Terms and conditions of service

Software as a Service (SaaS)

Versione 1.0
Last updated: 22 July 2026
Effective date: 30 June 2026

1. RECITALS

1.1 These General Terms and Conditions of Service (hereinafter also the “Terms” or the “Agreement”) govern the terms and procedures for accessing and using the software platform known as KORA, developed and made available by TOOLS for SMART MINDS S.r.l. (hereinafter also the “Provider”), provided on a Software as a Service (SaaS) basis.

1.2 KORA is a software platform designed to enable authorized Users to interact with Generative Artificial Intelligence models, organize and consult corporate documentation, search for information within the Customer’s document assets, and support operational processes through digital assistance features.

1.3 These Terms exclusively govern the contractual relationship between the Provider and the Customer and supersede any prior agreement concerning the same subject matter, unless otherwise agreed in writing by the Parties.

1.4 Accessing, registering for, subscribing to a Subscription Plan, or using the platform constitutes full acceptance of these Terms, of the Privacy Policy, of any applicable Data Processing Agreement (DPA), where prepared and applicable, as well as of any further contractual documents referred to herein.

1.5 Where the Customer uses the platform on behalf of a company, entity or organization, the Customer represents and warrants that it has the authority required to assume obligations in the name and on behalf of the represented party.

1.6 The Service is intended exclusively for professional use. Unless otherwise stated, it is not intended for consumers within the meaning of Legislative Decree 206/2005 (Italian Consumer Code).

2. DEFINITIONS

For the purposes of these Terms, the following terms shall have the meaning assigned to them, regardless of whether they are used in the singular or plural.

“Account”
The credentials and information that enable access to the KORA platform.
“Administrator”
The User appointed by the Customer and authorized to configure the platform, manage Users and administer the Account.
“Customer”
The legal entity, professional, or other party entering into the Agreement with the Provider.
“Terms”
This document titled “Terms and Conditions of Service”, including its annexes and subsequent amendments.
“Agreement”
The set of documents governing the relationship between the Customer and the Provider, consisting at least of these Terms, the Order or Commercial Offer, the Privacy Policy and, where applicable, the Data Processing Agreement.
“Customer Data”
Any information, document, file, content, data or material uploaded, transmitted or otherwise made available by the Customer or by authorized Users.
“Documentation”
The documents, manuals, procedures, operating instructions, technical files or other content uploaded by the Customer to the platform.
“Provider”
TOOLS for SMART MINDS S.r.l., with registered office in Italy, the owner and developer of the KORA platform.
“Artificial Intelligence” or “AI”
The models and technologies used by the platform to process requests submitted by Users and to generate responses, content or suggestions.
“Output”
Any response, processing result, text, summary, analysis, or content generated by the platform in response to requests submitted by Users.
“Subscription Plan”
The specific commercial configuration of the Service subscribed to by the Customer, including the available features, usage limits and the applicable fee.
“Service”
The KORA software platform, including the features made available by the Provider according to the Subscription Plan selected.
“User”
The individual authorized by the Customer to use the Service through a personal Account.

3. PURPOSE OF THE AGREEMENT

3.1 For the term of the Agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the KORA platform exclusively for the Customer’s internal organizational purposes and in compliance with these Terms.

3.2 The Service is provided exclusively in Software as a Service (SaaS) mode and remains hosted on infrastructure selected by the Provider or its technology partners. No copy of the software is assigned or transferred to the Customer, except as may be provided for the On-Premise option governed by specific Special Terms or by the Commercial Order.

3.3 The Service includes only the features provided under the selected Subscription Plan. Any additional modules, integrations, customizations, professional services, consulting, training or software development constitute separate services and are governed by specific commercial agreements.

3.4 The Provider reserves the right to make updates, improvements, functional enhancements, bug fixes and technical changes to the Service, provided that such changes do not result in a material reduction of the essential features included in the selected Subscription Plan.

3.5 The Customer acknowledges that the Service uses Artificial Intelligence technologies whose operation may evolve over time, including as a result of updates released by the relevant technology providers.

3.6 This Agreement governs exclusively the grant of the right to use the KORA platform and does not entail any transfer of intellectual property rights in the software, its components, databases, interfaces, source code or any other elements comprising the platform.

