Terms for Professionals

1. Preamble and definitions

These Terms and Conditions («Terms») govern access to and use of the ZenBookr Platform by Professionals and constitute a binding contract between the Professional (also «you», «your», «Professional») and Marco D'Arminio, natural person (sole individual), having its registered office at Vico Malvina 9, 70042 Mola di Bari (BA), Italy (also «ZenBookr», «we», «our»).

Definitions

• Platform: the sites zenbookr.app, app.zenbookr.app, book.zenbookr.app, iOS/Android mobile apps, related APIs and connected features
• Services: the SaaS features made available to the Professional (appointment management, calendar, client cards, marketplace, Stripe Connect payments, automated communications, analytics, smart pricing)
• End-Client: the natural person booking services with the Professional via the Platform
• Services Rendered: the services (haircut, massage, training, etc.) performed by the Professional for End-Clients
• User Content: data, photos, descriptions, price lists, client cards, notes uploaded by the Professional to the Platform
• Subscription: the monthly (or annual) subscription plan chosen by the Professional
• Stripe Connect: the payment service by Stripe Payments Europe Ltd. integrated in the Platform allowing the Professional to receive payments from End-Clients
• Beta: the initial launch phase of the Platform (see Section 11)

2. Subject matter of the contract

ZenBookr grants the Professional a non-exclusive, non-transferable, revocable and limited license to use the Platform and Services for the Subscription duration and as described herein.

ZenBookr does not sell the Platform to the Professional (which remains the exclusive property of ZenBookr and its licensors) but the right to access it as Software-as-a-Service.

3. Registration and account

3.1 Requirements

To register as a Professional, the user must:

• be of legal age (18+) and have full legal capacity
• act in the exercise of their business, commercial, craft or professional activity (consumer law does not apply — that applies only to End-Clients who are consumers)
• provide accurate, truthful and up-to-date identification, contact and tax data
• be qualified (where required by applicable law) to practice the profession they exercise

3.2 Credentials

The Professional is responsible for the confidentiality of their access credentials and for all activities carried out via their account. They undertake to notify ZenBookr immediately of any unauthorized use of their credentials, writing to security@zenbookr.app.

3.3 Identity verification (KYC)

To activate payments via Stripe Connect, the Professional must complete the KYC verification required by Stripe, providing the necessary documents (ID, tax ID/VAT, IBAN). Such data is collected and managed directly by Stripe (see Privacy Policy).

4. Free trial period

On first access, the Professional benefits from a 30-day free trial period, with no payment obligation and no credit card required.

During the trial, the Professional has access to all features of the chosen plan (Starter).

At the end of the trial, if the Professional has not activated a paid Subscription, the account will be kept in read-only mode for a further 30 days and then deleted, subject to data retention required by law.

5. Subscription, pricing and billing

5.1 Available plans

At the time of publication of these Terms, the Starter plan is available:

• Launch promotion: €3.99/month for the first 6 months
• Standard price: €5.99/month
• No commissions on payments received from End-Clients (zero ZenBookr commissions)
• All Platform features included

Prices are exclusive of Italian VAT (22%) where applicable. For Professionals under flat-rate regime or other tax facilitations, respective rules apply.

5.2 Payment methods

Subscription payment is made via credit/debit card or other methods supported by Stripe. Card data is never stored on ZenBookr servers (tokenization on Stripe side, reduced PCI scope).

5.3 Auto-renewal

The Subscription auto-renews monthly upon expiration, with automatic charge to the registered payment method, unless cancelled by the Professional (see Section 14). For annual Subscriptions, renewal is annual.

5.4 Price changes

ZenBookr reserves the right to modify Subscription prices at any time, giving the Professional at least 30 (thirty) days' written notice, via email to the address associated with the account and via in-app notice.

Continued use of the Platform after the new price takes effect constitutes acceptance. In case of disagreement, the Professional may cancel the Subscription before the new price takes effect, without penalty, according to the procedure in Section 14.

5.5 Non-payment

In case of non-payment upon expiration:

• After 3 days: ZenBookr will automatically retry payment (Stripe smart retry) and send a reminder email
• After 7 days: the Professional's access to the Platform will be suspended (read-only mode, no new appointments, no edits). End-Clients with bookings already made will continue to see the appointment status.
• After 30 days from suspension: ZenBookr reserves the right to terminate the contract for default with consequent account deletion (subject to data retention required by law).

