General terms and conditions

1. Definitions

1.1 For the purposes of these GTC, capitalised terms have the meaning set out below, unless the context requires otherwise.

"Account": the electronic profile assigned to the Customer and, where applicable, to its Authorised Users, identified by authentication credentials, which allows access to and use of the Service. For the purposes of these GTC:

1. i. the Account is personal and may not be transferred to third parties;
2. ii. the Account is identified by authentication credentials for which the Customer and the Authorised Users are responsible;
3. iii. Pythagor reserves the right to verify that Accounts are genuine for the purposes of access to the Service.

"AI Act": Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, and any related legislation applicable to the Parties and to the Service.

"Customer": any natural or legal person, including a sole proprietorship and a micro-enterprise as defined in article 18, paragraph 1, letter d-bis) of the Consumer Code, who subscribes to the Service through the Order for purposes falling within, or in any case not marginally connected with, its business, commercial, craft or professional activity. The Service is not intended for natural persons acting as consumers within the meaning of article 3, paragraph 1, letter a) of the Consumer Code, that is for purposes unrelated, even only in a not marginal part, to any business, commercial, craft or professional activity they may carry out; a Customer who is a natural person declares, upon registration, that they subscribe to the Service for their own professional purposes or for those of the sole proprietorship they own. Pythagor reserves the right not to accept the registration, or to suspend or delete an Account already activated, if it finds that the Customer does not meet or no longer meets the subjective requirement above, including where it emerges that a Customer who is a natural person uses the Service for personal purposes unrelated to their activity.

Whether a person qualifies as Customer under the definition above depends on the actual purpose pursued in subscribing to the Service, and not on the mere indication of a VAT number, on the legal form adopted or on a statement of the Customer that is inconsistent with the objective function of the Service, which is inherently intended for commercial location analysis supporting business decisions.

"Credits": the units of use of the Service that the Customer may purchase on a recurring or one-off basis, which entitle the Customer to request and obtain the processing of one or more Reports through the Platform, as set out in the Price List and in the Order. The number of Credits required for each type of Report may change over time according to the Price List in force at the time of the request.

"Customer Data": the parameters, information and data, as well as the documents containing them, entered by the Customer or by an Authorised User in the Service Interface for the purpose of generating a Report, such as, by way of example, the address or coordinates of the location to be analysed, the product category, the radius or travel time of the catchment area and the further parameters required by the Platform. The definition includes the Customer's proprietary data, documents or datasets supplied to or uploaded on the Platform.

"DPA" (Data Processing Agreement): the agreement on the processing of personal data entered into by the Parties under article 28 of the GDPR, accepted by the Customer together with these GTC as set out in article 4.2, and intended to apply to any personal data contained in the Customer Data.

"Third-Party Sources": the databases, datasets and public or proprietary third-party information sources used by Pythagor, directly or through Third-Party Providers, to process the Reports, as set out in article 10 (Third-Party Sources and algorithmic transparency).

"Third-Party Providers": the third parties that Pythagor uses for the provision of all or part of the Service, including, by way of example and without limitation, providers of cloud services, technological infrastructure, artificial intelligence services, large language models (LLM), authentication services, APIs, hosting, monitoring, cybersecurity, data processing or other technological services needed for the operation of the Platform, who also act as sub-processors under article 28 of the GDPR.

"GDPR": Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data.

"Service Interface": the application interface (including dashboards and management screens) that allows the Customer to enter Customer Data, request the processing of Reports, and manage the Reports, the Authorised Users, the Credits and the subscribed Plan.

"Price List": the document, made available through the Service Interface and/or the website www.pythagor.it, that sets out the available Plans, their fees, the number of Credits required for each type of Report or analysis module and the further economic conditions that apply, subject to change over time as set out in article 7 (Fees and Price List).

"Order": the order form, the pricing plan or the equivalent instrument (including the online subscription through the Service Interface, accepted electronically as set out in article 4) through which the Customer subscribes to a Plan, indicating its duration, the features included and any applicable Credits, against payment of the fee due under the Price List in force at the time of subscription.

"Plan": each of the commercial offers made available by Pythagor, which may be subscribed to as a recurring subscription (e.g. monthly or yearly) or through a non-recurring ("one-off") purchase of Credits, as set out in the Price List and in the Order.

