TERMS OF SERVICE
Last Updated: December 2025
BETWEEN: Twini S.r.l., a company incorporated under Italian law, with registered office at Via Pietro Paleocapa 7, 20121 Milano (MI), Italy, VAT/Tax Code 13697330960, REA MI-2739354, PEC: twini@pec.it ("Twini" or "Provider");
AND: The individual or legal entity subscribing to the Services ("Customer").
(Collectively, the "Parties")
1. DEFINITIONS
"AI Output": Any text, data, metadata, code, or content generated by the Service in response to Customer Data.
"Customer Data": All data, content, product catalogs, and information uploaded or connected to the Service by the Customer (e.g., via Shopify sync, PDF upload, or API).
"Order": The specific subscription plan (Tier), pricing, and payment terms selected by the Customer during the online checkout process or specified in a custom Enterprise quote.
"Service": The Twini AI-commerce platform, including the "Conversational PDP Widget" and "AI-Optimized Product Data" modules.
2. SERVICE & TRIAL
2.1 License. Subject to payment of fees, Twini grants Customer a non-exclusive, non-transferable, revocable (subject to Section 6) license to use the Service for its internal business purposes during the Subscription Term. The Customer represents that they are a business entity (B2B) and not a "consumer" as defined by Italian Legislative Decree 206/2005.
2.2 Free Trial. New Customers are eligible for a 7-day free trial.
Conversion: If the Customer does not cancel before the trial expires, the Service automatically converts to the paid Subscription Plan selected in the Order.
Data Loss: If cancelled during the trial, Twini reserves the right to immediately delete all Customer Data and AI Outputs. Twini shall have no liability for any loss of data or business interruption resulting from such deletion.
2.3 Prohibited Uses. Customer shall not use the Service to: (i) transmit spam, malware, or fraudulent content; (ii) generate content that is illegal, defamatory, or promotes discrimination; or (iii) reverse engineer the Service or use it to build a competitive product. Twini reserves the right to suspend accounts violating this clause immediately.
3. AI DISCLAIMER & USAGE
3.1 Probabilistic Nature. The Customer acknowledges that the Service utilizes Generative AI models which are probabilistic and non-deterministic. Twini does not guarantee the accuracy, truthfulness, or completeness of AI Outputs (including answers to shoppers or generated product metadata).
3.2 Configuration & Guardrails. The Service includes tools to set "Business Rules" and "Guardrails" (e.g., system prompts, negative constraints). The Customer is solely responsible for configuring these constraints. Twini is not liable for AI actions or hallucinations that occur because the Customer failed to implement available restriction settings.
3.3 Human Review. While Twini automates interactions, the Customer remains responsible for the overall supervision of the Service on their storefront. Twini is not liable for incorrect pricing displayed by the AI or offensive content generated in chat widgets.
4. FEES & PAYMENT
4.1 Fees. Fees are determined by the Tier selected in the Order (e.g., Starter, Growth, Scale) and are processed via third-party providers (e.g., Stripe).
4.2 Billing.
Monthly Plans: Billed in advance every 30 days.
Annual Plans: Billed in advance every 12 months.
4.3 No Refunds. All payment obligations are non-cancellable and fees paid are non-refundable.
4.4 Overage. If Customer exceeds the "Chats" or "Product Pages" limits of their Tier, Twini reserves the right to charge overage fees as specified in the pricing page. Continued excessive usage may require a mandatory upgrade to the next Tier for the subsequent billing cycle.
5. INTELLECTUAL PROPERTY & DATA
5.1 Twini IP. Twini retains all ownership rights to the Service, its underlying software, algorithms, and Twini-proprietary schemas (excluding the specific instance of Structured Product Data generated for Customer, which belongs to Customer).
5.2 Customer Ownership. The Customer retains ownership of all Customer Data. Furthermore, the Customer owns all rights, title, and interest in the specific AI Output generated for them.