In case of late payment, ZenBookr reserves the right to apply default interest at the legal rate (art. 1284 Italian Civil Code) and/or pursuant to Legislative Decree 231/2002 for commercial transactions, plus costs of debt recovery.

5.6 Invoicing

ZenBookr will issue an electronic invoice for every payment received from the Professional, according to applicable Italian tax legislation, and make it available in the Professional's account area.

5bis. Tax obligations and DAC7 (EU Directive 2021/514)

5bis.1 Legal framework

EU Directive 2021/514 («DAC7»), implemented in Italy by Legislative Decree no. 32 of 1 March 2023, requires digital platform operators (including ZenBookr, as a «Platform Operator» under Art. 3 of D.Lgs. 32/2023) to collect and report to the Italian Revenue Agency certain data about Sellers performing «Relevant Activities» (including «personal services» rendered by wellness Professionals via the Platform).

5bis.2 Reporting thresholds

ZenBookr is required to report the Professional's data in the annual DAC7 report when, in a calendar year, the Professional reaches ONE of the following thresholds:

• total compensation received via the Platform ≥ €2,000; or
• ≥ 30 transactions (completed and paid bookings).

5bis.2.bis ZenBookr early operational threshold

To ensure compliance and give the Professional sufficient margin to compile the data, ZenBookr applies an early operational threshold set at 75-83% of the legal threshold:

• total intermediated compensation ≥ €1,500; or
• ≥ 25 transactions completed.

Upon reaching this operational threshold, the system will:

1. notify the Professional via email + in-app push;
2. require DAC7 data compilation within 60 days;
3. after this deadline without compilation, automatically suspend new online bookings (existing ones continue normally — «soft suspend»).

This safety margin allows the Professional to regularize their position BEFORE reaching the legal threshold (€2,000 / 30 transactions), avoiding any risk of failed reporting.

5bis.3 Data collected and retained

The Professional undertakes to provide and keep updated in their «Tax data (DAC7)» area the following data, required by Annex A to D.Lgs. 32/2023:

• first/last name (individuals) or business name (legal entities);
• main address (residence for individuals, registered office for legal entities);
• Tax Identification Number (TIN) and State of tax residence;
• VAT number (if held);
• business registration number (REA or EU equivalent), for legal entities;
• IBAN or identifier of the account where payments are credited (collected directly by Stripe Connect during KYC).

ZenBookr verifies the formal validity of such data (TIN/VAT checksum validation, automated controls where possible). Substantive verification with competent authorities is performed at reporting time.

5bis.4 Transmission to the Professional

Before sending the annual report to the Italian Revenue Agency (by 31 January of each year, referring to the previous year), ZenBookr will transmit to the Professional a copy of the data concerning them pursuant to Art. 4(5) D.Lgs. 32/2023. The Professional must verify accuracy and report any errors within 10 days of communication.

5bis.5 Consequences of missing/incorrect data

If the Professional does not provide the required DAC7 data within 60 days of reaching the thresholds in 5bis.2, ZenBookr — pursuant to Art. 5(1)(d) D.Lgs. 32/2023 — may:

• temporarily suspend the ability to receive new paid bookings on the Platform;
• withhold subsequent payments via Stripe until rectification (in compliance with applicable Stripe TOS);
• in case of persistent non-compliance, terminate the contract pursuant to Section 14.4.

Such measures are mandatory by law and do not constitute ZenBookr's breach.

5bis.6 Relationship with Stripe Connect

Stripe Payments Europe Ltd. is exempt from DAC7 obligations under the directive (as a provider of mere payment processing services). Stripe's exemption does not extend to ZenBookr, which remains the sole Platform Operator under the directive.

5bis.7 Privacy

DAC7 data processing is governed by the Privacy Policy (dedicated section). Legal basis: legal obligation under Art. 6(1)(c) GDPR and D.Lgs. 32/2023. Retention: minimum 10 years pursuant to Art. 4(4) D.Lgs. 32/2023. Recipients: Italian Revenue Agency; for automatic exchange, other EU/non-EU tax administrations under applicable agreements.

6. Marketplace and Stripe Connect

6.1 Marketplace nature

The Platform includes a public marketplace section (book.zenbookr.app and similar) where End-Clients can find Professionals and book their Services.

ZenBookr acts as a technical intermediary that facilitates the meeting between supply and demand. Services are rendered by the Professional in their own name and on their own account, and the contract for the Services is concluded exclusively between Professional and End-Client.

