Legal
General Terms and Conditions for Partners
Version 1.0 dated 16 September 2026
These general terms and conditions (hereinafter the “Agreement”) govern the relationship between Automation Genius By KDL, a sole proprietorship of Kristian Di Lillo, VAT no. IT02789630692, with registered office at Contrada Santa Maria Maggiore 4, 66011 Bucchianico (CH), Italy, certified email (PEC) nextwaveai@pec.it, owner of the Irelia trademark and commercial brand (hereinafter “Irelia”), and the party accepting them upon registration (hereinafter the “Partner”). Irelia and the Partner are jointly referred to as the “Parties”.
Art. 1 — Definitions
In this Agreement and in the documents referring to it, the following terms have the meaning set out below, in both the singular and the plural.
1.1 Platform: the software and services made available by Irelia at irelia.ai on a SaaS (software as a service) basis, including updates and new versions, which allow the building, configuration, delivery and marketing of services based on AI Agents.
1.2 Partner: the business or professional that purchases from Irelia access to the Platform and Credits at the Price List and uses the Platform, in its own name and on its own behalf, to deliver its own AI Agent-based services to its Clients.
1.3 Client: the business or professional to which the Partner grants access to one or more Workspaces in order to deliver its services to it. The Client is not a party to this Agreement.
1.4 End User: the natural person who interacts with an AI Agent through the Channels. The End User has no access credentials to the Platform and is not a party to this Agreement.
1.5 User: the natural person holding access credentials to the Platform, as an administrator or staff member of the Partner or of the Client.
1.6 Account: the Platform environment registered in the Partner’s name, within which the Workspaces are created. The Client and the Users access only the Workspaces for which they hold credentials.
1.7 Workspace: the Platform environment, created within the Partner’s Account, within which one or more AI Agents are configured, for a Client or for the Partner’s own purposes.
1.8 AI Agent: the conversational system based on language models, configured by the Partner or by the Client within a Workspace.
1.9 Channels: the messaging services on which the AI Agent operates: WhatsApp, Instagram and Facebook Messenger, provided by Meta, and the Webchat.
1.10 Meta Assets: the WhatsApp Business Account (WABA), the Business Manager and the telephone number linked to the Channels provided by Meta.
1.11 Credits: the units of access to the Platform’s AI services, purchased by the Partner, held in the Account and consumed according to the use of the Workspaces (Art. 7). Credits constitute an advance payment for future services of Irelia and are not electronic money, a payment instrument or an instrument representing money.
1.12 Plan: the recurring subscription to the Platform purchased by the Partner at the Price List.
1.13 Price List: the prices charged by Irelia to the Partner for Plans and Credits, published on the Platform.
1.14 Fees: any amount owed by the Partner to Irelia under this Agreement.
1.15 AUP: the section of this Agreement governing the permitted and prohibited uses of the Platform (Art. 11).
1.16 DPA: the data processing agreement under Art. 28 GDPR, published at https://irelia.ai/legal/dpa, forming an integral part of this Agreement and accepted together with it.
1.17 Sub-processor: the third party that processes personal data of the Workspaces on behalf of Irelia, listed in the list published at https://irelia.ai/legal/subprocessors.
1.18 Config-gate: the automatic validation of an AI Agent’s configuration performed by the Platform at the time of saving (Art. 12).
1.19 Contractual Documents: this Agreement and the DPA, in the version in force at the time of acceptance or of any subsequent amendment (Art. 18 and DPA, Art. 13.3).
1.20 Target: the set of recipients to which the Workspace owner directs its offering, identified according to commercial criteria defined by the owner — by way of example, geographical area, type of need, product or service category, budget, urgency, stage of the purchasing journey — provided that the qualification purpose is stated in the privacy notice, the criteria are not based on data referred to in Art. 9 GDPR and do not result in discrimination prohibited by law (clauses 11.4 and 11.10).
Art. 2 — Subject matter and licence
2.1 Subject matter. Under this Agreement Irelia provides the Partner, at the Price List, with access to the Platform through Plans, and with Credits. The Partner uses the Platform as infrastructure to build, deliver and market its own services to its Clients, under the terms and the brand it freely determines.
2.2 Licence to the Partner. Irelia grants the Partner, for the term of the Agreement, a non-exclusive, non-transferable licence limited to the use of the Platform in order to: (a) configure and operate Workspaces for its own purposes; (b) configure and operate Workspaces for its Clients; (c) allow its Clients and the Users to access the Workspaces pursuant to clause 2.3.
2.3 Clients’ right of use. As part of the services it delivers, the Partner grants each of its Clients the non-exclusive, non-transferable and non-sublicensable right to use the Platform limited to the Workspaces configured for that Client. Such right may not exceed, in scope or duration, the licence granted to the Partner, which is liable for the use by its Clients pursuant to clause 5.3.
