Terms of Service

1. Introduction

IKIbrain (“the Service”) is a platform offering an artificial intelligence-based chatbot service, developed and operated by IKIweb Internet Media s.r.l. (hereinafter “IKIweb”, “the Company”, “we” or “our”), with registered office at Via Varzi 6, Busto Arsizio (VA), Italy — VAT IT02848390122.

These Terms of Service (“Terms”) govern access to and use of the website ikibrain.ai, the application platform app.ikibrain.ai, the conversational widget (embedded in this website or in Customers’ websites and applications), the standalone chats accessible via QR code or direct link, and any related service.

By using the Service, the user declares to have read, understood and fully accepted these Terms and our Privacy Policy. If the user does not agree, they must not use the Service.

These Terms apply to:

• all visitors of the website, the widget and the standalone chats
• users registered on the platform
• Customers who have entered into a contract for the use of the Service

2. Description of the Service

IKIbrain lets Customers create and configure AI-powered assistants that answer based on the content the Customer provides and can be integrated into the Customer’s website or other channels. Features and limits depend on the subscribed plan and are shown on the Pricing page or in the dedicated offer. Features may evolve over time, as set out in art. 17.

3. Registration and account

To use the Service, a subscription is required, taken out either online or through a dedicated offer. The contract is concluded when the online order is completed or when the Customer accepts the offer in writing. Once the contract is concluded, the user receives instructions to access their account.

The user agrees to provide true and up-to-date information, to keep their credentials safe and not share them with third parties, to use the security measures made available, and to notify us immediately of any unauthorised access. The user is responsible for all activity carried out through their account.

The Service is intended exclusively for professionals, businesses and legal entities (“Customers”) acting in the course of their professional or business activity. The user declares that they are of legal age and do not act as a consumer pursuant to Italian Legislative Decree 206/2005.

Any reference to the “user” in these Terms shall be understood as referring to the Customer and to the natural persons accessing the Service on the Customer’s behalf, for whose actions the Customer is responsible.

4. Plans, subscriptions and payments

4.1 Plans and prices

Plans, features, limits, prices and billing cycles are shown on the Pricing page or in the dedicated offer. Prices exclude VAT. Promotions apply under the conditions stated in the offer; unless stated otherwise, renewals are charged at the list price in force at the time.

4.2 Term and payment

Each subscription runs for one month or one year, depending on the cycle chosen, and is activated once payment is received. Payment is made in advance, normally online through Stripe using the methods it offers: in that case the Customer authorises recurring charges for renewals and any plan changes. On request and by agreement, payment may be made by bank transfer against the invoice issued by the Company.

The Company issues an invoice for every payment. The Customer is responsible for the accuracy of the payment and billing details provided.

4.3 Renewal and cancellation

At the end of each period the subscription renews automatically for a period of the same length, unless cancelled. The Customer may cancel at any time before renewal, using the tools available in their account area or by writing to info@ikiweb.it. For payments by bank transfer, cancellation must be notified at least 30 days before the end of the period. The Service remains active until the end of the period already paid for.

4.4 Changing plans

Moving to a higher plan takes effect immediately, with payment of the difference for the remaining period. Moving to a lower plan, or to a shorter billing cycle where available, takes effect from the next renewal.

4.5 Price changes

The Company may change its prices with at least 30 days’ notice. The new prices apply from the first renewal after the notice period; a Customer who does not accept them may withdraw without penalty by the date they take effect, as set out in art. 16.3. If the Customer does not withdraw, the new prices are deemed accepted.

4.6 Refunds and credits

The Service is reserved for professionals and businesses: the statutory right of withdrawal for consumers does not apply. Payments made are non-refundable, except as provided in art. 16.3.

If the Service is unavailable for reasons attributable to the Company for more than 72 consecutive hours, the Customer may request, within 15 days of restoration, a proportional credit to be used against the next fee.

4.7 Non-payment

In case of non-payment, the Company may suspend the Service and, for payments through Stripe, the subscription may be cancelled; in that case, a new subscription is required to reactivate the Service. From the date of suspension, art. 16.4 applies.