"Platform" or "Theorem©": the proprietary software platform developed and operated by Pythagor, accessible via the web, made up of the applications, algorithms, analysis models, databases, interfaces, features and technological components that allow the provision of the Service, the processing of Customer Data and Third-Party Sources, and the generation of Reports.

"Report" or "Output": the location analysis document generated by the Platform upon a request of the Customer, including, by way of example, opportunity scores, competition analysis, demographic data, pedestrian flows, environmental, social and governance (ESG) indicators, real-estate availability and strategic summaries generated by artificial intelligence systems, made available in electronic format (including, by way of example, PDF and Excel).

"Service": each of the services made available by Pythagor through the Platform under the Plan subscribed to by the Customer, including, by way of example and without limitation: (i) access to the Platform; (ii) the processing of Customer Data and Third-Party Sources; (iii) the generation of Reports, indicators, scores, maps and recommendations; (iv) the use of modules, artificial intelligence features and ancillary services included in the subscribed Plan; (v) updates, maintenance and technical support, where provided.

"Authorised User": any natural person authorised by the Customer and enabled by Pythagor to access the Service through an Account attributable to the Customer.

2. Subject matter and scope of the Service

2.1 These GTC govern the conditions of access to and use of the Service provided by Pythagor on the Platform, available on the website www.pythagor.it or on the further domains communicated by the Company.

2.2 The Service allows the Customer to request, through the Service Interface and on the basis of the Customer Data entered, the processing of location analysis Reports relating to a given geographical area, generated by the Platform by integrating Pythagor's proprietary databases and Third-Party Sources, and by using artificial intelligence systems to generate the strategic summaries contained in the Reports, as set out in article 7 (Content and limits of the Report) and article 10 (Third-Party Sources and algorithmic transparency).

2.3 The content and actual availability of the Service depend on the Plan subscribed to by the Customer and on any functional or quantitative limits set out in the Order, in the Price List or in the Service Interface.

2.4 The Service is provided on a self-service basis: the Customer accesses the Platform independently, enters the necessary Customer Data and obtains the Report without any human intervention by Pythagor, without prejudice to the technical support under article 13.

2.5 Pythagor reserves the right to change the features of the Service without notice, including the areas that can be analysed, the information available and the features of the Service Interface.

3. Contractual documents and order of precedence

3.1 The documents governing the relationship between the Parties are, in decreasing order of precedence in case of conflict:

1. i. the Order and any special conditions accepted by the Parties;
2. ii. the DPA and its annexes;
3. iii. these GTC;
4. iv. the Price List and the Service Interface.

4. Conclusion of the Contract online

4.1 The contract between Pythagor and the Customer is concluded electronically through the Platform, following the procedure made available on the website www.pythagor.it, without the need for a paper signature.

4.2 To conclude the contract, the Customer must: (i) register on the Platform, providing the identification data required about itself and, where applicable, about its Authorised User; (ii) select the desired Plan among those set out in the Price List; (iii) read and fully accept, by means of a specific flag or similar electronic acceptance mechanism (so-called point and click), these GTC and the DPA, as an integral and substantial part of the same act of acceptance (including the separate list of clauses to be specifically accepted under articles 1341 and 1342 of the Italian Civil Code); (iv) complete the activation procedure, including, where applicable, the payment of the fee due under the selected Plan. The DPA applies from the conclusion of the contract and governs the processing of any personal data contained in the Customer Data that the Customer enters in the Platform during the relationship.

4.3 The contract is deemed concluded and binding on the Parties when the Customer completes the procedure under the previous paragraph. Pythagor will send the Customer confirmation of the activation of the Service to the email address provided at registration.

4.4 The Customer warrants that the data provided at registration are true, complete and up to date, and undertakes to promptly notify Pythagor of any subsequent change. Pythagor reserves the right to refuse or suspend (i) the registration in case of incomplete, untrue or unverifiable data and (ii) the Customer's continued presence on the Platform and use of the Service, by suspending or deleting the Account, if it finds that the Customer's eligibility requirements under article 1.4, including the professional requirement, were not met at registration or have since ceased to be met.

4.5 The Customer is responsible for keeping the access credentials of its Account safe and for any activity carried out through it, subject to the obligation to report any unauthorised use to Pythagor without delay.