2.4 Limits of the licence. Except as expressly permitted, the Partner may not: (a) activate a Workspace, making its AI Agents operational on the Channels, for a Client with which it does not have in place the written agreement referred to in clause 9.1; the Client’s access to a non-active Workspace, for testing purposes, is unrestricted; (b) use the Platform and the AI Agents in breach of the AUP (Art. 11).
2.5 Partner’s brand. The Partner may deliver its services under its own brand, including without displaying the Irelia brand to Clients and End Users, to the extent the Platform allows, and may draft and distribute under its own brand documentation on its services, including by reworking the Platform’s documentation. The use of the Partner’s brand does not transfer any intellectual property rights in the Platform and does not alter the roles between the Parties: Irelia remains the developer of the Platform and the provider of the artificial intelligence system within the meaning of Art. 3(3) of Regulation (EU) 2024/1689 (AI Act); the Partner is its deployer within the meaning of Art. 3(4). The Partner’s commercial communications to its Clients are the sole responsibility of the Partner.
2.6 Support tools. Documentation, contract templates, guided configuration procedures and support materials made available by Irelia are non-binding support tools; their use does not alter the roles and responsibilities defined in this Agreement.
Art. 3 — Nature of the relationship
3.1 Supply of infrastructure. This Agreement is a contract for the supply of software services. The Partner purchases Plans and Credits from Irelia at the Price List as a professional customer and uses them to deliver its own services to its Clients, in its own name and on its own behalf, under the terms it freely determines (clause 3.6), with or without displaying the Irelia brand. The Partner does not sell, promote or represent Irelia. The Parties expressly exclude that the relationship constitutes commercial agency (Arts. 1742 et seq. of the Italian Civil Code), business procurement, brokerage (Arts. 1754 et seq. of the Italian Civil Code), franchising (Italian Law no. 129/2004), mandate with or without power of representation, employment, quasi-employment or coordinated and continuous collaboration. No termination indemnity under Art. 1751 of the Italian Civil Code, no Enasarco contribution and no FIRR contribution is due.
3.2 No promotional obligations. The Partner assumes no obligation to acquire Clients, to achieve sales or conversion volumes, or to carry out any specific commercial activity. Inactivity on the part of the Partner does not constitute a breach.
3.3 Non-exclusivity. No exclusivity is granted to the Partner: no geographical area, customer category or industry is reserved to it. The Partner is free to offer its Clients products and services competing with the Platform. Irelia is free to contract with an unlimited number of other Partners, including those operating in the same industries.
3.4 Forwarded contact requests. Irelia may, at its own discretion and without any obligation, forward to the Partner contact requests received by Irelia from parties interested in AI Agent-based services. Such forwarding imposes no obligation on the Partner to contact those parties or to contract with them, nor any reporting obligation; it confers no exclusivity or priority; it gives rise to no fee, compensation or rebate in favour of either Party.
3.5 Professional and economic independence. The Partner operates with its own organisation, means and capital and under its own direction. Irelia neither imposes nor controls the prices and terms of the Partner’s services, does not impose configurations, instructions, tools or flows for the Partner’s individual Clients and does not require reports on the Partner’s commercial activity. The Partner has no power to represent Irelia or to assume obligations in its name.
3.6 Prices and financial flows. The Partner freely determines prices, billing frequency, the manner in which Credits are made available and any other terms of the services it delivers to its Clients, and may manage the related billing through the Platform’s tools linked to its own payment account or outside the Platform. The Partner pays Irelia the Fees at the Price List. Irelia pays no amount to the Partner on any ground: no commission, sales fee, compensation or rebate. Irelia is not a party to the payments between the Partner and its Clients and neither receives nor holds the related funds.
3.7 Independence of the commercial, data protection and artificial intelligence dimensions. The qualification of the relationship under this Article is relevant exclusively on the commercial and tax level. It does not affect the roles assumed by the Parties under the GDPR and the AI Act, which are determined by the DPA (DPA, Art. 2) and by the factual circumstances, and in particular: (a) the Partner’s role as controller, or as processor on behalf of its Client, for the Workspace data; (b) the Partner’s role as deployer under Art. 3(4) AI Act, which uses the AI Agent under its own authority by configuring its instructions, tools and flows; (c) the Partner’s professional independence in configuring the Workspaces according to its own judgement. Irelia’s requirements set out in this Agreement and in the AUP concern exclusively the limits of acceptable use of the Platform and do not constitute instructions within the meaning of Art. 28(3)(a) GDPR or functional direction of the use of the system within the meaning of the AI Act.
Art. 4 — Professional status of the Partner
4.1 B2B declaration. The Partner represents and warrants that it enters into this Agreement in the course of its business, commercial, craft or professional activity, and that it is not acting as a consumer within the meaning of Art. 3(1)(a) of Italian Legislative Decree no. 206/2005 (Consumer Code). The Parties acknowledge that this declaration is an essential element of Irelia’s consent to entering into the Agreement.