ZenBookr does not sell, resell, deliver or guarantee the Services of Professionals. ZenBookr is not party to the service contract and is not responsible for quality, timeliness, conformity or any other aspect of Services rendered by the Professional to the End-Client.

6.2 Payments via Stripe Connect

Payments made by End-Clients are processed via Stripe Connect (connected account). Stripe is an independent Data Controller for payment data (see Privacy Policy).

ZenBookr does not hold funds belonging to the Professional: payments are transferred directly to the Professional's Stripe account, who may then request payout to their IBAN according to Stripe's timing and methods (typically weekly or daily).

Any fees applied by Stripe on payments (e.g. 1.4% + €0.25 for SEPA EU cards) are borne by the Professional and are withheld directly by Stripe. ZenBookr applies no own commissions on the Professional's revenue.

6.3 Professional's liability toward End-Clients

The Professional is solely responsible for:

• correct delivery of promised Services
• professional quality of the service
• compliance with applicable hygiene/health regulations
• management of cancellations, no-shows, refunds, disputes
• issuance of receipts, fiscal receipts or invoices to End-Clients per applicable tax law
• holding all required authorizations, qualifications, licenses
• fulfillment of social security, insurance and tax obligations arising from the activity
• obtaining adequate professional liability insurance, where required by law or by the relevant order/category

6.4 Cancellation and no-show policy

The Professional may configure their own cancellation and no-show policy within the Platform (e.g. minimum notice for free cancellation, possible penalties). Such policy must be clearly communicated to the End-Client at booking time. ZenBookr does not intervene in dispute management between Professional and End-Client.

6bis. At-Home Services (Mobile Service)

6bis.1 Definition

«At-Home Service» means a Service rendered by the Professional at a location indicated by the End-Client (private home, hotel, office or other) rather than at the Professional's business premises. The Platform technically supports this mode through the per-service «Available at-home» toggle, with coverage area configuration, optional surcharge (mobile service fee) and travel time settings.

6bis.2 Specific obligations of the Professional

A Professional who activates the At-Home Service mode undertakes to:

• hold adequate Professional and Third-Party Civil Liability insurance (RCT) with appropriate coverage (minimum recommended €1,000,000 per claim) also covering services rendered outside the business premises, including damages to persons or property at the place of performance;
• adopt all applicable hygiene/health safety measures (sterilization of single-use/reusable tools, hand hygiene, PPE where required);
• clearly communicate to the End-Client, before booking confirmation, the geographic coverage area, any surcharge, travel times affecting availability, and payment terms;
• comply with municipal, provincial and regional regulations applicable to off-premises services (e.g. SUAP notification, competent ASL/health authority authorizations, where required);
• autonomously assess personal safety of the intervention (e.g. client verification, presence of third parties, time of day, area) and refrain from performing the Service when perceiving a risk;
• not use the Platform for services that, by their nature or applicable law, cannot be rendered off-premises (for example: medical/health treatments reserved to authorized facilities, services requiring fixed non-transportable equipment, services that the relevant professional category strictly reserves to the business premises).

6bis.3 Processing of the End-Client's address

The address provided by the End-Client is transmitted to the Professional for the sole purpose of performing the Service. The Professional, as independent Data Controller pursuant to Arts. 4 and 24 GDPR for their clients' data, undertakes to:

• use the address exclusively for performing the booked Service and related tax obligations;
• not disclose it to non-essential third parties;
• delete it once the retention period set out in their privacy notice has elapsed, subject to legal obligations;
• adopt adequate security measures (device encryption, restricted access);
• be directly liable for any privacy law breaches, under Art. 82 GDPR.

6bis.4 «On the way» tracking and geolocation

The Platform offers tracking functionality for At-Home Service status («I have departed», «I have arrived», estimated travel time). The Professional acknowledges that sharing such statuses with the End-Client constitutes contract performance under Art. 6.1.b GDPR and requires no further consent. The Professional manually activates tracking steps, retaining control.

6bis.5 Cancellations, no-shows and travel costs

For At-Home Services, considering non-recoverable travel costs, the Professional may configure stricter cancellation policies than for on-premises services (e.g. full penalty if cancelled less than 12 hours before the appointment, full charge of travel surcharge in case of no-show).

Such policies, clearly communicated to the End-Client at booking time, must in any case respect the mandatory consumer right of withdrawal set out in Arts. 52-59 of D.Lgs. 206/2005 (Italian Consumer Code).