4. REGISTRATION AND ACCOUNT MANAGEMENT

4.1 Access to the Service

Access to the KORA platform requires the creation of a personal Account associated with a duly registered Customer.

The Account is a personal identification tool for the User and allows access exclusively to the features included in the selected Subscription Plan.

4.2 Registration information

The Customer undertakes to provide complete, accurate and up-to-date information during registration and to promptly update it in the event of any changes.

The Provider may request additional information where necessary to activate the Service or comply with regulatory obligations.

4.3 Administrator Account

When the Service is activated, the Customer shall appoint at least one User as Administrator.

The Administrator is responsible for the initial configuration of the platform, the management of authorized Users, and the assignment of their respective authorization levels.

Actions taken by the Administrator are deemed to be performed in the name and on behalf of the Customer.

4.4 User management

The Customer may create, modify, suspend or delete the Accounts of authorized Users within the limits of the Subscription Plan.

The Customer warrants that each User shall use the Service exclusively for professional purposes connected with their work activities.

4.5 Access credentials

Authentication credentials are personal and may not be shared with other persons.

The Customer and authorized Users are required to adopt every reasonable measure to prevent their credentials from being used by unauthorized third parties.

Should there be any suspicion that credentials have been compromised, the Customer must promptly change them and inform the Provider if technical assistance is considered necessary.

4.6 Account responsibility

The Customer remains responsible for use of the platform through Accounts associated with its organization.

The Customer undertakes to adopt appropriate internal procedures to ensure that access to the Service is permitted exclusively to authorized individuals.

4.7 Suspension of Accounts

The Provider may temporarily suspend one or more Accounts if it detects unusual use, unauthorized access attempts, violations of these Terms, or circumstances that may compromise the security of the Service, notifying the Customer whenever reasonably possible.

5. SUBSCRIPTION PLANS

5.1 Availability of the Service

KORA is made available through different Subscription Plans, each with specific features, operational limits, included services and commercial terms.

The characteristics of each Plan are described in the commercial documentation, on the Provider’s website, or in the Order signed by the Customer.

5.2 Activation

The Service is deemed activated on the date indicated in the order confirmation or, if no date is specified, when the Customer receives the credentials to access the platform.

5.3 Change of Plan

The Customer may request a switch to a different Subscription Plan according to the procedures made available by the Provider.

Any change in pricing shall apply from the effective date of the agreed change.

5.4 Evolution of the Service

The Provider may introduce new features, modules or additional services, which may be included in different Subscription Plans or made available as optional services.

5.5 Usage limits

Each Plan may impose limits including, by way of example, the number of Users, usage volumes, available features or other technical parameters.

The Customer undertakes to comply with these limits and not to engage in conduct intended to circumvent them.

5.6 Professional services

Unless otherwise agreed in writing, the Subscription Plan includes exclusively the right to use the platform.

Consulting, training, customizations, software development, integrations with third-party systems, data migration or other professional services constitute separate services and shall be governed by specific agreements.

6. FEES, PAYMENT TERMS AND INVOICING

6.1 Fees

The Customer undertakes to pay the amounts provided under the selected Subscription Plan according to the terms and deadlines indicated in the Order or in the commercial documentation.

All amounts are exclusive of VAT and any applicable taxes, unless otherwise indicated.

6.2 Payment methods

Payments are made using the means made available by the Provider.

Where payment is processed by external payment service providers, the Customer acknowledges that those services are governed by their respective terms and conditions.

6.3 Invoicing

The Provider shall issue valid invoices in accordance with applicable tax legislation.

Invoices shall be transmitted in accordance with the procedures provided by applicable legislation.

6.4 Late payment

If payment is not made by the agreed deadline, the Provider may charge interest as provided by applicable law and request reimbursement of any costs incurred in recovering the debt.

6.5 Suspension of the Service

If the deadline specified in a payment reminder expires without payment, the Provider may suspend access to the Service until the Customer’s account is brought up to date.

Suspension shall not release the Customer from the obligation to pay amounts due.

7. TERM, RENEWAL AND WITHDRAWAL

7.1 Term

The Agreement shall remain in force for the term stated in the Order or in the selected Subscription Plan.