4.2 VAT number. Holding a valid VAT number — or, for Partners established outside Italy, an equivalent tax identification number — is a condition of access to the Platform. The Partner provides it to Irelia, together with the other data required for invoicing, before the Plan is activated, including during any trial period. Irelia may verify its validity against public registers.
4.3 Tax data. The Partner warrants that its tax data are accurate and up to date and promptly notifies any change, through the Platform or by other communication to Irelia. The consequences of incorrect or outdated data, including invoices issued with inaccurate data, are borne by the Partner.
4.4 Own obligations. The Partner is solely responsible for its own tax, social security and welfare obligations, as well as for invoicing its own Clients.
Art. 5 — Registration, Account and Users
5.1 Registration. The Account is created upon completion of registration on the Platform, with acceptance of the Contractual Documents, acknowledgement of Irelia’s Privacy Notice, registration of a valid payment method and activation of the Plan or of the trial period. The Partner warrants that the data provided are true and complete and keeps them up to date.
5.2 Credentials. Each User accesses the Platform with its own personal and confidential credentials, chosen by the User or through a third-party authentication service. The Account credentials are personal to the person the Partner designates as administrator and are not shared; the Partner’s staff members operate as Users of the Workspaces with their own credentials. No User has access to the credentials of others. The Partner notifies Irelia without delay of any unauthorised access or compromise of which it becomes aware. Activities carried out through the Account and the Workspaces by Users invited by the Partner or by its Clients are presumed to be authorised by the Partner until the compromise is notified.
5.3 Users and permissions. The Partner and, for the Workspace it owns, the Client invite Users through the Platform. The Partner defines the permissions of each User and the predefined permission profiles available for each Workspace, without prejudice to the data subject rights functionalities guaranteed by the DPA (DPA, Art. 5.3); the Client assigns to the Users of its own Workspace permissions within the profiles defined by the Partner. Permissions include the ability to view the identifying data of End Users, which are otherwise displayed in pseudonymised form. The choice of who accesses which data lies with the Partner and the Client; Irelia provides the tool. The Partner is liable to Irelia for its Clients and for the Users accessing the Account and the Workspaces, warrants that they comply with the Contractual Documents and is liable for their conduct as if it were its own.
5.4 Users’ data. Irelia processes the Users’ data necessary to manage access to the Platform as a controller, in accordance with the Privacy Notice made available at first access. The Partner warrants that it has informed the Users it designates of such processing, and that it procures that the Users of its Clients are so informed.
5.5 Trial period. Where Irelia offers a trial period, it has the duration and the terms indicated on the Platform at the time of activation, requires the registration of a valid payment method and may be used only once per Partner. At the end of the trial period the Plan is activated automatically, unless cancelled by the Partner before expiry.
Art. 6 — Plans, Price List and invoicing
6.1 Plans. Irelia offers access to the Platform through Plans with the features, limits and billing frequency described in the Price List published on the Platform. The Plan selected is indicated in the Account.
6.2 Price List and VAT. Price List prices are stated net of VAT. VAT is applied on the invoice in accordance with the legislation in force, based on the Partner’s country of establishment: for Partners established in Italy at the standard rate; for taxable-person Partners established in other Member States of the European Union under the reverse charge mechanism pursuant to Art. 7-ter of Italian Presidential Decree no. 633/1972; for Partners established outside the European Union as a transaction outside the scope of VAT pursuant to the same provision.
6.3 Invoicing. Irelia issues an invoice to the Partner for the Plan Fees, for each billing period, and for each purchase of Credits. For Partners established in Italy the invoice is issued in electronic format through the Italian Exchange System (Sistema di Interscambio); for other Partners in the forms required by the applicable legislation. Irelia does not issue any invoice to the Partner’s Clients.
6.4 Payment. Fees are paid in advance, by charging the payment method registered by the Partner, at the beginning of each billing period for the Plan and at the time of purchase for Credits. The Partner may change the payment method at any time through the Platform. If the charge fails, Irelia retries the charge for a variable period; if the attempts are unsuccessful, Irelia suspends the Account and ends the Plan: all Workspaces of the Account are suspended, the AI Agents do not operate on the Channels and the Clients’ subscriptions managed through the Platform’s billing tools are paused (clause 8.4) until restoration. The Partner may restore the Account by registering a valid payment method and paying for the Plan; no interest or penalty is due, and clause 19.2 applies to the suspension period. The effects on Credits are governed by Art. 7.
6.5 Renewal. The Plan renews automatically at the end of each billing period, for a period of equal duration, unless cancelled by the Partner through the Platform before expiry. Cancellation takes effect at the end of the current period.
6.6 Non-refundability of the Plan. The Plan Fee is due for the entire current billing period and is not refunded, in whole or in part, in the event of cancellation or early termination attributable to the Partner, non-use or reduced use, save for the refund under clause 7.6(d).