In case of late payment, the Company reserves the right to charge default interest as provided by Italian Legislative Decree 231/2002.

5. Usage limits and fair use

Each plan has usage limits, for example on monthly messages, knowledge base content or storage space, shown on the Pricing page or in the dedicated offer together with how they are calculated. Monthly limits reset at the start of each calendar month.

When a limit is reached, the related feature may be restricted or paused (for messages, until the following month), with no additional charges. The Customer may move to a higher plan at any time. Such restrictions do not count as unavailability of the Service under art. 4.6.

Plans without preset limits remain subject to reasonable use, consistent with the Customer’s business. Circumventing limits, for example through multiple accounts or automated traffic, is not allowed. In case of unusual or improper use, the Company may contact the Customer, restrict the Service or suspend it as provided in art. 16.

6. Prohibited uses

The user undertakes not to use the Service to:

• Violate applicable national or international laws or regulations
• Exploit, harm or expose minors to inappropriate content
• Send unsolicited promotional material, spam or chain messages
• Impersonate other parties or falsely declare an affiliation
• Upload or train the chatbot with illegal, offensive, defamatory, discriminatory, pornographic content, content related to gambling or betting, or content that infringes third-party rights
• Generate or spread false, misleading or harmful information through the chatbot
• Upload to the knowledge base or systematically collect through the chatbot special categories of personal data within the meaning of art. 9 GDPR (e.g. data concerning health, religious beliefs, political opinions, sexual orientation, biometric data), unless previously agreed in writing with the Company
• Use automated systems (bots, spiders, scrapers) to access the Service without written authorization
• Attempt to gain unauthorized access to the Company’s systems, networks or data
• Introduce viruses, malware or other malicious code
• Interfere with the proper functioning of the Service or deliberately overload the infrastructure
• Resell, sublicense or redistribute the Service without written authorization
• Decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, algorithms or structure of the Service, except to the extent expressly permitted by applicable law

The above list is illustrative and not exhaustive. The Company reserves the right to evaluate any use of the Service not expressly contemplated and to take the measures referred to in art. 16.

7. User content

7.1 Ownership of content

The Customer retains full ownership of the content uploaded to the platform (documents, texts, FAQs, web pages). The Customer warrants that they have all the rights necessary to use such content and to authorise its processing by the Service.

7.2 Licence of use

By uploading content to the platform, the Customer grants the Company a non-exclusive, worldwide licence limited in time to the duration of the subscription, for the sole purpose of providing the Service (indexing, AI processing, response generation). This licence extends to the data retention period following account termination referred to in art. 16.4, limited to retention and export operations.

Under no circumstances will the Company use the Customer’s content for purposes other than providing the Service. In particular, such content will not be used to train artificial intelligence models, whether the Company’s own or those of third parties, nor transferred, sold or made accessible to third parties, except for the providers referred to in art. 11, to the extent strictly necessary to provide the Service. The Company treats the Customer’s content as confidential information.

7.3 AI-generated answers

The chatbot’s answers are generated by artificial intelligence models on the basis of the content provided by the user. Due to the intrinsic characteristics of artificial intelligence systems, the Company cannot guarantee the accuracy, completeness or appropriateness of such answers. The Customer acknowledges and accepts that AI-generated answers may contain errors, inaccuracies, omissions or outdated information, and that any reliance on such answers is at the Customer’s sole risk. The user is responsible for verifying and supervising the answers their chatbot provides to visitors, promptly notifying the Company of any anomalies or inappropriate behaviour by the chatbot, so that the Company can carry out the appropriate checks.

7.4 Transparency obligations

The Service includes a notice integrated in the chatbot interface informing visitors of the artificial nature of their counterpart. The user undertakes not to remove, hide or alter such notice.

Regardless of the above notice, the user is required to clearly indicate on their website, near the chatbot or in their own policy, that responses are generated by an artificial intelligence system and not by a human operator, in compliance with the transparency obligations set out in EU Regulation 2024/1689 (AI Act, art. 50).