7.2 Renewal

Unless otherwise provided in the Order or unless notice is given within the prescribed period, the Agreement may renew according to the commercial terms applicable to the selected Plan.

7.3 Withdrawal

The Customer may withdraw from the Agreement in the cases provided by law or by the specific terms of the Subscription Plan.

Withdrawal shall not entitle the Customer to reimbursement of fees already accrued, unless otherwise provided by applicable law or specific agreements.

7.4 Termination of the Service

Upon termination of the Agreement, the Customer shall have 30 days to request the export of its Data, after which secure deletion shall take place.

The processing of any data still present within the Service shall continue to be governed by the applicable privacy documentation and by the data retention and deletion procedures adopted by the Provider.

7.5 Survival of certain clauses

Termination of the Agreement shall not affect the validity of the provisions which are intended to remain effective even after termination of the relationship, including, by way of example, those relating to intellectual property, confidentiality, limitation of liability, processing of personal data and dispute resolution.

8. USE OF THE SERVICE

8.1 General principles of use

The Customer undertakes to use the Service in compliance with these Terms, applicable law, and the principles of fairness, good faith and information security.

Use of the platform shall be limited to the professional purposes for which the Service was designed.

8.2 Use by authorized Users

The Customer is responsible for the activities carried out by authorized Users belonging to its organization.

The Customer undertakes to ensure that each User uses the Service in accordance with these Terms and any internal procedures adopted by the organization.

8.3 Prohibited uses

It is prohibited to:

  • use the Service for purposes contrary to law or public policy;

  • use the Service to disseminate unlawful, defamatory, discriminatory, offensive content or content that infringes third-party rights;

  • attempt to compromise the operation of the platform, the IT systems, or the infrastructure used by the Provider;

  • circumvent technical or functional limitations provided under the Subscription Plan;

  • carry out reverse engineering, decompilation or disassembly, or attempt to reconstruct the software, except where expressly permitted by applicable law;

  • use automated tools or procedures intended to interfere with the normal operation of the Service;

  • use the platform in a manner that compromises the availability of the Service for other Customers.

8.4 Compliance with applicable law

The Customer is solely responsible for ensuring that its use of the platform complies with the legislation applicable to its industry.

Use of KORA does not relieve the Customer of any legal, regulatory, or organizational obligations imposed by applicable legislation.

8.5 Service updates

The Customer acknowledges that the Service is subject to continuous functional and technological updates intended to improve the platform.

Such updates shall not constitute a contractual amendment, except as provided in Article 17.

9. CUSTOMER DOCUMENTATION AND DATA

The responses and information provided by KORA are generated by processing exclusively the documentation and content uploaded and made available by the Customer. The Customer assumes full and exclusive responsibility for the truthfulness, accuracy, completeness, and currency of all uploaded documents. The Provider does not carry out any substantive review of the content provided by the Customer and may not, in any way, be held liable for errors, inaccuracies or omissions resulting from incorrect, incomplete or outdated documentation.

9.1 Ownership of Data

The Customer retains full and exclusive ownership of all documents, data, information and content uploaded, stored or made available within the platform.

This Agreement does not transfer ownership of Customer Data to the Provider.

9.2 Limited license for the provision of the Service

To enable the platform to operate properly, the Customer grants the Provider a limited, non-exclusive, non-transferable license to process, for the term of the Agreement, Customer Data exclusively to the extent necessary to provide the Service.

Such authorization ceases upon termination of the contractual relationship, without prejudice to any retention obligations provided for by law.

9.3 Responsibility for uploaded content

The Customer warrants that it holds all rights necessary in relation to the data, documents and content uploaded to the platform.

The Customer assumes all responsibility in relation to the lawfulness of the uploaded content and holds the Provider harmless from claims brought by third parties arising from the infringement of intellectual property rights, confidentiality obligations or regulatory provisions attributable to the uploaded content.

9.4 Quality of information

The Provider does not carry out any prior verification of the correctness, completeness, currency or quality of the data uploaded by the Customer.

The quality of the outputs produced by the platform also depends on the quality, completeness and currency of the documentation made available by the Customer.