6.7 Change of Plan. The Partner may change its Plan through the Platform. The change is applied with a pro-rata recalculation (proration) of the Fee for the current billing period; the resulting amount is determined by the payment system and communicated to the Partner.
6.8 Changes to the Price List. Irelia may change the Price List in the manner and with the notice periods set out in Art. 18. Changes do not affect the current billing period.
6.9 Retention of billing data. Billing data are retained for ten years from the issue of the document, pursuant to Art. 2220 of the Italian Civil Code and tax legislation, including where erasure requests are made.
Art. 7 — Credits
7.1 Nature. The Credits purchased by the Partner constitute an advance payment of the fee for future AI services delivered by Irelia on the Platform. They are units of access to such services and are not electronic money, a payment instrument, a deposit or a store of value: they may be used exclusively for the consumption of AI services delivered by Irelia in the Account’s Workspaces, within the Platform. The Parties expressly qualify the Credits as a limited-network instrument within the meaning of Art. 1(4) of Directive 2009/110/EC and Art. 114-bis(3) of the Italian Consolidated Banking Act (TUB).
7.2 Purchase and consumption. The Partner purchases Credits at the Price List, with payment in advance and an invoice for each purchase; it may enable automatic top-up according to the Platform settings. Credits are consumed according to the actual use of the AI services, in a variable amount depending on the models used, the processing volume and the features employed; the Platform makes the recorded consumption available to the Partner. The consumption of Credits includes the costs applied by the Channel providers for conversations, including those of Meta; no further amount is due to Irelia for such costs. Irelia does not guarantee a fixed consumption per message or per conversation. Changes to the criteria by which Irelia determines consumption are communicated in the manner set out in Art. 18.
7.3 Workspace budgets and non-transferability. Credits remain in the Partner’s Account. The Partner assigns each Workspace a budget, which determines the amount of Credits the Workspace may consume. Upon each use of the AI services the Platform automatically reduces the Workspace budget and, in equal measure, the Partner’s Credits: consumption is always charged against the Partner’s Credits. The Partner assigns and modifies budgets manually, through the Platform’s automatic mechanisms (for example, Credits included at each renewal of the service to the Client) or through Client funding under clause 8.6. Such operations are internal to the Account and do not constitute a transfer or assignment of Credits. Credits may not be assigned to third parties as a means of payment, converted into money, pledged as security or used outside the Platform.
7.4 Non-refundability. Credits are not refundable in the event of non-use attributable to the Partner, including termination of the Agreement by withdrawal or cancellation by the Partner, non-payment of the Plan, inactivity and the forfeiture under clause 7.5. The refunds provided for in clause 7.6 remain unaffected.
7.5 Forfeiture for inactivity. The Credits of an Account that remains inactive for twelve consecutive months — no consumption, no purchase, no access — are reset to zero without any refund obligation. Irelia informs the Partner before the forfeiture.
7.6 Refunds. The Partner is entitled to a refund of the price paid for unconsumed Credits only in the following cases: (a) definitive discontinuation of the services for reasons attributable to Irelia, pursuant to Art. 1458 of the Italian Civil Code; (b) withdrawal by the Partner following a change to the Price List or to the consumption criteria (clause 18.3); (c) withdrawal by Irelia, within the limits of clause 20.2; (d) withdrawal by the Partner for an unresolved objection to a new Sub-processor, pursuant to the DPA, Art. 7.3. In the case under letter (d) Irelia also refunds the portion of the Plan Fee relating to the part of the billing period following the effective date of withdrawal. The refund is made in the monetary form of the original payment and does not constitute a conversion of Credits into money or a refund of their nominal value: it is the refund of the price paid for the service that remained unperformed.
7.7 Free Credits. Credits granted by Irelia free of charge, including those of trial Workspaces, are not invoiced, are neither refundable nor re-purchasable and may be limited or revoked by Irelia.
7.8 Exhaustion of Credits and budget. Once the Account’s Credits or a Workspace’s budget are exhausted, the AI Agents of the affected Workspaces do not deliver AI services until the Credits or the budget are replenished. No suspension of the Account or of the Workspaces is linked to the exhaustion of Credits: suspension for non-payment concerns the Plan (clause 6.4) and, in the relationship between the Partner and its Clients, only the subscriptions managed through the Platform’s billing tools (clause 8.4).
Art. 8 — Relationship with Clients and billing tools
8.1 Irelia not a party. The Partner is the sole contractual counterparty of its Clients: it contracts, invoices and collects payment in its own name and at its own risk. Irelia is a third-party technical provider, is not a party to the contracts between the Partner and its Clients and assumes no obligations towards the latter (clauses 3.6 and 9.6).
