Terms of Service

TERMS OF SERVICE
Version: 2026.09 Effective for each Customer: on the date the Customer accepts these Terms Last updated: April 28, 2026
Parties
These Terms of Service (“Terms”) govern the provision of the Service by Twini S.r.l., an Italian limited liability company with registered office at Via Pietro Paleocapa 7, 20121 Milano (MI), Italy, codice fiscale and VAT number 13697330960, REA MI-2739354, share capital Euro 5,000.00 fully paid-up, PEC twini@pec.it (“Twini” or “Provider”), to the business entity subscribing to the Service (“Customer”). Twini and the Customer are collectively the “Parties”.
Twini operates as a software provider enabling automated conversational interactions on the Customer’s storefront. Twini does not control the Customer’s products, pricing, commercial terms or customer relationships, nor does it independently verify the accuracy of product data supplied by the Customer or integrated third-party platforms.
These Terms apply whether the Customer accepts them (i) by clicking a Stripe checkout page, payment link, or online registration that references these Terms, (ii) by signing an Order Form, or (iii) by commencing use of the Service. By any of these actions the Customer agrees to be bound by these Terms.

Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting equity or equivalent rights.
“AI Output” means any content, text, data, metadata, code, or output generated by the Service in response to Customer Data or End-User interaction.
“Authorized User” means an employee, contractor, or Affiliate of the Customer who is authorized by the Customer to access and use the Service on the Customer’s behalf.
“Beta Features” means any Service features, functions, or offerings identified by Twini as “beta”, “preview”, “alpha” or with similar pre-release designations.
“Confidential Information” means any non-public information disclosed by one Party to the other, whether marked confidential or reasonably understood as such given the nature of the information and the circumstances of disclosure.
“Customer Data” means all data, content, product catalogs, and information uploaded to, connected to, or processed by the Service on behalf of the Customer, including data collected from End-Users interacting with the Service on the Customer’s storefront.
“Documentation” means the technical user documentation made available by Twini for the Service, including help articles, API documentation, and onboarding guides, as may be updated from time to time.
“End-User” means any individual who interacts with the Service on the Customer’s storefront, including shoppers, visitors, and customers of the Customer.
“Order Form” means any written or electronic form by which the Customer orders the Service and that references or incorporates these Terms, including without limitation: (a) a Stripe checkout page, Stripe payment link, or other online payment process linking to these Terms; (b) an online subscription plan or registration page on a Twini website; (c) an email from Twini stating the Service, fees, and Subscription Term that the Customer accepts by payment or written reply; or (d) a document signed in wet-ink or electronic form. The specific features, modules, usage limits and pricing applicable to the Customer are determined by the applicable Order Form, online checkout, pricing page or other ordering mechanism accepted by the Customer. In case of Stripe checkout or a payment link, the Order Form consists of the combination of the email or page communicating the plan details and the Stripe checkout page confirming the payment.
“Service” means the Twini platform for e-commerce optimization, including one or more modular features and functionalities made available by Twini from time to time, such as conversational AI tools, catalog enrichment, SEO / GEO optimization and other AI-driven capabilities, as activated by the Customer.
“Shopify” means Shopify International Limited and its affiliates, the e-commerce platform with which the Service primarily integrates.
“Subprocessor” means any third party engaged by Twini to process Customer Data in providing the Service, as listed at twini.ai/subprocessors.
“Subscription Term” means the period during which the Customer is authorized to access and use the Service, as set forth in the Order Form.
“Third-Party Platform” means any third-party software, platform, or service that the Service integrates with or depends upon, including without limitation Shopify, Stripe, and third-party AI model providers and aggregators.
“Usage Data” means technical and operational data about the Customer’s and End-Users’ use of the Service, including metrics, logs, performance telemetry, and aggregated or anonymized statistics derived from the foregoing.
The Service
2.1 Access. Subject to the Customer’s compliance with these Terms and payment of fees, Twini grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term for the Customer’s internal business purposes.
2.2 Scope. The Service is designed to support the Customer’s online shoppers by providing automated, AI-generated conversational guidance regarding products, availability and general purchase-related information. The Service does not make binding decisions on behalf of the Customer, conclude transactions, or replace the Customer’s own commercial, legal or customer-care processes. The specific features, usage allowances, and configuration applicable to the Customer are defined in the Order Form.