If the user uses the chatbot in contexts involving the provision of medical, legal, financial or otherwise specialist information, they are required to display a clearly visible warning specifying that the chatbot’s answers are purely informative and do not in any way replace the opinion of a qualified professional. The lack of such warnings constitutes a breach of these Terms and may lead to the application of the measures referred to in art. 16.

8. Intellectual property

The Service, including software, code, interface, design, trademarks, logos and documentation, is the exclusive property of the Company or its licensors and is protected by Italian, European and international intellectual property laws.

The trademark “IKIbrain” and the associated logo may not be used without the Company’s written consent.

The user does not acquire any intellectual property right over the Service by virtue of using it.

9. Copyright infringement

The Company respects the intellectual property rights of others. If a rights-holder believes that content on the platform infringes their copyright, they can send a notice to info@ikiweb.it indicating:

• Identification of the protected work
• Indication of the allegedly infringing content and its location on the platform
• Contact details of the notifier
• Good-faith statement that the contested use is not authorised

Bad-faith notices may lead to liability for damages.

10. Communications

By signing up for the Service, the user consents to receive communications from us related to the Service (technical notifications, updates, security communications).

Any commercial communications are governed by the Privacy Policy. The user may opt out at any time by writing to info@ikiweb.it.

11. Third-party services and links

The Service may contain links to third-party sites or services. The Company has no control over such sites and assumes no responsibility for their content, privacy policies or practices.

The Service relies on third-party providers, for example for AI processing, hosting and payments, listed in the Privacy Policy. The user acknowledges that delivery of the Service depends on the availability and proper functioning of such third-party services and that IKIweb may not in any way be held responsible if the Service is unavailable or not fully functional due to issues with one or more of its providers.

12. Feedback

The user may provide suggestions, ideas or reports (“Feedback”). The user acknowledges that Feedback is not confidential and grants the Company the right to use, modify and incorporate such Feedback into the Service without any obligation of compensation or attribution.

13. Disclaimer of warranties

To the extent permitted by applicable law, the Service is provided “as is” and “as available”, without warranties of any kind, express or implied, including, by way of example, warranties of merchantability, fitness for a particular purpose or non-infringement of third-party rights.

In particular, the Company does not warrant that:

• The Service will be uninterrupted, error-free or 100% secure
• AI-generated answers are accurate, complete or suitable for specific purposes
• The Service will meet the user’s specific expectations
• Any defects will be corrected within a specific timeframe

The user uses the Service at their own risk and responsibility. Mandatory warranties under Italian law remain unaffected.

14. Limitation of liability

To the extent permitted by applicable law, the Company shall not be liable for indirect, incidental, special, consequential or punitive damages, including, by way of example, loss of profits, data, business opportunities or goodwill, arising from the use of or inability to use the Service.

In any case, the Company’s total liability towards the user shall not exceed the amount actually paid by the user for the Service in the 12 months preceding the event giving rise to the liability.

The limitations in this article do not apply in case of wilful misconduct or gross negligence by the Company, nor where applicable law does not allow such exclusion or limitation (art. 1229 of the Italian Civil Code).

15. Indemnification

The user undertakes to hold the Company, its directors, employees and collaborators harmless from any claim, damage, cost or expense (including legal fees) arising from:

• Breach of these Terms by the user
• Content uploaded by the user to the platform
• Improper use of the Service
• Infringement of third-party rights

16. Suspension and termination

16.1 Immediate suspension

The Company reserves the right to immediately suspend or terminate the user’s account, without notice, in case of:

• Fraudulent or abusive use of the Service
• Serious breach of these Terms, including the prohibited uses in art. 6
• Request from competent judicial or administrative authorities
• Conduct that endangers the security, integrity or availability of the Service or of other users’ data

16.2 Suspension with notice

In case of breaches that can be remedied, the Company will notify the user of the issue and grant a 15-day deadline to fix it. By way of example, remediable breaches include:

• Attempts to circumvent the plan’s usage limits, as set out in art. 5
• Other breaches of these Terms not falling under art. 16.1

If the user does not remedy the breach within the granted deadline, the Company may proceed with suspension and, subsequently, termination of the contract.