4.6 After the conclusion of the contract under article 4.2, the Service will be purchased only through the Platform, by completing steps (ii) and (iv) of that article, where relevant.

4.7 The Company may agree with the Customer on ways of concluding the contract that depart from the above.

5. Duration, renewal and withdrawal

5.1 Subscription Plans. For Plans subscribed to as a recurring subscription, the contract has the initial duration set out in the Order (e.g. monthly or yearly) and renews automatically for periods of the same duration, unless the Customer gives notice of termination through the Service Interface or in writing at least fifteen (15) days before the end of the current period for subscriptions of one or more months (e.g. quarterly), and at least sixty (60) days before the end of the period for yearly subscriptions. Credits not used by the end of the subscription do not give rise to any refund, unless otherwise stated in the Price List.

5.2 One-off purchases of Credits. A non-recurring purchase of Credits does not entail any renewal obligation and ends when the Credits are used or when the validity period set out in the Price List or in the Service Interface at the time of purchase expires, it being understood that Credits not used by then do not give rise to any refund, unless otherwise stated in the Price List.

5.3 Termination for breach. Each Party may terminate the contract in case of serious breach by the other Party of the obligations under these GTC that is not remedied within fifteen (15) days of receipt of a written notice, without prejudice to the right to compensation for damages.

5.4 Effects of termination. When the contractual relationship ends, for any reason, the Customer loses the right to access the Platform and to use the Service, without prejudice to the right to keep the Reports already generated and downloaded before termination, unless otherwise provided in case of breach of these GTC.

6. Fees and Price List

6.1 Access to the Service is subject to payment of the fee set for the Plan selected by the Customer, according to the amounts, invoicing methods and economic conditions set out in the Price List in force at the time of subscription of the Order or of purchase of the Credits.

6.2 The Price List is not an integral part of these GTC and may be changed by Pythagor at any time, with effect for new subscriptions, renewals and purchases made after the date of publication of the change. The economic conditions applicable to an ongoing Order remain unchanged for the whole invoicing period or commitment already subscribed to, unless otherwise agreed by the Parties.

6.3 Unless otherwise stated, fees are expressed net of value added tax and of any applicable tax charges, which will be invoiced according to the law in force.

6.4 In case of failure to pay when due, Pythagor reserves the right to suspend or limit access to the Service until payment is made, without prejudice to the right to terminate the contract under article 5.3 and to claim default interest under the law applicable to late payment in commercial transactions.

6.5 Any promotions, discounts or price reductions may be offered by Pythagor for a period and under conditions communicated at the time of the offer; unless otherwise stated, promotions cannot be combined and, when they expire, the ordinary conditions of the Price List in force apply.

7. Content and limits of the Report

7.1 The Report is generated by the Platform on the basis of the Customer Data and of the Third-Party Sources available at the time of processing, according to Pythagor's proprietary methodology. The quantitative scores and numerical indicators contained in the Report are calculated with a deterministic and traceable method defined by Pythagor on the basis of the available data.

7.2 The strategic summaries, textual recommendations and operational priorities that may be contained in the Report are generated by artificial intelligence systems from the same data and quantitative indicators, as set out in article 11 (Provisions on artificial intelligence).

7.3 The Report is provided for information purposes only and to support the Customer's decisions on location strategy and monitoring of points of sale. The Report does not constitute professional advice of any kind (legal, financial, real-estate, town-planning or other), nor does it guarantee that the Customer will achieve any particular economic or commercial result.

7.4 The Customer acknowledges that the accuracy and completeness of the Report depend on the quality, availability and updating of the Third-Party Sources used, which may have methodological limits, estimation margins, variable update frequencies and, in some cases, derived or estimated data rather than directly observed data, as indicated in the methodology of the Report itself.

7.5 It is understood that Pythagor accepts no liability, whether contractual, non-contractual or otherwise, including for slight negligence, for decisions taken by the Customer on the basis of the Report, nor for any errors, omissions or inaccuracies in the Report or in the information it contains, except in cases of wilful misconduct or gross negligence and cases of liability that cannot validly be excluded or limited under applicable law, and without prejudice to the provisions on human review in article 11.5.