9.5 Data retention

Customer Data is retained for the time necessary to provide the Service and in accordance with the Privacy Policy, the Data Processing Agreement, where prepared and applicable, and the internal procedures adopted by the Provider.

Upon termination of the Agreement, for whatever reason, the return, export and subsequent deletion of the Customer’s Data and Documentation shall take place in accordance with the timing and procedures set out in Article 7.4 (as well as, where applicable, in accordance with the Data Processing Agreement).

9.6 Backup and business continuity

The Provider adopts organizational and technical measures considered appropriate to the nature of the Service in order to ensure the availability and integrity of the data processed.

The operational procedures for backup, disaster recovery and Service continuity are governed by the Provider’s technical documentation and internal procedures and may be updated over time without requiring an amendment to these Terms.

10. USE OF ARTIFICIAL INTELLIGENCE

10.1 Nature of the Service

KORA operates as a closed, private system: it does not search the public Internet and does not acquire data from external sources not expressly uploaded or authorized by the Customer.

The Artificial Intelligence features constitute an operational support tool and do not replace the professional, technical or decision-making activities of Users.

If the documentation uploaded by the Customer does not contain the information required to provide a reliable response, KORA shall indicate that it is unable to answer and shall refrain from retrieving or generating information from sources outside the Customer’s documentary resources.

10.2 Processing of requests

The responses generated by the platform are produced based on the requests submitted by Users, the documentation made available by the Customer, and the Artificial Intelligence models used by the Service.

The results may vary even where requests are worded in similar terms.

10.3 Verification of Output

The Customer undertakes to verify the correctness, completeness, currency and suitability of the information generated by the platform before using it in its operational or decision-making activities.

The responses generated by the platform do not constitute professional opinions or legal, tax, technical, medical or other specialist advice.

10.4 Possible inaccuracies

The Customer acknowledges that Artificial Intelligence systems may generate results that are incomplete, inaccurate, outdated or inconsistent with the specific context.

The use of Output therefore requires critical evaluation on the part of authorized Users.

10.5 Model training

Unless otherwise provided by specific written agreements or by the applicable privacy documentation, documents uploaded by the Customer shall not be used by the Provider to train the Artificial Intelligence models used to provide the Service.

10.6 Technological evolution

The Customer acknowledges that the Artificial Intelligence features may evolve over time as a result of the introduction of new models, technological updates, or changes made by the providers of the technologies integrated into the platform.

Such developments form part of the normal process of improving the Service and do not, in themselves, constitute amendments to these Terms.

11. SERVICE AVAILABILITY

11.1 Provision of the Service

The Provider undertakes to provide the Service on a continuous basis, adopting organizational and technical measures appropriate to the nature of the platform and the technologies used.

The Customer acknowledges that the Service is provided through IT infrastructure, telecommunications networks and services also supplied by third parties and that, consequently, operational continuity may be affected by factors outside the Provider’s direct control.

11.2 Scheduled maintenance

The Provider may carry out routine, extraordinary, adaptive, or corrective maintenance to ensure the security, reliability, updating and improvement of the platform.

Where reasonably possible, scheduled interventions that may result in temporary limitations of the Service shall be communicated to the Customer in advance.

11.3 Service interruptions

The Provider does not guarantee that the Service will be continuously available or uninterrupted.

Any suspensions may result, by way of example, from:

  • scheduled maintenance;

  • software updates;

  • urgent security interventions;

  • hardware failures;

  • unavailability of connectivity services;

  • cloud infrastructure malfunctions;

  • force majeure events;

  • measures issued by the competent Authorities.

11.4 Technological evolution

The Customer acknowledges that the Service is subject to continuous technological development.

The Provider may modify software components, technological architectures, infrastructure, Artificial Intelligence tools and integrated services where such changes are intended to improve, secure, or further develop the platform.

11.5 Technical support

The procedures for providing technical support, any applicable response times and the relevant terms are governed by the selected Subscription Plan or by specific commercial agreements.

12. INTELLECTUAL PROPERTY

12.1 Ownership of the platform

KORA, the related software, source code, object code, graphical interfaces, databases, algorithms, trademarks, logos, technical documentation, commercial documentation and any other element of the platform are the exclusive property of the Provider or of the respective rights holders.