8.2 Professional Clients. The Partner warrants that it grants access to the Platform exclusively to Clients acting in the course of a business or professional activity, holding a VAT number or an equivalent tax identification number (clause 9.3(b)).
8.3 Obligations towards Clients. The Partner is solely responsible towards its Clients for pre-contractual information duties, financial terms, any withdrawal rights and refunds, complaint handling and the quality of the services it delivers.
8.4 Billing tools. The Partner manages billing to its Clients by its own means, outside the Platform, or, where the Plan so provides, through the Platform’s tools linked to its own account with the payment service provider indicated on the Platform. In the latter case the Platform configures and updates, according to the Partner’s settings, products, customers, subscriptions, payment requests, receipts and the management portal on the Partner’s account; such documents are generated on the Partner’s account and in the Partner’s name and do not constitute invoices for tax purposes. Invoicing obligations towards Clients, including electronic invoicing where required, remain the sole responsibility of the Partner, to be fulfilled by its own means. Irelia does not receive, hold or transfer funds. Where it uses such tools, the Partner accepts the terms of the payment service provider and remains responsible for every obligation connected to its own account, including refunds, payment disputes and tax obligations. When a Workspace is suspended, whether due to suspension of the Account under Art. 19 or to manual suspension ordered by the Partner, the Client’s subscription managed through such tools is paused: the portion of the period already paid by the Client and not enjoyed remains credited to the Client, on the Partner’s account with the payment service provider, for reactivation and is not refunded; any different arrangement with the Client is the Partner’s responsibility.
8.5 Changes to financial terms towards Clients. When using the Platform’s billing tools, the Partner proposes to its Clients any change to the financial terms (price, billing frequency, manner in which Credits are made available) exclusively through the Platform’s proposal and acceptance mechanism; the change takes effect only upon the Client’s acceptance, with the exception of the reactivation, free of charge, of a service ended due to the Client’s non-payment. Changes agreed outside the Platform are not supported by the billing tools and remain under the Partner’s full responsibility.
8.6 Client-funded budgets. The Partner may allow its Clients to fund, through payments to the Partner, the budget of a Workspace under clause 7.3, at a price per Credit that the Partner freely determines, including below the Price List. Such budget is a relationship between the Partner and the Client, governed by their contract: Irelia is not a party to it, and any refund to the Client is the Partner’s sole responsibility. Towards Irelia, the consumption of the Workspaces is always covered by the Partner’s Credits at the Price List.
8.7 Complaints and claims by Clients and third parties. Any complaint or claim by Clients, End Users or third parties relating to the Partner’s services, to the AI Agent’s output or to the Platform is handled by the Partner, as its addressee, at its own care and expense. If it is addressed to Irelia, Irelia refers it to the Partner and notifies the Partner without delay. The indemnity under Art. 15 and, for claims involving Irelia, clause 15.4 remain unaffected.
Art. 9 — Contracts with Clients and minimum content
9.1 Written agreement. Before activating a Workspace for a Client (clause 2.4), the Partner enters into a written agreement with the Client consisting of general terms of service, governing the services delivered and the use of the Platform, and of a data processing agreement, and makes its own privacy notice available to the Client. The agreement may be entered into through the acceptance flow made available by the Platform or by other means chosen by the Partner.
9.2 Irelia templates. Irelia makes available to the Partner templates of general terms, of a data processing agreement and of a privacy notice, which the Partner may adopt, with its own details, or customise. The templates are a support tool: the Partner verifies their suitability for its own services and remains solely responsible for the content of the contracts it enters into.
9.3 Minimum content. Whatever the form adopted, the agreement with the Client contains at least:
(a) the Client’s express declaration that the Partner is its sole counterparty and that Irelia is a third-party technical provider, extraneous to the relationship, against which the Client holds no rights; (b) the Client’s declaration that it acts as a business or professional, holding a VAT number or an equivalent tax identification number; (c) the Client’s ownership of the Meta Assets linked to its Workspaces and the dormancy and access revocation rules under Art. 10; (d) obligations regarding the use of the Platform corresponding to the AUP (Art. 11), including the prohibition on removing or altering the compliance instructions present in the AI Agents’ configuration; (e) the obligation to keep active the communication to the End User that they are interacting with an artificial intelligence system and the reference to the privacy notice in the cases provided for in Art. 13; (f) the qualification of the AI Agent as a tool whose output is the responsibility of whoever configures it, with the warning that the AI Agent’s statements do not bind Irelia; (g) where the Partner sells Credits or consumption budgets to the Client: that such Credits may be spent only on AI services on the Workspace, are not convertible into money, are not transferable and are governed, as regards refunds, solely by the contract with the Partner; (h) a data processing agreement under Art. 28 GDPR, in which the Client is the controller, the Partner the processor and Irelia the sub-processor, with a reference to Irelia’s Sub-processor list, with data protection safeguards no lower than those of the DPA and with the content that the DPA requires the Partner to reproduce in the agreement with the Client (DPA, Arts. 2.3, 5.5 and 10.2); (i) the text to be incorporated into the Client’s privacy notice to End Users, indicating the use of an AI Agent, the chain of processors and Meta as an independent controller for the Channels it provides; (j) where the Partner uses the Platform’s billing tools, the clause on changes to financial terms subject to the Client’s acceptance (clause 8.5).