8. Customer's undertakings

8.1 The Customer undertakes to use the Service, the Service Interface and the Report only in a manner consistent with its business, commercial, craft or professional activity, in line with the purpose of the Service and with these GTC. Without prejudice to the above, the Report and the information it contains may not be resold or in any way transferred, even partially, to third parties without Pythagor's prior written consent.

8.2 The Customer undertakes not to transfer to third parties, on any basis, the Credits purchased, unless otherwise agreed in writing with Pythagor.

8.3 The Customer undertakes not to carry out, directly or indirectly, and however named, any activity aimed at copying, decompiling, decoding, disassembling or otherwise reverse-engineering the Platform, or having the effect of achieving such results, except where mandatorily permitted by applicable law.

8.4 In case of suspected breach of the undertakings in this article, Pythagor reserves the right to suspend the Service and to terminate the contract under art. 19.1, without prejudice to the right to compensation for further damages.

9. Third-Party Providers and sub-processors

9.1 Pythagor may use Third-Party Providers for the provision of all or part of the Service, including as sub-processors under article 28 of the GDPR, in compliance with applicable law.

9.2 The list of sub-processors under article 28 of the GDPR is governed by the DPA.

9.3 Pythagor reserves the right to replace, add to or change its Third-Party Providers for technical, operational, security or regulatory reasons, ensuring compliance with the obligations under applicable law and these GTC.

10. Third-Party Sources and algorithmic transparency

10.1 The Customer acknowledges that the processing of the Reports relies, in addition to Pythagor's proprietary databases, on the integration of public and private Third-Party Sources.

10.2 Pythagor may replace, add to or remove the Third-Party Sources used for technical, operational, quality or data-update reasons, without this constituting a material change to the Service or requiring individual notice to the Customer.

10.3 It remains understood that the calculation methodologies, the proprietary algorithms, the weights given to each indicator and the overall weighting logic constitute Pythagor's confidential know-how and are not subject to any disclosure obligation, without prejudice to the algorithmic transparency obligations under applicable law, including those under the AI Act as set out in article 11. The complete list and the specific combination of the Third-Party Sources actually used by Pythagor, to the extent that such set or its configuration is not generally known or easily accessible to operators in the sector and has economic value because it is confidential, likewise constitute Pythagor's confidential business information under articles 98 and 99 of the Italian Industrial Property Code, regardless of whether the individual Third-Party Sources, taken in isolation, are public.

11. Provisions on artificial intelligence

11.1 Qualification of the system. The Customer acknowledges that the Platform includes an artificial intelligence component within the meaning of the AI Act, limited to the generation of the strategic summaries, textual recommendations and operational priorities contained in the Reports, starting from quantitative indicators calculated with a deterministic method as set out in article 7. The Service as a whole is not based on artificial intelligence: the quantitative indicators and scores under article 7.1, which form the informational core of the Report, are calculated with a deterministic method and are not based on artificial intelligence systems. Only the text-summary component under this article is designed and provided as an artificial intelligence system which, based on its intended use and on the restrictions of use in this article, does not fall among the high-risk systems listed in Annex III of the AI Act, without prejudice to the Customer's obligation to promptly notify Pythagor of any intended use of the Service that could lead to a different risk qualification, as set out in article 11.7.

11.2 Transparency obligations (article 50 AI Act). Pythagor takes reasonable measures so that the Platform indicates, clearly and accessibly, that the contents of the Report generated by artificial intelligence are produced by an automated system. The Customer in turn undertakes to inform its Authorised Users and, where the Report is shared with third parties within the limits allowed under this contract, the final recipients, of the automated nature of such contents and of the limitations described in this article, refraining from presenting the summaries generated by artificial intelligence as human, certified or verified work, unless a human review has taken place.

11.3 Marking of content generated by artificial intelligence (article 50, paragraph 2, AI Act). Without prejudice to the previous paragraph, Pythagor undertakes to adopt, for the strategic summaries and textual recommendations generated by artificial intelligence and included in the Reports, technical solutions to mark such contents in a machine-readable format and make them detectable as artificially generated or manipulated, to the extent technically feasible, taking into account the specific features and limits of the formats in which the Report is delivered, implementation costs and the generally acknowledged state of the art, also in light of any codes of practice, guidelines or technical standards published by the European Commission or by the European AI Office. The Customer acknowledges that such technical marking may not be preserved if the Report is converted, exported, printed or otherwise modified outside the Platform, and that preserving it, once the Report has been lawfully made available to the Customer, is not Pythagor's responsibility.