Non-payment is governed exclusively by art. 4.7.

16.3 Withdrawal by the user

The user may withdraw following the cancellation procedure in art. 4.3; withdrawal takes effect at the end of the period already paid for. In the cases of withdrawal without penalty provided for in arts. 4.5, 18 and 19, no notice period applies: written notice to info@ikiweb.it is sufficient, withdrawal takes effect from the date the change comes into force (under art. 19, from the date of the notice), and the Customer is refunded the portion of the fee relating to the unused period.

16.4 Effects of termination

Upon account termination, for any reason, the user’s data is retained for the period set out in Annex A of the DPA, during which the user may request an export. After this period, the data is permanently deleted, subject to any retention obligations required by law.

17. Changes to the Service

We reserve the right to modify, suspend or discontinue any aspect of the Service at any time, with or without notice. We will not be liable to the user if the Service, in whole or in part, becomes unavailable for any period of time, without prejudice to art. 4.6.

18. Changes to the Terms

The Company reserves the right to modify these Terms. Changes will be published on this page with an updated “Last updated” date.

For substantial changes, the user will be notified via email or platform notification with at least 30 days’ notice. If the user does not wish to accept the changes, they may withdraw from the contract without penalty by the effective date of the new Terms, in accordance with art. 16.3.

Continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

For non-substantial changes (formal corrections, clarifications, regulatory adjustments), publication on this page constitutes sufficient notice.

19. Force majeure

The Company shall not be liable for delays or non-performance in providing the Service due to force majeure events, defined as events beyond the Company’s reasonable control, including, by way of example: natural disasters, pandemics, acts of war or terrorism, government measures, telecommunications or power network outages, failures, interruptions or unavailability of the services of third-party providers relied upon by the Company (such as hosting, cloud infrastructure, artificial intelligence model providers), exceptional cyberattacks.

In case of force majeure, the Company’s obligations will be suspended for the duration of the event. The Company undertakes to inform the user promptly and to take every reasonable measure to restore the Service as soon as possible.

If the force majeure event lasts more than 60 continuous days, either party may withdraw from the contract without penalty, providing written notice to the other party.

20. Applicable law and jurisdiction

These Terms are governed by Italian law.

In case of any dispute arising from these Terms or from the use of the Service, the parties undertake to attempt mediation with a mediation body registered with the Italian Ministry of Justice, based in the province of Varese, before applying to the courts.

If the mediation attempt does not result in an agreement within 30 days from the filing of the request, or if one of the parties fails to take part, the Court of Busto Arsizio (VA) shall have exclusive jurisdiction.

21. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

22. Waiver

The Company’s failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision. A waiver of a term on a particular occasion shall not be deemed a continuing or future waiver.

23. Assignment of the contract

The user may not assign, transfer or delegate to third parties the rights or obligations arising from these Terms, nor their account, without the Company’s prior written consent.

The Company may assign these Terms, in whole or in part, to subsidiaries, affiliates or third parties as part of mergers, acquisitions, demergers or business unit transfers, providing notice to the user within 30 days of the completion of the operation. In such case, the user’s rights and obligations remain unchanged.

24. Specific approval of clauses

Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Customer declares that they have read and specifically approve the following clauses: 4.3 (renewal and cancellation), 4.4 (changing plans), 4.5 (price changes), 4.6 (refunds and credits), 4.7 (non-payment), 5 (usage limits and fair use), 13 (disclaimer of warranties), 14 (limitation of liability), 15 (indemnification), 16 (suspension and termination), 17 (changes to the Service), 18 (changes to the Terms), 20 (applicable law and jurisdiction), 23 (assignment of the contract).

25. Contacts

For any questions regarding these Terms of Service, you can contact us at:

• Company: IKIweb Internet Media S.r.l. — VAT 02848390122
• Registered office: Via Varzi 6, 21052 Busto Arsizio (VA), Italia
• Operational office: Vicolo della Assunta 5, Busto Arsizio (VA)
• Email: info@ikiweb.it
• Web: ikiweb.it