9.4 Equivalence and indemnity. If the Partner adopts terms different from Irelia’s templates, it warrants that they contain the minimum content with equivalent effect. The Partner indemnifies Irelia against any claim by Clients, End Users or third parties arising from the absence or inadequacy of such content, pursuant to Art. 15.
9.5 Evidence and retention. For agreements entered into through the Platform’s flow, Irelia retains the accepted text and the acceptance data on behalf of the Partner and makes them available to the Partner; such retention does not make Irelia a party to the agreement. For agreements entered into by other means, the Partner retains evidence of their conclusion and produces it to Irelia within five working days of request.
9.6 No rights against Irelia. Irelia’s templates and the Partner’s contracts confer no rights against Irelia on Clients, End Users or third parties.
Art. 10 — Meta Assets and third-party channels
10.1 Ownership of Meta Assets. The Meta Assets linked to a Workspace remain the property of the Client or, for the numbers the Partner uses on its own behalf, of the Partner. Irelia accesses them through the application registered with Meta, with the permissions delegated to it by the owner, and is neither their owner nor co-owner. Message templates approved by Meta are content of the Client or of the Partner; Irelia claims no rights over them.
10.2 Partner’s obligations on Meta channels. The Partner warrants that the Workspaces linked to Meta channels operate in compliance with the Meta policies referred to in the AUP, and that the Meta Assets are validly verified and maintained by their owner.
10.3 Dormancy and access revocation. The Platform’s access to the Meta Assets follows the Workspace. In the event of suspension or cancellation of the service on a Workspace, the connection remains dormant: no AI Agent is operational, End Users’ messages are received and retained in accordance with the DPA (DPA, Art. 10) but receive no reply, and the Workspace can be reactivated without a new connection. Irelia revokes its own access to the Meta Assets, notifying the Partner: (a) upon request of the Partner or of the Client, within five working days; (b) upon deletion of the Workspace; (c) upon erasure of the Workspace data in accordance with the DPA (DPA, Art. 10). Irelia does not retain, transfer or block the Meta Assets and does not hinder their connection to another provider; it provides the cooperation reasonably necessary for migration, within the limits of the obligations it has assumed towards Meta.
10.4 Meta as an independent controller. Meta processes the data passing through its Channels as an independent controller, in accordance with its own terms and privacy notices. This qualification is governed by the DPA; the Partner ensures that it is reflected in its Clients’ contracts and privacy notices (clause 9.3(i)).
10.5 Dependence on third parties. The operation of the Channels depends on Meta and on other third-party providers. Irelia is not liable for interruptions, limitations, changes to interfaces or policies, suspensions or closures of Meta Assets decided by such third parties, nor for their consequences on the Partner’s services, without prejudice to Irelia’s right to suspend under Art. 19 in the event of measures taken by Meta.
10.6 Webchat. The Webchat channel is provided by Irelia and is not subject to the provisions of this Article relating to the Meta Assets.
Art. 11 — Permitted and prohibited uses (AUP)
11.1 Principle. The Partner uses the Platform, and allows its Clients and Users to use it, exclusively to deliver AI Agent-based services in compliance with applicable law, the rights of third parties, the Contractual Documents and the Channel policies. The Partner is responsible for the configuration of the AI Agents in the Workspaces of its Account, including when performed by its Clients or Users, and is liable to Irelia for it as if it were its own conduct. The requirements of this Article delimit the acceptable use of the Platform within the meaning of clause 3.7 and do not constitute instructions or direction of the use of the system.
11.2 Compliance instructions. The Config-gate requires, upon saving an AI Agent’s configuration, that it contain transparency instructions towards the End User compliant with Art. 13. The Partner must keep such instructions active and effective for the entire term of the relationship and may not modify, remove or weaken them, directly or through other instructions, tools or content that reduce their effect. The Partner acknowledges that the Platform does not intervene in the AI Agent’s behaviour during conversations and that transparency depends on the instructions present in the saved configuration.
11.3 System integrity. The Partner may not alter the operation of the AI Agent outside the configurations allowed by the Platform, disable or circumvent its transparency functions or evade the Config-gate, in particular by phrasing configurations so as to obtain in conversation a behaviour that the validation would not allow. The Partner’s use of its own brand remains unrestricted under clause 2.5 and does not constitute an alteration of the system.