11.4 Probabilistic nature and no warranty. The summaries and recommendations generated by artificial intelligence are probabilistic in nature and may contain inaccuracies, approximations, omissions or bias. Pythagor does not warrant the accuracy, completeness or fitness of such contents for any specific purpose of the Customer, without prejudice to article 7 as regards the quantitative and deterministic component of the score.

11.5 Human review. The Customer undertakes not to use the summaries and recommendations generated by artificial intelligence as the sole basis for decisions likely to have significant effects, in particular decisions to invest, to open, run or close a point of sale, or other significant business decisions, without a reasonable human review of the content of the Report as a whole, including the underlying quantitative indicators.

11.6 Prohibited uses. The Customer undertakes not to use the Service to take automated decisions producing legal or similarly significant effects on natural persons without adequate human oversight and a suitable legal basis, and not to use the Service for purposes falling among the artificial intelligence practices prohibited under article 5 of the AI Act.

11.7 Change of intended use. The Customer undertakes to notify Pythagor without delay of any intention to use the Service in a context likely to give rise to stricter regulatory obligations, including a different risk qualification under the AI Act, or involving high-impact decisions on natural persons. In that case, Pythagor may, at its reasonable discretion: (i) refuse the proposed use; (ii) suspend access to the Service for the use concerned; and/or (iii) propose additional contractual terms and compliance measures as a condition for continued use.

11.8 Third-party sources for AI Act compliance. To comply with the algorithmic transparency obligations under the AI Act, Pythagor takes into account the following third-party sources: (i) the technical documentation and terms of use made available by the individual Third-Party Providers of cloud infrastructure and artificial intelligence models (including their policies on data retention, security and not using Customer Data to train models); (ii) the guidelines and implementing guidance published by the European Commission and by the European AI Office on risk classification and transparency obligations; (iii) any indications of the Italian Data Protection Authority on generative artificial intelligence systems; (iv) the risk-mitigation measures (rate limiting, anomaly detection, output filters) adopted by the Third-Party Providers and by Pythagor; (v) the further information required from time to time by applicable law.

12. Protection of personal data

12.1 Where the Customer Data entered in the Platform contain personal data, the Customer acts as controller within the meaning of article 4, point 7, of the GDPR and Pythagor acts as processor under article 28 of the GDPR, regardless of whether the personal data relate to the Customer itself, to one of its Authorised Users or to a third party identified by the Customer for the purposes of the analysis (including a sole proprietorship whose name coincides with the name and surname of its owner). To this end, the Parties have signed the DPA together with these GTC as set out in article 4.2; the DPA governs the processing instructions, the security measures, the sub-processors, the ways in which Pythagor assists the Customer in handling data subjects' rights and personal data breaches, any transfers outside the EEA and the return or deletion of data at the end of the Service. It is understood that the personal data of the Customer and of the Authorised Users collected for managing the Account, for invoicing, for identifying the persons authorised to act on behalf of the Customer and the Customer's legal representative, as well as any other personal data processed by Pythagor for its own purposes connected with managing the contractual relationship, do not fall within the notion of Customer Data for the purposes of this article: for such processing Pythagor acts as an independent controller, under its own privacy notice made available through the Platform, and no separate DPA is required.

12.2 The Customer warrants that it has all the legal bases needed to enter the Customer Data in the Platform, including, where the Customer Data concern third-party natural persons identified by the Customer (e.g. owners of sole proprietorships), compliance with the information obligations under article 14 of the GDPR towards such persons, and undertakes not to enter, through the Service Interface, special categories of personal data under article 9 of the GDPR, unless otherwise agreed in writing with Pythagor. Pythagor disclaims any liability, and the Customer undertakes to indemnify and hold the Company harmless from any third-party claim connected with a breach of this article.