This Agreement does not entail any transfer of intellectual property rights to the Customer.

12.2 License to use

The Customer acquires exclusively the right to use the Service within the limits provided in the selected Subscription Plan.

All rights not expressly granted are reserved by the Provider.

12.3 Restrictions

Except as permitted by mandatory applicable law, the Customer undertakes not to:

  • copy the software;

  • distribute the software;

  • grant sublicenses;

  • commercialize the Service;

  • modify the code;

  • create derivative works;

  • carry out reverse engineering activities;

  • attempt to access the source code;

  • use the Service to develop competing products.

12.4 Feedback

Where the Customer submits suggestions, ideas, improvement proposals or reports concerning the platform, the Provider may use them freely to develop the Service, without thereby granting the Customer any economic or intellectual property right, unless otherwise agreed in writing.

12.5 Trademarks

The Provider’s trademarks, trade names and distinctive signs may be used only with the Provider’s prior written authorization.

13. CONFIDENTIALITY

13.1 Confidential Information

All technical, commercial, organizational, financial or strategic information communicated by one Party to the other during the performance of the Agreement and not intended for public disclosure shall be considered Confidential Information.

13.2 Obligations of the Parties

Each Party undertakes to:

  • use Confidential Information exclusively for the performance of the Agreement;

  • restrict access to authorized personnel;

  • adopt appropriate protective measures;

  • avoid unauthorized disclosure.

13.3 Exclusions

The following shall not be considered Confidential Information:

  • information that is already publicly available;

  • information that becomes public without breach of this Agreement;

  • information already lawfully known to the receiving Party;

  • information that must be disclosed pursuant to legal obligations or orders of a competent Authority.

13.4 Term

The confidentiality obligations shall remain effective even after termination of the Agreement for a period of five (5) years, unless different periods are prescribed by law or by specific agreements between the Parties.

14. PROCESSING OF PERSONAL DATA

14.1 Applicable law

The Parties undertake to process personal data in compliance with Regulation (EU) 2016/679 (GDPR), Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, and all other applicable legislation.

14.2 Privacy documentation

The manner of processing personal data is governed by the Provider’s Privacy Policy and by the Data Processing Agreement (DPA), where prepared and applicable, which form an integral part of the contractual relationship.

14.3 Data protection roles

Each Party acts within the roles and responsibilities established by applicable law and by the contractual documentation.

14.4 Security

The Provider adopts technical and organizational measures considered appropriate to the nature of the Service in order to protect the data processed from unauthorized access, loss, alteration or accidental disclosure.

The specific security measures adopted may evolve over time in response to technological developments and changing cyber threats.

14.5 Customer responsibility

The Customer remains responsible for the lawfulness of the personal data uploaded to the platform and for the existence of the legal bases necessary for its processing.

15. LIMITATION OF LIABILITY

15.1 Nature of the Service

The Customer acknowledges that KORA is a software platform designed to support document consultation, information search and operational assistance activities through Artificial Intelligence technologies. The Service does not replace the professional, technical, organizational or decision-making activities of Users and may not be regarded as a tool capable of making autonomous decisions. The results generated by KORA are provided solely as informational and operational support for Users. The Customer remains exclusively responsible for verifying the relevance and accuracy of the Output before using it for production, technical, maintenance, or decision-making purposes.

15.2 Customer responsibility

The Customer retains full responsibility for:

  • its decision to use the Service;

  • the data uploaded to the platform;

  • the instructions given to Users;

  • verification of the results produced;

  • decisions made on the basis of the information processed by KORA.

Use of the Service does not relieve the Customer of the obligation to carry out the verifications considered necessary in connection with its own activities.

15.3 Limitation of the Provider’s liability

To the extent permitted by applicable law, the Provider shall not be liable for direct or indirect loss or damage arising, by way of example and without limitation, from:

  • improper use of the Service;

  • inaccurate, incomplete or outdated data uploaded by the Customer;

  • errors or omissions in the documentation provided by the Customer;

  • operational, organizational, financial or commercial decisions made by the Customer on the basis of Output generated by the platform;

  • interruption or unavailability of services provided by third parties;

  • force majeure events or circumstances not attributable to the Provider.

