Definitions

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Features” refers to the components and specific characteristics of the Software provided by the Supplier.
“General Terms and Conditions” (or “Terms”, or “Agreement”) refers to this document, which constitute a legally binding agreement between the User and Geckosoft.
“Order Form” means an ordering document between you and Geckosoft, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto.
“Parties” refers to the Supplier and the User.
“Rationale AI”, or “Software” refers to a digital platform to extract, process and distill information from from company knowledge bases.
“Services” means the Software and services provided by Geckosoft on www.rationaleai.app, as applicable, that (a) you use or (b) you order under an Order Form.
“Supplier” refers to Geckosoft Srl, the company that owns and operates Rationale AI.
“User”, or “you” and such terms, used in singular or plural, refers to any user of the Services, as a natural or legal person.
“Website” refers to www.rationaleai.app.

This document governs the use of the Services offered by Geckosoft on the Website.
The owner of Rationale AI is:

Geckosoft S.r.l
Via San Lorenzo, 6, 56127, Pisa
VAT number: 02208570503
Certified electronic mail: geckosoft@pec.it
Contact mail: info@geckosoft.it

Terms & Conditions

1. Introduction

1.1. The following General Terms and Conditions - and subsequent modifications made - apply to all our Services accessible at the following link www.rationaleai.app through any device. Upon conclusion, these Terms, any attached document, as well as Privacy Policy and Cookie Policy, are deemed to be read and accepted by the User.

1.2. This document constitutes a legal agreement between you, as a User, and Geckosoft, and it regulates your use of the Website and also the use of the Services provided.

1.3. By accessing the Website www.rationaleai.app, visiting it and using any of the available Services the User declares to have read, understood, and accepted the following Terms. The Services available are managed and offered by Geckosoft and are governed by the Terms described below. Each User of the Services is expected to uphold the obligations mutually agreed upon. This commitment applies even in the event of cancellation or unsubscribing from the Services.

1.4. The Supplier reserves the right to make changes to these Terms at any time, duly notifying the User using the email transmitted from within the Website. These Terms, as amended, shall be effective on the date of their publication on the Website. Users are encouraged to consult the most updated version of the General Terms and Conditions before using the Services.

1.5. If the User does not want to accept the changes, they must cease using the Service.

1.6. The User who continues to use Rationale AI after the changes are published shall be deemed to accept the new Terms without reservation.

2. Solution, content available and method of use

2.1. Rationale AI is a digital platform based on Artificial Intelligence that, through the use of Large Language Models, enables the extraction, processing, and distillation of information from company knowledge bases. The User has access to the Features described below, in the form and according to the technical means and functionalities that Rationale AI deems most appropriate, subject to previous payment of the Fees agreed with the Supplier.

2.2. The main Features offered by Rationale AI are the following:

“Chatbot” to generate automatic responses to customer queries across different channels via a single Software;
“Livechat” allowing the use of a chat dedicated to customer relations;
“Ticketing” to ensure a human and personalized management of the after-sales service”
“Sentiment Analysis” to evaluate and understand the emotional tone and attitude expressed in customer interactions with the provided Services.

3. Software license

3.1. Rationale AI is protected by copyright law and other international laws and treaties safeguarding intellectual property rights and, unless otherwise specified, Users are authorised to use such content exclusively within the limits of this Terms.

3.2. Any intellectual or industrial property rights, as well as any other exclusive rights existing in the Software or technology integrated or related to it, are held by the Supplier. Provided that the User complies with these Terms, and notwithstanding any conflicting provision contained herein, the Supplier grants Users a revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Software and/or technology integrated into the Service within the framework and for the purposes of the Service offered.

3.3. Therefore, the User is specifically forbidden from copying and/or downloading and/or sharing (save within the limits indicated below), altering, publishing, transmitting, selling, sub-licensing, processing, transferring/granting to third parties or creating works that derive in any way from the content (also of third parties) available on Rationale AI, or from permitting third parties to do the same through the User or the User’s device.

3.4. Only where the Supplier specifically so permits, the User may – for personal use only – be authorised to download and/or copy and/or share certain content made available on Rationale AI, provided that the User accurately cites all copyright information and other information provided by the Supplier.

4. Duration and withdrawal

4.1. The duration of the Services is established in the Order Form(s).

4.2. It is agreed between the Parties that the User shall be entitled to withdraw from the Agreement at any time by giving specific written notice to the Supplier at least 60 (sixty) days in advance.

5. Guarantee of functioning of Services

5.1. The User shall have a period of 30 (thirty) days from the delivery of the Services to check their proper functioning, after which the Services shall be deemed fully accepted in all their parts.

5.2. The User shall be entitled to a term of 30 (thirty) days warranty on the product supplied. The Supplier therefore undertakes to remedy free of charge and in the shortest possible time any anomalies and/or malfunctions that may occur during the guarantee period.

6. Fees, invoicing and terms of payment

6.1. You agree to pay the fees set forth in the applicable Order Form(s).

6.2. In the event of delayed payment, the Customer, starting from the day following the due date of each invoice and without the need for any letter of formal notice, shall pay interest on arrears determined by Article 5 of Italian Legislative Decree No. 231/2002.