2.3 Role of the Platform. Twini acts solely as a technology provider enabling automated conversational interactions on the Customer’s storefront. Twini does not control, verify or endorse the Customer’s products, pricing, commercial policies or customer communications, even where such information is rendered, summarized or reformulated by the Service based on Customer Data.
2.4 Authorized Users, Affiliates, and Contractors. The Customer may permit its Authorized Users, including employees and contractors of the Customer and its Affiliates, to access the Service for the Customer’s benefit. The Customer remains responsible, also pursuant to Article 1381 of the Italian Civil Code, for all acts and omissions of its Authorized Users under these Terms, and guarantees their compliance with these Terms. The Customer shall ensure that access credentials are not shared and that access is promptly revoked when an Authorized User is no longer entitled to use the Service.
2.5 Changes to the Service. Twini may modify, add, or remove features of the Service from time to time in its reasonable discretion. Twini will not materially reduce the core functionality during a paid Subscription Term without the Customer’s consent. If Twini decides to deprecate a feature on which the Customer relies, Twini will use reasonable efforts to provide at least 90 days’ prior notice. If such deprecation materially reduces the core functionality of the Service for the Customer, the Customer may terminate the affected Order Form upon written notice and receive a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term.
2.6 Beta and Preview Features. Twini may offer Beta Features to the Customer. When a Beta Feature is enabled for the Customer (whether by default or upon activation), Twini will communicate its beta status by email, dashboard notice, or release note, so that the Customer is aware that the feature is a Beta Feature. Beta Features are provided “as is” and “as available,” without any warranties, service levels, indemnification, or obligation to maintain, support, or make generally available. The Customer’s use of Beta Features is at its own risk, and the Customer may disable any Beta Feature at any time. Twini may modify or discontinue Beta Features without notice.
2.7 Service Availability. Twini will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding (a) planned maintenance and (b) events constituting Force Majeure, failures of Third-Party Platforms or infrastructure, or causes outside Twini’s reasonable control. Twini does not provide uptime guarantees or service credits under these Terms.
2.8 Business Customers Only. The Service is provided exclusively to business entities. The Customer represents and warrants that it is not a “consumer” as defined under Italian Legislative Decree 206/2005 or equivalent laws. These Terms do not apply to consumer users.
Acceptable Use and Customer Obligations
3.1 Customer responsibilities. The Customer is responsible for the accuracy, completeness and appropriateness of all product information, policies and commercial statements made available through the Service, including where such information is rendered or summarized by the AI based on Customer Data.
3.2 General Conduct. The Customer undertakes to use the Service in a fair, lawful and commercially reasonable manner, consistent with the intended purpose of an AI-assisted shopping experience.
3.3 Prohibited Uses. The Customer shall not, and shall not permit any third party to:
• use the Service to transmit unlawful, infringing, defamatory, misleading, or fraudulent content;
• use the Service to generate content that promotes discrimination, violence, hatred, illegal activity, or that violates applicable laws;
• attempt to reverse engineer, decompile, or extract the source code, model weights, or proprietary algorithms underlying the Service;
• use the Service to develop, train, or improve a competing product or service;
• resell, sublicense, or redistribute the Service without Twini’s prior written consent;
• upload malware, viruses, or any harmful code.
3.4 Compliance with Laws. The Customer shall use the Service in compliance with all applicable laws and regulations, including data protection laws (GDPR, the EU AI Act, and their national implementations), consumer protection laws, and e-commerce regulations.
3.5 Account Security. The Customer is responsible for maintaining the security of its accounts and credentials, for all activity conducted under those credentials, and for promptly notifying Twini of any unauthorized access or suspected security breach.
3.6 Customer Data Representations. The Customer represents and warrants that (a) it owns or has all necessary rights, consents, and permissions to upload, use, and grant the licenses in Section 8.3 with respect to Customer Data; and (b) Customer Data and the Customer’s use of the Service do not infringe any third-party intellectual property rights, violate any privacy or publicity rights, or breach any applicable laws.