12.3 Pythagor processes Customer Data containing personal data only on the Customer's instructions and for the purpose of providing the Service. Pythagor may also use Customer Data for aggregated multi-customer statistical purposes, to enrich its proprietary databases and to train, refine or evaluate artificial intelligence systems or models, provided that such data have first been irreversibly anonymised according to the state of the art, so that the natural persons to whom they refer cannot be identified, directly or indirectly, by means reasonably likely to be used. Where Pythagor intends to process non-anonymised data for a purpose of its own beyond the provision of the Service, such processing requires the Customer's prior written consent and, for that part of the processing, Pythagor acts as an independent controller, or as a joint controller under article 26 of the GDPR where the Parties jointly determine the purposes and means of that specific processing, without prejudice to the DPA for the processing carried out by Pythagor as processor.

13. Security, availability and support

13.1 Pythagor adopts technical and organisational measures appropriate to the risks identified, including access controls, data encryption, multi-factor authentication for sensitive access, logging and periodic review of access, and anti-abuse measures.

13.2 Any service level commitments (SLA) apply only if expressly provided for in the Order or in a specific annex; in the absence of such provision, no specific availability commitment is made, without prejudice to Pythagor's commitment to take reasonable measures to ensure the continuity of the Service.

13.3 Where provided by the subscribed Plan, technical support is available as set out in the Service Interface or in the Order. Pythagor may temporarily interrupt the Service for scheduled or extraordinary maintenance, giving the Customer reasonable notice where possible.

13.4 In case of a security incident affecting the Customer Data or otherwise significantly impairing the provision of the Service to the Customer, Pythagor informs the Customer without undue delay and cooperates in good faith to mitigate its effects, without prejudice to the specific obligations under the DPA in case of a personal data breach.

14. Intellectual property and licence of use

14.1 Pythagor retains exclusive ownership of all intellectual property and exploitation rights in the Platform, in the methodology and algorithms used to process the Reports and in Pythagor's proprietary databases. No right is transferred to the Customer except as expressly provided in these GTC.

14.2 Subject to payment of the amounts due and compliance with these GTC, Pythagor grants the Customer a limited, non-exclusive, non-transferable licence to use the Reports, which may not be assigned to third parties, for the Customer's internal purposes connected with its business or professional activity.

14.3 Unless otherwise agreed in writing, the Customer may not resell, publish, distribute or otherwise make the Reports available to third parties, even partially, nor use them to train, refine or develop artificial intelligence systems or models, nor systematically extract data from the Platform by automated means (scraping, crawling or equivalent techniques).

14.4 The Customer retains ownership of the Customer Data and authorises Pythagor to process them only for the purpose of providing the Service, in compliance with these GTC, article 13 (including the limits on re-use of Customer Data for Pythagor's own purposes) and the DPA.

15. Confidentiality

15.1 Each Party undertakes to keep confidential the confidential information received from the other Party in performing the contract, using it only for the purpose of performing the contract and adopting protection measures at least equivalent to those applied to its own confidential information.

15.2 The confidentiality obligation does not apply to information that is or becomes public without breach of the contract, that was already lawfully known to the receiving Party, or that was developed independently without using the other Party's confidential information.

15.3 The confidentiality obligation lasts for the term of the contract and for the five (5) years following its termination, without prejudice to the protection of confidential business information which, not being disclosed, has economic value as such and is subject to measures reasonably adequate to keep it confidential, so as to constitute a trade secret under article 98 of the Italian Industrial Property Code – including the calculation methodologies, the proprietary algorithms and the weighting logic under article 10.3 – for as long as it retains that nature.

16. Liability

16.1 Pythagor has an obligation of means in providing the Service and does not warrant the absence of errors, interruptions or malfunctions, without prejudice to its commitment to take the measures reasonably necessary to prevent and remedy them. Without prejudice to article 7 as regards the Report, Pythagor makes no representation or warranty, express or implied, as to the authenticity, origin, validity, correctness, accuracy, reasonableness or completeness of the information, data, Third-Party Sources or processing contained in the Report or otherwise made available through the Platform, nor does it undertake to update or keep such information up to date after it has been made available to the Customer, unless otherwise agreed in the Order.

16.2 Except as otherwise provided by mandatory rules, Pythagor is not liable for any indirect or consequential damages, loss of profit, loss of business opportunities or business interruption suffered by the Customer, including those arising from errors, omissions or inaccuracies in the information, data or Third-Party Sources used to process the Report, except for cases of liability that cannot validly be excluded or limited under applicable law.