11.4 High-risk areas. The Partner may not configure the AI Agent to assess, classify or decide on natural persons in the areas that Regulation (EU) 2024/1689 (AI Act) qualifies as high-risk in its Annex III (https://eur-lex.europa.eu/eli/reg/2024/1689/oj/eng) — including creditworthiness and access to financial or insurance services, recruitment and evaluation in employment, admission and assessment in education, access to public benefits or essential services, justice, migration, biometric identification — nor to produce scores, rankings or preliminary assessments intended for such decisions. The intended purpose of the Platform excludes such uses. The prohibition concerns the configured purpose, not the Client’s industry, and does not prevent the AI Agent from collecting information and documents that a person will subsequently assess. The following remain permitted in every industry, by way of example: the collection of information, documents and preferences; the commercial qualification of End Users, including the exclusion of those who fall outside the Target of the Workspace owner, the prioritisation of contacts based on the interest expressed or on the fit with the offering, and segmentation for marketing purposes; informational replies and assistance; the presentation of products and services and the collection of orders; appointment booking; handover to a human operator; and any other function that does not formulate or prepare the judgement in the areas listed. What is prohibited is for the AI Agent to establish, or propose as an outcome, whether an End User is creditworthy, suitable for a job, eligible for a benefit or the like.
11.5 Prohibited practices. The Partner may not configure the AI Agent to implement the practices prohibited by Art. 5 AI Act, including manipulative or deceptive techniques that distort a person’s behaviour by impairing their ability to make decisions, the exploitation of vulnerabilities related to age, disability or economic situation, and social scoring.
11.6 Medical and psychological domains. The Partner may not configure the AI Agent to provide diagnoses, therapeutic indications, dosages, psychological or therapeutic counselling, support in crisis situations or assessments of mental disorders. End Users’ requests in such areas are referred to a qualified professional. Informational and organisational functions — booking, collection of information, opening hours, description of services — remain permitted, including for Clients operating in the healthcare sector.
11.7 Deceptive practices. The Partner may not configure the AI Agent to create false urgency or scarcity, present fabricated reviews, testimonials or results, state a business identity different from that of the Workspace owner, simulate handover to a human operator or otherwise mislead the End User as to the nature, price or terms of the goods and services offered.
11.8 Meta Channel policies. For Workspaces linked to the Channels provided by Meta, the Partner complies, in the version in force from time to time, with the WhatsApp Business Messaging Policy (https://business.whatsapp.com/policy#overview), the WhatsApp Commerce Policy (https://business.whatsapp.com/policy#policy-for-whatsapp-commerce-features-including-offering-goods-or-services-for-sale), the Meta Platform Terms (https://developers.facebook.com/terms) and the Instagram and Facebook Community Standards (https://transparency.meta.com/policies/community-standards), published by Meta. In particular the Partner: (i) sends messages only to End Users who have given valid consent (opt-in) to receive them; (ii) may not circumvent the 24-hour window for conversations initiated by the Workspace, in particular by using templates of a category other than the marketing category for promotional content; (iii) sends messages to multiple End Users simultaneously only through approved templates, to recipients who have opted in to that type of message and have not asked not to be contacted, with a frequency and volume proportionate to the recipients’ reasonable expectations and to the sending limits assigned by Meta to the number; suspends or reduces sending without delay when Irelia or the Platform report End User reports, blocks or a degradation of the Quality Rating; (iv) may not use the AI Agent for goods, services or categories prohibited by the Meta policies; (v) may not compromise the Business Verification of the Meta Assets; (vi) may not use the data received through the Meta Channels for its own purposes other than the delivery of the services to the Workspace owner, combine them with data of other Workspaces or disclose them to third parties; the use of such data by the Workspace owner for its own purposes, including the qualification of End Users and their storage in the Platform or in its own systems, remains unrestricted, subject to its privacy notice. In the event of a conflict between this clause and the Meta policies, the more restrictive provision prevails.
11.9 Special categories of data and data relating to criminal convictions and offences. The Partner may not configure the AI Agent to solicit, collect or store in a structured manner data belonging to the special categories referred to in Art. 9 GDPR — including health, sexual orientation, religious beliefs, political opinions, ethnic origin — or data relating to criminal convictions and offences referred to in Art. 10 GDPR, unless the controller of the Workspace has the legal basis required by the applicable legislation for the category of data concerned and provides End Users with the required privacy notice. By configuring such a pattern, the Partner declares that such legal basis exists and is documented. Information referred to in Arts. 9 and 10 GDPR provided spontaneously by the End User, not solicited by the AI Agent, does not constitute a breach of this clause.
11.10 Profiling of End Users. The Partner may not configure the AI Agent to: (a) assess or classify End Users for purposes not stated in the controller’s privacy notice, or to conceal or deny such activity upon the End User’s request; (b) infer data referred to in Arts. 9 and 10 GDPR from information not belonging to those categories. The commercial qualification of End Users, including the exclusion of those who fall outside the Target of the Workspace owner, is permitted when the related purposes are stated in the privacy notice; by configuring it, the Partner warrants that the privacy notice covers it. The adaptation of replies during the conversation, based on what the End User has stated, does not constitute profiling for the purposes of this clause. Automated decisions in the high-risk areas remain governed by clause 11.4.