3.7 Customer Configuration. The Service includes configuration tools (such as system prompts, business rules and content guardrails) intended to allow the Customer to tailor the Service to its products, brand voice and regulatory context. The Customer is responsible for the configuration choices it makes; however, Twini may provide guidance, documentation and best practices to support appropriate configuration. Twini shall not be responsible for AI Output primarily resulting from configurations that materially deviate from the guidance provided.
3.8 No Sensitive Personal Information. The Customer shall not upload to, or use the Service to collect, store, or process: (a) payment card numbers or other data subject to PCI DSS; (b) protected health information subject to HIPAA or equivalent health-data regulations; (c) government-issued identification numbers; or (d) other special categories of personal data under Article 9 of the GDPR (for example, biometric, genetic, health, racial, political, religious, or sexual-orientation data), unless the Parties have expressly agreed in writing to a framework for such data. The Service is not designed to handle such data, and Twini disclaims responsibility for any such data submitted in breach of this Section.
3.9 End-User Interactions. The Customer is responsible for its relationship with End-Users interacting with the Service on its storefront, including providing any legally required consumer disclosures, handling End-User complaints, and processing refund or return requests.
3.10 Responsibility for Content. The Customer remains fully responsible for the accuracy, completeness, lawfulness and appropriateness of all information made available through the Service, including product descriptions, pricing, availability, return and warranty policies and other commercial statements, regardless of whether such information is rendered, summarized or reformulated by the Service.
AI-Specific Provisions
4.1 Probabilistic Nature of AI. The Customer acknowledges that the Service relies on generative AI technologies and produces automated responses based on patterns and probabilities. As a result, AI Output may occasionally be inaccurate, incomplete or not fully aligned with the Customer’s expectations. The Service is intended to assist, not replace, human judgment.
4.2 AI Transparency. The Service, as deployed on the Customer’s storefront, discloses to End-Users that they are interacting with AI (via the “AI Assistant by Twini.ai” label or equivalent disclosure). The Customer shall not alter, hide, or misrepresent this disclosure. This provision is intended to support compliance with Article 50 of Regulation (EU) 2024/1689 (“EU AI Act”), effective August 2, 2026.
4.3 Model Providers. Twini uses third-party large language model providers, including model aggregators, to deliver the Service. The current list of AI Subprocessors is published at twini.ai/subprocessors. Twini may update this list with at least 15 days’ prior notice by email or dashboard notification.
4.4 No Training on Customer Data. Twini will not use Customer Data or End-User interaction data to train or fine-tune any foundational or third-party AI models. Such data is processed solely to operate and deliver the Service for the benefit of the Customer, in line with Twini’s commercial positioning and contractual commitments.
4.5 Human Oversight and Output Review. The Customer remains responsible for overseeing the operation of the Service on its storefront. Twini provides tools for monitoring, auditing, and correcting AI behavior.
4.6 No Performance Guarantees. The Customer acknowledges that the Service is a support tool intended to assist online shoppers and that Twini does not guarantee any specific commercial, conversion, revenue or business results, which depend on multiple factors outside Twini’s control, including the Customer’s products, pricing, brand positioning, and configuration choices.
Accessibility
5.1 Twini undertakes to design and maintain the components of the Service that are directly developed, controlled and rendered by Twini in accordance with applicable accessibility laws and regulations that are binding on Twini under the laws governing these Terms, including the European Accessibility Act (Directive (EU) 2019/882) and the applicable technical standards implementing such requirements (including EN 301 549), the Americans with Disabilities Act (ADA) and Section 508, and the latest published version of the Web Content Accessibility Guidelines (WCAG) to the extent applicable to the Service.
5.2 For the avoidance of doubt:
• Twini’s accessibility obligations are limited to the elements of the user experience that are technically controlled and rendered by Twini’s technology, and do not extend to the Customer’s storefront, themes, content, configurations, third-party integrations or design choices;
• Twini does not warrant compliance with accessibility standards that are not legally applicable to Twini or that apply exclusively to the Customer’s digital properties or business;
• compliance is assessed at the time the relevant Service features are made generally available and does not imply an obligation to automatically implement future updates to applicable accessibility standards.