6bis.6 ZenBookr liability exclusion

Without prejudice to Section 12 (Limitation of liability), ZenBookr shall not be liable in any way for damages to persons, property or environment occurring at the place of At-Home Service performance, including without limitation: assaults, theft, damage to real estate or objects, adverse reactions to products or techniques, injuries to the Professional or End-Client, theft of personal data present at the location.

Liability for such events lies exclusively with the Professional, who shall address them through their professional liability insurance (see Sections 6.3 and 6bis.2 letter a).

6bis.7 Recommended safety best practices

ZenBookr recommends, without making them mandatory, the following practices to Professionals performing At-Home Services:

• share real-time GPS location with a trusted person during travel and service execution;
• activate the in-app SOS function (where available in the Platform version in use);
• conduct a brief preliminary check on the End-Client (call or video-call) for first-time bookings, especially in evening hours;
• refuse out-of-protocol requests or anything outside the booked Service and report them to trust@zenbookr.app.

7. Permitted use of the Platform

7.1 Permitted uses

The Professional is authorized to use the Platform exclusively to:

• manage their wellness service business
• collect bookings from their own clients
• administer revenue, communications, client cards
• access statistical analysis and smart pricing tools

7.2 Prohibited uses

The Professional MAY NOT, directly or indirectly, in whole or in part:

• copy, modify, decompile, disassemble, reverse engineer the Platform or its parts
• create derivative works or translate the Platform
• use bots, scrapers, crawlers or other automated techniques to extract data from the Platform
• resell, sublicense, transfer to third parties access to the Platform
• share access credentials with third parties (except team members registered in dedicated areas)
• upload unlawful, offensive, false, misleading content, content violating third-party IP, personal data of third parties without valid legal basis
• use the Platform abusively or for illegal activities
• circumvent security, authentication or control measures
• attempt to access data of other Professionals or End-Clients of other Professionals
• use the Platform for purposes other than those provided in the Terms (e.g. sending spam, unauthorized marketing to non-clients)
• impersonate others or use false identity on the Platform

7.3 Changes to the service

ZenBookr reserves the right to modify, temporarily suspend or permanently discontinue, in whole or in part, Platform features for technical, security, commercial or regulatory reasons. ZenBookr will provide reasonable notice for material changes, typically at least 30 days, except in cases of urgency (security, regulatory compliance).

8. User Content (UGC)

8.1 Content ownership

The Professional retains exclusive ownership of their Content uploaded to the Platform (photos, descriptions, price lists, client cards, notes). Personal data of the Professional's clients remains the property of the Professional as an independent Controller (see DPA).

8.2 License granted to ZenBookr

By uploading Content to the Platform, the Professional grants ZenBookr a non-exclusive, worldwide, free, revocable, sublicensable to its sub-suppliers license to host, reproduce, adapt (e.g. image resizing), transmit and display such Content for the sole purpose of providing Services to the Professional and their End-Clients.

The license terminates automatically upon Content removal by the Professional or account termination, except for Content that ZenBookr has legitimate need to retain (e.g. fiscal logs, transaction proofs).

8.3 Professional's responsibility

The Professional warrants that uploaded Content:

• does not infringe third-party IP rights (photos, texts, trademarks)
• does not contain personal data of third parties collected without valid legal basis
• is not obscene, defamatory, discriminatory, hate-inciting
• is not misleading or deceptive to consumers (e.g. outdated prices, false descriptions)

8.4 Right of removal

ZenBookr reserves, at its discretion and without prior notice obligation, the right to remove Content it deems in violation of these Terms, law or third-party rights. ZenBookr will notify the Professional of removal and reasons.

9. ZenBookr intellectual property

The Platform, including software, interface, code, design, layout, graphics, trademarks (including «ZenBookr» trademark), domain names, editorial content (FAQ, guides, etc.), and any other material it creates or licenses, are the exclusive property of ZenBookr or its licensors.

These Terms grant the Professional no rights on ZenBookr's trademarks, software or materials, except for the limited access and use rights described in Section 2.

The Professional may not remove, alter or obscure copyright, trademark or other ownership notices on the Platform.

10. Privacy and data protection

Processing of the Professional's personal data by ZenBookr is governed by the Privacy Policy, which the Professional acknowledges having read and accepted.

For processing of personal data of the Professional's clients uploaded to the Platform, the Data Processing Agreement (DPA) applies, forming integral part of these Terms, where the Professional is the Controller and ZenBookr is the Processor (Art. 28 GDPR).