5.3 License to Twini. Customer grants Twini a worldwide, royalty-free license to use, host, and process Customer Data and AI Outputs solely to: (i) provide the Service; (ii) create aggregated and anonymized analytics (where the Customer is not identifiable); and (iii) improve the Service's code and user experience. For the avoidance of doubt, Twini will not use Customer Data to train foundational Large Language Models (LLMs) unless the Customer explicitly opts into such training.
5.4 Marketing Rights. Customer grants Twini a limited, non-exclusive right to use Customer’s name, logo, and trademarks on Twini’s website and marketing materials solely to identify Customer as a user of the Service.
5.5 Data Protection (DPA). To the extent Twini processes personal data on behalf of Customer (e.g., shopper chats), the Parties agree to be bound by the Data Processing Agreement (DPA) available at https://www.twini.ai/dpa, which is incorporated into this Agreement by reference.
6. TERM & TERMINATION
6.1 Term. The agreement commences upon acceptance and continues for the duration of the cycle selected in the Order.
6.2 Auto-Renewal. The subscription automatically renews for successive periods of the same duration unless cancelled by the Customer at least 24 hours before the renewal date via the account dashboard.
6.3 Termination for Cause. Twini may terminate access immediately without notice if Customer violates these Terms or fails to pay fees.
7. LIMITATION OF LIABILITY
7.1 Cap. To the maximum extent permitted by applicable law, Twini’s total aggregate liability arising out of or related to this Agreement shall not exceed the amount paid by Customer to Twini in the six (6) months preceding the event giving rise to the claim.
7.2 Exclusions. In no event will Twini be liable for indirect damages, lost profits, loss of data, business interruption, or damages resulting from AI hallucinations, third-party platform failures (e.g., Shopify API outages), or third-party AI model failures.
7.3 Mandatory Law. Nothing in this Agreement excludes or limits liability for death, personal injury, fraud, willful misconduct ("dolo"), or gross negligence ("colpa grave") pursuant to Art. 1229 of the Italian Civil Code.
8. INDEMNIFICATION
8.1 By Customer. Customer agrees to indemnify and hold harmless Twini from any claims arising from: (i) Customer Data (including third-party IP violations); (ii) Customer’s use of AI Outputs in violation of laws; or (iii) any claims brought by Customer’s end-users regarding the chatbot interactions.
8.2 By Twini. Twini agrees to indemnify and hold harmless Customer from any third-party claim alleging that the Service (excluding Customer Data and AI Outputs) infringes a valid copyright or misappropriates a trade secret, provided Customer: (i) promptly notifies Twini; and (ii) gives Twini sole control of the defense.
8.3 Remedies. If a claim under Section 8.2 occurs, Twini may at its sole option: (a) modify the Service to be non-infringing; (b) obtain the right for Customer to continue using the Service; or (c) terminate the Service and refund any prepaid fees for the remainder of the term.
9. PRIVACY
9.1 Privacy Policy. The collection and use of personal data in connection with the Service are described in Twini’s Privacy Policy, available at https://www.twini.ai/privacy-policy.
10. GOVERNING LAW & JURISDICTION
10.1 Law. This Agreement is governed by the laws of Italy.
10.2 Venue. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Court of Milan.
10.3 Modifications. Twini may modify these Terms at any time by posting the revised version on its website. Material changes (e.g., price increases) will be notified to Customer 30 days in advance.
MANDATORY APPROVAL OF VEXATIOUS CLAUSES
(Specific approval pursuant to Articles 1341 and 1342 of the Italian Civil Code)
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer hereby specifically approves the clauses contained in the following articles:
Art. 2.2 (Automatic conversion from Trial to Paid & Disclaimer of Liability for Data Loss)
Art. 2.3 (Suspension for Prohibited Use)
Art. 3 (Disclaimer of Warranties / Probabilistic Nature of AI)
Art. 4.3 (No Refunds and Limitation of Exceptions)
Art. 6.2 (Automatic Renewal)
Art. 7 (Limitation of Liability / 6-Month Cap)
Art. 8 (Indemnification)
Art. 10.2 (Exclusive Jurisdiction of the Court of Milan)
Art. 10.3 (Unilateral Modification)