Third-Party Platforms
6.1 Integrations. The Service integrates with Third-Party Platforms. The availability and functioning of the Service depend on the continued availability of, and the Customer’s compliance with, these Third-Party Platforms.
6.2 Customer Accounts with Third-Party Platforms. The Customer is solely responsible for establishing and maintaining its accounts with any Third-Party Platform required to use the Service (such as Shopify), for complying with the terms of such Third-Party Platforms, and for any fees owed to them.
6.3 No Responsibility for Third-Party Platforms. Twini is not responsible for the availability, functionality, data-handling practices, or actions of Third-Party Platforms. The Customer acknowledges that Service interruptions, data losses, or feature changes may arise from Third-Party Platforms, and Twini’s obligations under these Terms are suspended to the extent caused by Third-Party Platforms.
6.4 Data Sharing with Third-Party Platforms. By using the Service with a Third-Party Platform, the Customer authorizes Twini to access and share Customer Data with the relevant Third-Party Platform to the extent necessary to provide the Service.
Fees and Payment
7.1 Fees and Currency. Fees, billing structure, payment terms and any trial or pilot period are defined in the applicable Order Form or checkout flow. Unless otherwise specified in the Order Form, fees are stated and payable in Euro (EUR). VAT or equivalent indirect taxes shall be charged in accordance with applicable law, including EU VAT rules for cross-border services, where applicable.
7.2 Payment Schedule. Where the Order Form is a Stripe checkout or payment link, fees are charged automatically by Stripe in advance of each billing period using the payment method provided by the Customer at checkout. Where the Order Form is a signed document or email exchange, Twini issues invoices in advance as specified in the Order Form, and payment is due within 15 days from the invoice date unless otherwise agreed. Where no payment method is specified, the default is Stripe auto-charge in advance of each billing period.
7.3 Late Payment and Suspension. Unpaid invoices accrue interest at the rate prescribed by Italian Legislative Decree 231/2002 (commercial transactions) from the due date. Twini may suspend the Service after 30 days of non-payment on any invoice, with 7 days’ prior written notice to the Customer.
7.4 Taxes. Fees do not include taxes. The Customer is responsible for all applicable taxes, except taxes on Twini’s net income.
7.5 No Refunds. Fees paid are non-refundable, except as expressly provided in these Terms or in the applicable Order Form.
7.6 Usage Overage. If the Customer’s usage exceeds the allowance specified in the Order Form, Twini will notify the Customer, and the Parties will agree in good faith on an updated plan or pricing.
Intellectual Property
8.1 Twini IP. Twini retains all rights, title, and interest in and to the Service, including all software, algorithms, models, Documentation, and any improvements, enhancements, or derivative works. Except for the limited rights expressly granted in these Terms, no rights in Twini’s intellectual property are transferred to the Customer.
8.2 Customer Data. As between the Parties, the Customer retains all rights, title, and interest in and to Customer Data.
8.3 License to Twini. The Customer grants Twini a worldwide, royalty-free, non-exclusive license to use, copy, process, transmit, and store Customer Data solely to:
• provide, maintain, and support the Service during the Subscription Term;
• generate aggregated and anonymized analytics that do not identify the Customer or any End-User;
• debug, secure, and improve the Service, excluding training of foundational AI models, which is prohibited under Section 4.4.
8.4 AI Output. As between the Parties, the Customer owns the specific AI Output generated for the Customer. The Customer acknowledges that, due to the probabilistic nature of AI, AI Output generated for one customer may be similar or identical to AI Output generated for others. The Customer shall not (a) use AI Output to develop, train, fine-tune, or improve any machine learning model or artificial intelligence system, whether its own or a third party’s, including any product or service competitive with the Service; or (b) knowingly misrepresent AI Output as content generated exclusively by a human where such representation would be misleading in the relevant commercial context.
8.5 Usage Data and Anonymized Data. The Customer acknowledges that Twini may collect and use Usage Data, and may anonymize Customer Data to remove personal data, to analyze, improve, support, and operate the Service, including after the end of the Subscription Term. Twini retains all ownership rights in Usage Data and Anonymized Data. To the extent any ownership rights in or to Usage Data or Anonymized Data vest in the Customer, its Authorized Users, or End-Users, the Customer hereby assigns, on its own behalf and on behalf of its Authorized Users and End-Users, all such rights (including all intellectual property rights) to Twini. This Section does not reduce Twini’s obligations under Section 4.4 (No Training on Customer Data).