6.3. In the event of payment delays exceeding 60 (sixty) days, the Supplier shall have the right to suspend the provision of Services and/or declare the Agreement terminated.

6.4. All payments shall be made in Euro, or in a different currency agreed in writing between the Parties.

6.5. It is agreed that each Party shall be responsible for payment of own taxes, as imposed by the applicable taxing authority having jurisdiction, pursuant to this Agreement.

7. Additional Services

7.1. The scope of the Agreement is exclusively the provision of the Services set out in Section 2.

7.2. Any changes and/or interventions, whether of a technical, graphic and/or consulting nature, shall be quoted at the prices in use by the Supplier at the time of the request.

7.3. Unless expressly waived, any changes, additions, variations or interventions in the Services provided by the Supplier that may be agreed upon between the Supplier and the User shall not entail changes to the payment and invoicing terms.

8. Termination, suspension of the Services and effects

8.1. Without prejudice to any other right of the Supplier (including the right to compensation for damages and suspension of the provision of services), the Supplier may terminate the Agreement, withdrawing from these Terms, by right pursuant to Article 1456 of the Italian Civil Code by written notice in the following cases (in addition to the other cases provided for in the Terms and by Italian law):

if the User has violated these Terms;
if the User's access to Rationale AI may cause harm to the Supplier, other Users, or third parties;
if the User has not provided payment for the Fees, and/or additional services and/or extra costs and/or other amounts required by the Supplier for the use of the Service, as specified in Section 6.3;
if the User's use of Rationale AI may result in a violation of applicable laws or regulations;
in the case of investigations resulting from legal actions or involving public authorities or government procedures;
if the User's use of Rationale AI is considered, at the exclusive discretion of the Supplier, inappropriate, offensive, or contrary to these Terms.

8.2. The termination of the Agreement, whether as a result of withdrawal by the User or for any other reason, shall determine the termination of all Supplier obligations relating to the provision of the Services.

8.3. The suspension or termination of the Agreement does not entitle the User to compensation, refund, or indemnification. The suspension or the termination of the Agreement due to reasons attributable to the User does not exempt the User from the payment of applicable fees or prices.

9. Confidentiality

9.1. The contents and terms of the Agreement are strictly confidential and therefore the Parties undertake not to disclose any details to third parties and to have such information treated with the same confidentiality by their employees, collaborators and subcontractors.

10. Intellectual and industrial property rights

10.1. It is not granted any proprietary rights to the User on the Supplier’s intellectual and industrial property rights.

10.2. It is expressly forbidden for the User to use and/or register - either on his own behalf or on behalf of third parties – trademarks and names relating to products and any inventions, ideations and technical and creative elaborations developed by the Supplier before and during the execution of the Agreement, or that in any case derive directly or indirectly from the activities and services performed by the Supplier in the execution of the Agreement.

10.3. Without prejudice to the foregoing, each Party undertakes to immediately notify the other of any infringement of intellectual and industrial property rights of which it may become aware.

10.4. The User shall maintain full and exclusive ownership of images, audiovisuals, documents, graphics, plans, and designs ("Materials") provided in the execution of the provision of the Services.

10.5. The User declares that all the Materials delivered to the Supplier in the provision of the Services do not violate any intellectual and industrial property right of third parties, assuming all responsibility for their content and management, with express exoneration of the Supplier from any responsibility and burden of verification and/or control in this regard.

11. Limitations of Liability

11.1. The Parties acknowledge that the Supplier, during the provision of the Services, shall not be liable for:

malfunctioning of the Services, caused by technical problems on machinery, servers, routers, telephone lines, telematic networks owned by third-party companies selected to provide the Services, in the event that the Provider has been chosen by the User to provide the relevant Service;
malfunctioning of the Services, data maintenance, data integrity, loss of data, accidental disclosure of personal or sensitive data, and any other type of damage occurring as a result of attacks by hackers, crackers, viruses;
malfunctioning of the Services due to non-compliance and/or obsolescence of the equipment and software with which the User or third parties are equipped;
any direct or indirect damage suffered by the User or third parties, connected and consequential to errors or actions, attributable to the User;
use of data, delivered and/or requested by the User, that were, without the Supplier's knowledge, subject to the intellectual and industrial property rights of third parties.

11.2. The Software has no interference in the nature and accuracy of data entered by Users, nor is it able to verify and guarantee the accuracy, completeness, and correctness of the information entered, including imprecise, inaccurate, misleading, or false information, incorrect or inaccurate assessments, etc. Users are responsible at all times for the accuracy, completeness, and correctness of the information (including descriptive and evaluative information). The User expressly acknowledges that they use the product at their own risk. The User holds the Supplier harmless from any kind of liability for the actions, whether committed or omitted, taken based on data and/or information provided by the Software.

11.3. The User is directly responsible for the accuracy of the documents and information uploaded within the Software, whether they are official documents, copies of existing documents, photographs, and/or documents of any kind. Users are liable for unlawful conduct carried out through or in connection with the use of the Software.