11. Beta phase — specific disclaimer

At the date of these Terms, the Platform is in Beta / Early Access phase. The Professional acknowledges and accepts that:

• the Platform may contain errors, malfunctions and incomplete features
• ZenBookr provides no Service Level Agreement (SLA) on uptime, performance or availability during Beta
• features may be added, modified or removed without notice
• data may be migrated, reformatted or, in exceptional cases, lost (although ZenBookr performs daily backups and adopts all technical safeguards)
• the Professional uses the Platform at their own risk and accepts the typical limits of a pre-launch phase

The Beta phase will end automatically upon official launch, communicated by the ZenBookr team via email and/or in-app notice, with consequent activation of standard SLA clauses that will be published.

11bis. Platform transparency (Digital Services Act)

Pursuant to Regulation (EU) 2022/2065 («Digital Services Act» or «DSA»), in force since 17 February 2024, ZenBookr qualifies as an online platform (Art. 3(i) DSA) within the micro/small enterprise category, benefiting from the exemptions under Arts. 19(1) and 29(1) DSA for the more burdensome obligations. The obligations under Arts. 11-18 DSA remain applicable and are summarized below.

11bis.1 Contact points and reporting

• Contact point for authorities (Art. 11 DSA): dsa@zenbookr.app
• Contact point for users (Art. 12 DSA): support@zenbookr.app
• Illegal content reporting (Notice & Action, Art. 16 DSA): trust@zenbookr.app

11bis.2 Content moderation and Statement of Reasons (Arts. 14, 17 DSA)

ZenBookr moderates user-generated content (descriptions, photos, reviews, replies to reviews) using a reactive and mixed approach, based on criteria published in Sections 7.2 and 8.3 of these Terms.

In case of Content removal, visibility reduction, account suspension or termination, ZenBookr provides the affected Professional with a Statement of Reasons under Art. 17 DSA, including: the decision, relevant facts, legal/contractual basis, any use of automated tools and available redress.

11bis.3 Complaints and redress

The Professional may file an internal complaint by writing to trust@zenbookr.app with subject «DSA Complaint». The right to complain to the competent Digital Services Coordinator (AGCOM in Italy) under Art. 53 DSA remains unaffected.

For full DSA compliance information see the dedicated page DSA Compliance.

12. Warranties and limitation of liability

12.1 Disclaimer of warranties

Within the limits permitted by applicable law, the Platform is provided «AS-IS» and «AS-AVAILABLE». ZenBookr makes no warranty, express or implied, regarding:

• absence of errors, bugs, interruptions
• full merchantability or fitness for a particular purpose
• absolute security or invulnerability (although ZenBookr adopts adequate security measures described in Privacy Policy + DPA)
• uninterrupted availability or continuous accessibility
• quality of End-Clients reached via the marketplace
• the number of bookings obtained by the Professional
• commercial success of the Professional's business

12.2 Limitation of liability (savior clause)

Within the maximum limits permitted by applicable law, ZenBookr's aggregate liability toward the Professional for any claim, dispute or damage arising from or connected to these Terms, the Platform or Services, regardless of the form of action (contractual, tort, warranty or other), shall not exceed the total Subscription fees actually paid by the Professional in the 12 (twelve) months preceding the event giving rise to liability.

In any case, and within the limits permitted by law, ZenBookr will not be liable for:

• indirect, consequential, incidental, special, punitive or exemplary damages
• loss of profit, loss of clientele, loss of reputation, missed expected savings
• loss or damage of data caused by external factors (cyber-attacks on suppliers, Professional's human error, disasters)
• damages from inability to use the Platform due to service interruptions, scheduled maintenance or force majeure (see Section 13)
• damages from commercial or operational choices by the Professional based on Platform features (e.g. smart pricing suggestions are indicative; decision remains with the Professional)
• damages from Services rendered by the Professional to End-Clients (for which the Professional is solely responsible, see Section 6)

The above limitations do not apply:

• in case of willful misconduct or gross negligence by ZenBookr
• in case of breach of personal data security obligations under Art. 82 GDPR (joint liability)
• in all other cases where limitation of liability is not permitted by mandatory Italian law

12.3 Indemnification by the Professional

The Professional undertakes to indemnify, defend and hold harmless ZenBookr (and its directors, employees, suppliers) from and against any claim, action, damage, cost, expense (including reasonable legal fees) of third parties (including End-Clients, supervisory authorities, IP co-holders, Professional's employees) arising from:

• the Professional's conduct, including the quality of Services rendered
• violation of these Terms, the DPA or applicable law by the Professional
• Content uploaded by the Professional to the Platform
• improper or unauthorized use of the Platform by the Professional or their collaborators
• disputes with End-Clients of the Professional
• tax, social security or regulatory obligations not fulfilled by the Professional

13. Force majeure

Neither party will be liable for non-performance or delays caused by force majeure events beyond reasonable control, including but not limited to:

• natural disasters, extreme weather events
• wars, acts of terrorism, riots
• strikes or third-party union actions
• interruptions or malfunctions of critical suppliers (Google Cloud, Stripe, Brevo, etc.)
• cyber-attacks of particular severity (e.g. massive DDoS)
• public authority measures, supervening laws or regulations
• pandemics or health emergencies
• interruptions of public services (electricity, telecommunications)

The impeded party will promptly notify the other of the force majeure event and make every reasonable effort to reduce its effects.

14. Duration, cancellation and termination

14.1 Duration

The contract is of indefinite duration, subject to cancellation or termination per the following clauses. The Subscription auto-renews monthly (or annually for annual plans).

14.2 Cancellation by the Professional

The Professional may cancel the Subscription at any time, effective at the end of the current billing cycle (monthly or annual). Cancellation is exercised:

• via the «Subscription» section of the account (self-service)
• or by writing to support@zenbookr.app

No pro-rata refunds are provided for the unused period of the current month/year, except where required by law or for errors attributable to ZenBookr.

14.3 Cancellation by ZenBookr

ZenBookr may cancel the contract at any time, with at least 30 days' notice, communicated via email to the address associated with the account.

14.4 Termination for breach

ZenBookr reserves the right to terminate the contract with immediate effect, pursuant to art. 1456 Italian Civil Code (express resolution clause), in case of:

• non-payment of fees extending beyond 30 days from suspension (Section 5.5)
• violation of prohibited uses (Section 7.2)
• upload of unlawful content, third-party data without legal basis
• provision of false information during registration or KYC
• attempts to compromise Platform security
• fraudulent or seriously prejudicial conduct toward ZenBookr, other Professionals or End-Clients

In case of termination for breach by the Professional:

• access to the Platform is immediately revoked
• fees already paid are not refunded
• ZenBookr's right to additional damages remains unaffected
• the Professional has 30 days to request export of their data (see DPA)

15. Changes to the Terms

ZenBookr reserves the right to modify these Terms at any time, to adapt them to:

• regulatory or legislative developments
• changes or additions to Platform features
• changes in pricing or business models
• operational or security needs

Material changes will be notified to the Professional with at least 30 (thirty) days' notice, via email to the account address and in-app notice, before entry into force.

Minor changes (form corrections, clarifications, link updates) will be published on this page with updated «Last updated» date.

Continued use of the Platform after a change takes effect constitutes acceptance. In case of disagreement, the Professional may cancel the contract per Section 14.2.

16. Assignment of contract

The Professional may not assign or transfer this contract, in whole or in part, to third parties without ZenBookr's prior written consent.

ZenBookr may assign the contract to third parties (e.g. following corporate reorganization, merger, demerger, business branch transfer), giving the Professional at least 30 days' notice. A Professional unwilling to continue with the assignee may cancel the contract without penalty, by notice within 30 days of assignment notification.

17. Miscellaneous

17.1 Communications

Unless otherwise indicated, communications between parties occur via email to the address associated with the Professional's account and to support@zenbookr.app for ZenBookr. For formal communications, sending via email to info@zenbookr.app is also valid.

17.2 Severability

If one or more clauses of these Terms are deemed null, invalid or ineffective by a competent court, the remaining clauses will remain valid and effective.

17.3 No waiver

Any tolerance by a party of breaches by the other does not constitute waiver of rights under these Terms.

17.4 Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy, DPA, specific policies published on the Platform and the Subscription order, constitute the entire agreement between the parties, superseding any prior verbal or written agreements on the matter.

17.5 Prevailing language

These Terms are also published in English and German versions for ease of consultation. In case of discrepancy between versions, the Italian version prevails.

18. Governing law and jurisdiction

These Terms are governed by Italian law.

For any dispute arising from or connected to these Terms, the Court of [JURISDICTION] shall have exclusive jurisdiction, subject to cases where mandatory law provides a different forum.

As this is a B2B contract between business operators, consumer forum does not apply. Parties may still attempt amicable settlement through mediation or assisted negotiation before resorting to judicial proceedings.

19. Contacts