8.6 Feedback. If the Customer provides feedback, suggestions, or ideas about the Service, Twini may use them freely and without compensation. Feedback is not considered Confidential Information.
Confidentiality
9.1 Obligations. Each Party will protect the other Party’s Confidential Information with the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care) and will use the Confidential Information solely to perform its obligations under these Terms.
9.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving Party; (b) was known to the receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
9.3 Compelled Disclosure. If a Party is legally compelled to disclose Confidential Information, it will, to the extent legally permitted, notify the other Party in advance and cooperate in seeking protective treatment.
9.4 Duration. Confidentiality obligations survive for three (3) years after termination of these Terms. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law.
Data Protection and Security
10.1 DPA. To the extent Twini processes personal data on behalf of the Customer, the Parties are bound by the Data Processing Agreement available at twini.ai/dpa (the “DPA”), which is incorporated into these Terms by reference.
10.2 Subprocessors. A current list of Subprocessors (including AI model providers, hosting providers, and payment processors) is published at twini.ai/subprocessors. Twini will provide at least 15 days’ prior notice of any material change to the list of Subprocessors by email or dashboard notification.
10.3 Security Measures. Twini implements and maintains technical and organizational measures (“TOMs”) designed to protect Customer Data against unauthorized access, loss, alteration, or disclosure. Twini is working toward SOC 2 Type II and ISO/IEC 27001 compliance; security documentation is available to the Customer upon reasonable request under NDA.
10.4 Data Breach Notification. If Twini becomes aware of a personal data breach affecting Customer Data, Twini will notify the Customer without undue delay and in accordance with the DPA.
Warranties and Disclaimers
11.1 Mutual Warranties. Each Party represents and warrants that (a) it has the legal authority to enter into these Terms; and (b) its performance will comply with applicable laws.
11.2 Twini Warranty. Twini warrants that it will provide the Service with reasonable skill and care, consistent with industry standards for similar B2B SaaS services.
11.3 Customer Acknowledgement. The Customer acknowledges that the effectiveness of the Service may depend on factors outside Twini’s control, including product assortment, pricing, brand positioning and configuration choices, and that Twini does not guarantee specific commercial or conversion outcomes.
11.4 Disclaimer. Except as expressly set out in Section 11.2 and to the maximum extent permitted by applicable law, the Service is provided “as is” and Twini disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. The Customer’s exclusive remedy for breach of the warranty in Section 11.2 is re-performance of the defective Service; if Twini cannot re-perform within a reasonable period, the Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unused period.
Indemnification
12.1 By Twini. Twini will defend the Customer against any third-party claim alleging that the Service, as provided by Twini and used by the Customer in accordance with these Terms, infringes a valid copyright or trademark of the European Union, a Member State of the European Union, the United Kingdom, or the United States, or misappropriates a trade secret under the laws of such jurisdictions, and will pay damages finally awarded against the Customer or agreed in settlement authorized by Twini. Patent claims are excluded from this obligation.
12.2 Twini Remedies. If such a claim occurs or appears likely, Twini may, at its option: (a) modify the Service to make it non-infringing; (b) obtain the right for the Customer to continue using the Service; or (c) terminate the affected Order Form and refund prepaid fees for the unused period.
12.3 Exclusions. Twini has no obligation under Section 12.1 for claims arising from (a) Customer Data; (b) AI Output; (c) the Customer’s use of the Service in violation of these Terms or applicable law; (d) modifications to the Service not made by Twini; or (e) combination of the Service with products, data, or software not provided or authorized by Twini.
12.4 By Customer. The Customer will defend Twini against any third-party claim arising from (a) Customer Data; (b) the Customer’s use of AI Output in violation of these Terms or applicable law; (c) End-User claims arising from the Customer’s use of the Service on its storefront; or (d) the Customer’s breach of Section 3 (Acceptable Use and Customer Obligations); and will pay damages finally awarded or agreed in settlement authorized by the Customer.