11.4. The use of third-party extensions and connectors (by way of example but not limited to hardware components, software, applications, plug-ins) integrated with the Supplier's Services is at the sole risk of the User, who assumes liability for any damage that may result from such use.

11.5. The Supplier shall not be liable to the User for malfunctions and/or damage to the services attributable to the use of third-party extensions and plug-ins. For the same reasons, the User shall not be entitled to demand a reduction in the price for the provision of the services from the Supplier, nor shall he be entitled to any kind of compensation.

11.6. Any potential liability of the Supplier, including its directors, officers, employees, collectively, shall not exceed the Fee paid for the License and directly or indirectly related to the Services. This limitation of liability for the Software is cumulative and not per occurrence.

12. Exclusion of warranties

12.1. The Supplier provides Rationale AI 'as is' and “as is available”. The use of the Service is at the User's own risk. No advice or information, whether oral or written, obtained by the User from the Supplier or through the Service shall create any warranty not expressly stated in this document.

12.2. Notwithstanding the above, the Supplier and its officers, agents, suppliers, and employees do not warrant that the content is accurate, reliable, or correct; that the Services will be available, uninterrupted, and secure at any particular time or location; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.

13. Force Majeure

13.1. Without prejudice to the provisions of Section 11, the Supplier shall not be liable for failure to perform its obligations in the presence of an Event of Force Majeure.

13.2. By way of example only, a Force Majeure Event occurs in the following cases:

war (whether declared or not), invasion, extensive military mobilization;
economic and/or political upheaval caused by and/or related to international conflicts, civil war, revolt, rebellion and revolution, insurrection, act of terrorism, sabotage or piracy;
plague, pandemic, epidemic, natural disaster or extreme natural event;
explosion, fire, destruction of equipment, prolonged breakdown of transportation, telecommunications, computer systems or power.

14. Referenceability

14.1. The User consents to the Supplier using the User’s name, logo, company name and any distinctive sign, together with the scope of the Terms, as a reference for the purposes of promoting and marketing the services provided by the Supplier and/or publishing a case history that can be published on www.rationaleai.app or the Supplier website (www.geckosoft.it).

15. Privacy and Data Protection

15.1. In the provision of the Services, personal data of Customers and/or third parties may be collected and processed.

15.2. The Data Controller is Geckosoft S.r.l., with registered offices at Via San Lorenzo, 6, 56127, Pisa, VAT n. 02208570503, in the person of the pro tempore legal representative.

15.3. Personal data will be processed in compliance with the principles of lawfulness, transparency, and minimization as defined by the EU General Data Protection Regulation (GDPR).

15.4. Personal data will be collected and processed at the Data Controller's site, by the Data Controller or by other parties specifically appointed as authorized parties, by means of electronic and computerized instruments, and possibly by means of paper-based instruments. The Data Controller guarantees that the processing will take place by implementing adequate technical and organizational security measures in order to protect and ensure the confidentiality of the personal data acquired. Personal data will not be transferred to countries outside the EU.

16. Governing Law and disputes resolution

16.1. These Terms and all rights and obligations established hereunder shall be exclusively governed by the laws of Italy without regard to their conflict of laws rules.

16.2. In the event of any misunderstanding, disagreement or dispute arising between the Parties concerning any aspect of these Terms, including any dispute involving the validity, construction, meaning or effect of these Terms or the rights or liabilities of the Parties, or any matter arising out of the same, or connected therewith, including any breach thereof, the Parties hereby covenant that, in keeping with the cordial relationship of good faith and mutual trust that exists between them, they will use their best efforts to resolve any such misunderstanding, disagreement or dispute in an amicable manner.

16.3. If no amicable settlement is reached the Parties irrevocably and unconditionally agree that any dispute arising out of the interpretation, validity, effectiveness, enforcement, termination and/or cessation for any reason of theTerms, if not settled in an amicable way, shall be settled by to the exclusive jurisdiction of the Court of Firenze, Italy.

17. Miscellaneous

17.1. Subject to these Terms, each of the Parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under Applicable Laws and regulations to fulfill the obligations provided by this Agreement.

17.2. All the section headings used in these Terms are for convenience only or reference only and are not intended to be used as aids to interpretation and are not binding on the Parties.

17.3. If any of the provisions of these Terms were or become void or ineffective under applicable law, the nullity or ineffectiveness of such provision does not render ineffective the remaining provisions, which therefore remain valid and effective. If a provision of these Terms were or become void, invalid, or ineffective, the Parties will work together in an amicable manner to identify a valid and effective replacement provision for the void, invalid, or ineffective one.

In the event of a failure to reach an agreement under the aforementioned terms, if permitted or required by applicable law, the void, invalid, or ineffective provision will be replaced by the applicable legal provisions.

Notwithstanding the above, the nullity, invalidity, or ineffectiveness of a specific provision of these Terms does not result in the nullity of the entire Agreement, unless the void, invalid, or ineffective provisions within the framework of the Agreement are essential or of such importance that the parties would not have entered into the Agreement if they had known that the provision would be invalid, or in cases where the remaining provisions would impose an excessive and unacceptable burden on one of the Parties.

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Latest Update: 14/09/2023

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