15.4 Exclusion of indirect damages

Except in cases of willful misconduct or gross negligence, and to the extent permitted by law, the Provider shall not be liable for:

  • loss of revenue;

  • loss of profit;

  • loss of business opportunities;

  • reputational damage;

  • loss of customers;

  • business interruption;

  • loss of data attributable to the conduct of the Customer or third parties;

  • any indirect or consequential loss or damage.

15.5 Maximum liability

Without prejudice to mandatory applicable law, the Provider’s total aggregate liability arising out of this Agreement shall not exceed the total amount paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim for damages.

15.6 Liability that cannot be excluded

All cases of liability that applicable law does not permit to be limited or excluded shall remain unaffected.

16. SUSPENSION AND TERMINATION OF THE AGREEMENT

16.1 Suspension of the Service

The Provider may suspend, in whole or in part, access to the Service in any of the following circumstances:

  • failure to pay amounts due;

  • use of the platform in violation of these Terms;

  • use that may compromise the security of the Service;

  • a request from a competent Authority;

  • the need for urgent intervention to protect the infrastructure or other Customers.

Where possible, the Provider shall inform the Customer in advance.

16.2 Termination for breach

Either Party may terminate the Agreement pursuant to Article 1453 of the Italian Civil Code if the other Party is responsible for a material breach of contract and fails to remedy it within a reasonable period following receipt of notice of the breach.

16.3 Effects of termination

Upon termination of the Agreement:

  • the right to use the platform ceases;

  • the Customer’s Accounts may be deactivated;

  • the clauses which are intended to remain effective even after termination of the relationship, shall continue to apply.

17. CHANGES TO THE SERVICE AND TO THESE TERMS

17.1 Development of the platform

The Provider may make technical, functional or organizational changes to the platform where necessary to improve its security, reliability, performance or functionality.

17.2 Contractual amendments

The Provider reserves the right to amend these Terms where necessary due to:

  • regulatory changes;

  • technological developments;

  • the introduction of new features;

  • organizational changes to the Service;

  • security requirements.

Changes will be communicated to the Customer through appropriate means and shall become effective as of the date indicated in the relevant notice.

17.3 Rejection of changes

Where a change materially affects the Customer’s rights or obligations, the Customer may exercise its right of withdrawal within any time limit specified in the notice received.

18. FINAL PROVISIONS

18.1 Entire agreement

These Terms, together with the Order, the Privacy Policy, the Data Processing Agreement (where prepared and applicable) and any other documents referred to herein, constitute the entire agreement between the Parties concerning use of the Service.

18.2 Severability

The invalidity, nullity or unenforceability of one or more provisions of this Agreement shall not affect the validity of the remaining clauses, which shall remain fully effective.

18.3 No waiver

Any failure by the Provider to exercise one or more rights provided under this Agreement shall not constitute a waiver of those rights.

18.4 Assignment of the Agreement

The Customer may not assign this Agreement or transfer any rights or obligations arising therefrom, without the Provider’s prior written consent.

The Provider may assign the Agreement as part of extraordinary corporate transactions such as mergers, demergers, contributions of a business or transfers of a business division, upon notice to the Customer.

18.5 Notices

Any notice relating to this Agreement must be given using the contact details provided by the Parties or through the tools made available via the Service.

18.6 Governing law

This Agreement is governed by Italian law.

18.7 Jurisdiction

The Court of Brescia shall have exclusive jurisdiction over any dispute concerning the validity, interpretation, performance, or termination of this Agreement, without prejudice to any mandatory rules of jurisdiction prescribed by law.

Annex A - Contractual documents

The following form an integral part of this Agreement:

  • the Offer or Order signed by the Customer;

  • these Terms and Conditions of Service;

  • the Privacy Policy;

  • the Data Processing Agreement (DPA), where prepared and applicable;

  • any special terms agreed in writing between the Parties.

In the event of a conflict between the documents listed above, the following order of precedence shall apply:

  1. Order or Commercial Offer;
  2. Special Terms;
  3. Terms and Conditions of Service;
  4. Data Processing Agreement (where signed between the Parties);
  5. Privacy Policy.

Final article

These Terms shall enter into force as of the date of their publication and supersede all previous versions relating to the KORA Service.