12.5 Procedure. The indemnified Party must (a) promptly notify the indemnifying Party in writing of the claim; (b) grant sole control of the defense and settlement to the indemnifying Party, provided no settlement imposes liability or obligation on the indemnified Party without its written consent; and (c) reasonably cooperate at the indemnifying Party’s expense.
Limitation of Liability
13.1 Aggregate Cap. Subject to Section 13.3, each Party’s total aggregate liability arising out of or related to these Terms shall not exceed the fees paid or payable by the Customer to Twini in the twelve (12) months preceding the event giving rise to the claim. The Parties acknowledge that the fees payable under these Terms reflect the allocation of risk set out herein and that the limitations of liability are an essential element of the commercial balance of the agreement.
13.2 Excluded Damages. Subject to Section 13.3, neither Party will be liable for (a) lost profits or revenue; (b) loss or corruption of data; (c) business interruption; (d) cost of procurement of substitute services; or (e) any indirect, consequential, incidental, special, or punitive damages, even if advised of their possibility.
13.3 Mandatory Law Carve-Out. Nothing in these Terms excludes or limits liability for (a) death or personal injury; (b) fraud, willful misconduct (“dolo”) or gross negligence (“colpa grave”) pursuant to art. 1229 of the Italian Civil Code; (c) breach of confidentiality obligations under Section 9; (d) indemnification obligations under Section 12; (e) the Customer’s obligation to pay fees; or (f) any other liability that cannot be excluded or limited under applicable law.
Term and Termination
14.1 Term. These Terms are effective upon the Customer’s acceptance in accordance with the Parties preamble above and continue until all Subscription Terms have expired or been terminated.
14.2 Auto-Renewal.
• Annual subscriptions renew automatically for successive one-year periods at the then-current rates, unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term.
• Monthly subscriptions renew automatically each month unless cancelled by the Customer via the account dashboard or in writing. No advance notice is required from Twini to the Customer for monthly auto-renewal.
• The applicable Order Form may specify different renewal terms, which shall prevail.
14.3 Termination for Cause. Either Party may terminate these Terms or any Order Form for material breach that is not cured within 30 days of the non-breaching Party’s written notice describing the breach. Termination takes effect at the end of the cure period if the breach is not cured.
14.4 Express Termination Clause (Art. 1456 c.c.). Pursuant to and for the effects of Article 1456 of the Italian Civil Code, Twini may terminate these Terms and any Order Form with immediate effect, upon written notice sent by PEC or email, in the event of the Customer’s breach of any of the following provisions: Section 3.3 (Prohibited Uses), Section 3.8 (No Sensitive Personal Information), Section 7 (Fees and Payment), Section 8.1 (Twini IP), Section 8.4 (AI Output restrictions), or Section 9 (Confidentiality). Termination under this Section 14.4 does not require a prior cure period and is without prejudice to Twini’s right to seek damages.
14.5 Termination for Insolvency. Either Party may terminate immediately if the other Party becomes insolvent, files for bankruptcy, or enters liquidation.
14.6 Suspension. Without prejudice to the right of termination, Twini may suspend the Service in case of (a) Customer non-payment as provided in Section 7.3; or (b) material breach of Section 3 that poses immediate risk to Twini, its customers, or third parties.
14.7 No Termination for Convenience. Except as expressly provided in these Terms, neither Party may terminate an active Subscription Term for convenience. The Customer’s purchase commitment under the applicable Order Form remains in effect through the end of the Subscription Term.
Effects of Termination
15.1 Discontinuation. Upon termination or expiry, the Customer’s access to the Service will be discontinued.
15.2 Data Export. For 30 days after termination, the Customer may export Customer Data using available export tools. After 30 days, Twini may delete Customer Data in accordance with the DPA.
15.3 Survival. Sections 1, 3, 4.4, 7 (for accrued fees), 8, 9, 12, 13, 14.4, 15, 16, 17, 18, 19, 20, 21, and 22 survive termination.
Publicity
Twini may use the Customer’s name and logo on its website and in marketing materials solely to identify the Customer as a user of the Service. The Customer may revoke this right at any time with 30 days’ prior written notice for future uses.