16.3 Pythagor's total liability in relation to the Service, on any basis, shall not exceed the total amount paid by the Customer for the Service in the twelve (12) months before the event giving rise to liability, except in cases of wilful misconduct or gross negligence and damage to property or persons.

16.4 Article 12.2 remains applicable as regards the Customer's indemnification obligations on the protection of personal data. The Customer further undertakes to indemnify and hold Pythagor harmless from any third-party claim, action or demand, including reasonably incurred legal costs, arising from: (i) the Customer's use of the Service, the Service Interface or the Reports in breach of these GTC; (ii) the entry of Customer Data in the Platform, including any infringement of third-party rights connected with such entry; (iii) decisions taken by the Customer on the basis of the Report, without prejudice to article 7.5 and article 16 as regards the limits of Pythagor's liability.

16.5 Article 8.1 and article 11.5 remain applicable as regards the Customer's sole responsibility for decisions taken on the basis of the Report and for an adequate human review of its contents generated by artificial intelligence.

17. Suspension of the Service

17.1 Pythagor may suspend, in whole or in part, the Customer's access to the Service in case of: (i) failure to pay the amounts due, after the term under article 6.4 has elapsed; (ii) use of the Service in breach of these GTC, including the provisions of article 11; (iii) risk to the security or integrity of the Platform or of third parties; (iv) a legal obligation or an order of a competent authority.

17.2 Where reasonably possible, Pythagor informs the Customer of the reasons for the suspension and restores access to the Service as soon as the circumstances that caused it have ceased, unless a continuing risk or a legal obligation prevents the restoration.

18. Changes to the GTC and to the Service

18.1 Pythagor may change these GTC for technical, operational, security or regulatory reasons, notifying the Customer through the Service Interface or by email at least thirty (30) days before the date on which the change takes effect.

18.2 If the Customer does not agree with the changes notified, it may withdraw from the contract with effect from the date on which the changes take effect, by written notice sent within the notice period under the previous paragraph, without any penalty. If the Customer does not withdraw, the changes are deemed accepted by the Customer.

18.3 Changes to the Price List are governed by article 6 and do not require the notice under this article, subject to the provisions for ongoing subscription Plans.

19. Express termination clause

19.1 A breach of articles 8 and 15.3 constitutes an express termination clause under article 1456 of the Italian Civil Code: in that case the contract is terminated by operation of law following a written statement to that effect by Pythagor, without prejudice to the right to compensation for further damages.

20. Governing law and jurisdiction

20.1 These GTC and the contract between the Parties are governed by Italian law.

20.2 The Court of Milan has exclusive jurisdiction over any dispute arising from or connected with these GTC or the contract between the Parties.

21. Final provisions

21.1 If one or more provisions of these GTC are declared invalid or ineffective, the remaining provisions remain fully valid and effective, and the Parties undertake to replace the invalid provision with a valid one that achieves, as far as possible, the same economic and legal result.

21.2 Pythagor's failure to exercise a right under these GTC does not constitute a waiver of that right.

21.3 The Customer may not assign the contract, in whole or in part, without Pythagor's prior written consent. Pythagor may assign the contract, in whole or in part, to parent, subsidiary or affiliated companies, or as part of corporate reorganisations, notifying the Customer.

Specific approval of clauses

Specific approval of onerous clauses. Pursuant to and for the purposes of articles 1341, second paragraph, and 1342 of the Italian Civil Code, the Customer, having read the full text of these GTC, declares that it specifically approves, by means of a specific and separate electronic acceptance flag activated when concluding the contract according to the procedure in article 4, the following clauses: article 5.1 (automatic renewal and notice periods); article 5.3 (termination for breach); article 6.4 (suspension of the Service for non-payment); article 8.1 (express termination clause for unauthorised resale of the Report); article 8.4 (suspension and termination for breach of the Customer's undertakings); article 16.2 (exclusion of indirect damages); article 16.3 (limitation of Pythagor's total liability); article 16.4 (general indemnity by the Customer in favour of Pythagor); article 17.1 (suspension of the Service); article 19.1 (express termination clause); article 20.2 (exclusive jurisdiction); and article 21.3 (prohibition on assignment of the contract by the Customer).