Force Majeure
Neither Party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, pandemic, strikes, failure of utilities, failure or outages of Third-Party Platforms or cloud infrastructure providers, or governmental actions. The affected Party will promptly notify the other and use commercially reasonable efforts to resume performance. If a Force Majeure event continues for more than 90 consecutive days, either Party may terminate the affected Order Form upon written notice, with pro-rata refund of any prepaid fees for the unused portion of the Subscription Term.
Notices
Notices under these Terms must be in writing and sent (a) to Twini at davide@twini.ai, with a copy to twini@pec.it for formal notices, or (b) to the Customer at the email address in its account or Order Form. Notices are deemed received on the next business day after sending, absent evidence of non-delivery.
Assignment
Neither Party may assign these Terms without the other Party’s prior written consent, except that either Party may assign to an Affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon written notice.
Modifications to Terms
20.1 Non-Material Updates. Twini may update these Terms to reflect changes in law, new features, security, or operational needs. Twini will post the updated Terms on its website with a new effective date. Any updates to these Terms will reflect reasonable business, legal or operational needs and will be communicated in a transparent manner. Twini does not intend to use such updates to retroactively alter the fundamental commercial balance of active subscriptions.
20.2 Material Changes. Material changes (including fee increases applicable to a Customer’s current Subscription Term, reductions in core Service functionality, or material changes to data protection terms) will be notified to the Customer at least 30 days before they take effect, via email to the account email address. If the Customer objects to a material change, the Customer may terminate the affected Order Form effective on the date the change takes effect, and Twini will refund prepaid fees for the unused period.
Governing Law and Jurisdiction
These Terms are governed by the laws of Italy, without reference to its conflict of laws rules. The Parties submit to the exclusive jurisdiction of the Court of Milan, Italy, for any dispute arising out of or related to these Terms.
General Provisions
22.1 Order of Precedence. In case of conflict, the order of precedence is: (a) the Order Form; (b) the DPA; (c) these Terms; (d) any other documents referenced.
22.2 Entire Agreement. These Terms, together with any applicable Order Form and the DPA, constitute the entire agreement between the Parties regarding the Service and supersede prior oral or written understandings.
22.3 No Waiver. Failure to enforce any right is not a waiver of that right.
22.4 Severability. If any provision is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision is modified to the minimum extent necessary to be enforceable.
22.5 Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
22.6 Third-Party Beneficiaries. There are no third-party beneficiaries.
22.7 Counterparts and Electronic Signature. These Terms and any Order Form may be executed in counterparts, including by electronic signature, each of which will be deemed an original and together will constitute one agreement.
22.8 Export and Sanctions Compliance. Each Party represents and warrants that it will not (a) provide access to the Service to persons or entities subject to sanctions administered by the European Union, the United Nations, the United States, or the United Kingdom; or (b) use or export the Service in violation of applicable export control or sanctions laws.
22.9 Language. These Terms are executed in the English language. In case of translation, the English version prevails.
Specific Approval of Clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code
The Customer specifically approves in writing the following clauses, which are deemed vexatious pursuant to Articles 1341 and 1342 of the Italian Civil Code:
• Art. 2.6 (Beta Features disclaimer of warranties and support)
• Art. 2.7 (Service availability; no uptime guarantee)
• Art. 3.3 (Prohibited Uses; grounds for breach)
• Art. 6.3 (Limited responsibility for Third-Party Platforms)
• Art. 7.3 (Late Payment and Suspension)
• Art. 11.4 (Disclaimer of warranties; exclusive remedies)
• Art. 12.4 (Customer indemnification obligations)
• Art. 13.1 (Aggregate liability cap)
• Art. 13.2 (Exclusion of indirect and consequential damages)
• Art. 14.2 (Automatic renewal)
• Art. 14.3 (Termination for cause)
• Art. 14.4 (Express termination clause under Art. 1456 c.c.)
• Art. 14.6 (Right to suspend the Service)
• Art. 14.7 (No termination for convenience)
• Art. 17 (Force Majeure 90-day cap)
• Art. 19 (Restrictions on assignment)
• Art. 20 (Unilateral modification of Terms)
• Art. 21 (Exclusive jurisdiction of the Court of Milan)