11.11 Promotional communications. The Partner may not configure the AI Agent or use the Platform to send promotional or commercial communications to End Users who have not given valid consent under Art. 7 GDPR and Art. 130 of Italian Legislative Decree no. 196/2003, or who have withdrawn it. The Partner warrants that consent is specific, documented and revocable, that the privacy notice was provided at the time the contact was collected and that any withdrawal takes effect immediately. Commercial proposals made by the AI Agent during a conversation initiated by the End User do not constitute unsolicited communications for the purposes of this clause. For the collection of opt-in on the Meta Channels, clause 11.8 applies.
11.12 Content and third-party rights. The Partner may not use the Platform to create, transmit or store content that is unlawful, defamatory, discriminatory or infringing intellectual property rights, privacy rights or other rights of third parties, and warrants that it holds the necessary rights over the content, data and materials it uploads or causes to be uploaded to the Workspaces.
11.13 Security and integrity of the Platform. The Partner may not compromise the security, integrity or performance of the Platform, of the Channels or of third-party systems, including through unauthorised access, malicious code, intentional overload or circumvention of usage limits; may not allow the use of the Platform by parties other than its own Clients and the Users designated by them; may not decompile, disassemble or reverse engineer the Platform, to the extent permitted by law.
11.14 Warranties, production of evidence and consequences. The warranties given by the Partner under clauses 11.9, 11.10 and 11.11 are documented by the Partner, which produces evidence of them to Irelia within five working days of request. Irelia does not verify the existence of the conditions provided for therein and relies on the Partner’s declaration. Failure to produce such evidence and any breach of this Article entitle Irelia to suspend and terminate under Art. 19; the consequences towards third parties are covered by the indemnity under Art. 15. This Article also applies to configurations performed by Clients and Users; the Partner passes its content on to its Clients pursuant to clause 9.3(d).
Art. 12 — Config-gate
12.1 Validation upon saving. The Platform validates the configuration of each AI Agent at the time of saving against the following categories: transparency towards the End User as to the artificial intelligence nature and the privacy notice; purposes prohibited by the AI Act; Channel policies; deceptive practices; medical and psychological domains. A configuration that does not pass validation is not made operational on the Channels until it is corrected; the Platform indicates to the Partner the category concerned.
12.2 Repetition. Validation is performed at each save of the configuration, including changes subsequent to the first activation, and on message templates submitted through the Platform.
12.3 Nature and limits. The Config-gate is a technical platform safeguard reflecting the intended purpose of the Platform and its structural restrictions. It does not constitute a guarantee that the configuration complies with the law, the Channel policies or the AUP, nor an examination, approval or supervision by Irelia; passing validation does not attest to the lawfulness of the use nor shift the responsibility for the configuration and the AI Agent’s behaviour, which remains with the Partner (clauses 11.1 and 14.1).
12.4 Evolution and evidence. Irelia may change at any time the methods and criteria of validation to adapt them to the law, the Channel policies and operational experience, without this constituting an amendment of the Contractual Documents. Irelia may retain the results of validation as operational evidence.
Art. 13 — Transparency towards the End User
13.1 Artificial intelligence nature. Each AI Agent clearly communicates to the End User that they are interacting with an artificial intelligence system: in the first message of conversations initiated by the End User and in the message templates used for conversations initiated by the Workspace. The AI Agent does not deny its nature when the End User asks and does not present itself as a real person; it may use a proper name provided it is accompanied by the qualification of AI assistant or equivalent.
13.2 Privacy notice. Each End User receives the privacy notice of the controller of the Workspace before or at the time of first contact with the AI Agent, in accordance with the following clauses. The link to the privacy notice is inserted by the Partner, or by the Client for its own Workspace, in the AI Agent’s configuration (clause 13.3) and, in the cases under clause 13.4, in the message templates.
13.3 Conversations initiated by the End User. Since it is not possible to establish in advance whether the End User initiating the conversation has already received the privacy notice, the AI Agent’s first message always includes the link to it, with the indication that continuing the conversation constitutes acknowledgement. The presence of such instruction in the configuration is verified by the Config-gate.
13.4 Conversations initiated by the Workspace. For conversations initiated by the Workspace, the privacy notice is provided by the controller at the time the contact is collected, in accordance with the warranty under clause 11.11, or included in the template with which the conversation is initiated; in that case the template also contains the indication that continuing the conversation constitutes acknowledgement. The Platform does not verify compliance in these cases, which remains warranted by the Partner.
13.5 Scope and templates. This Article applies to all Channels, including the Webchat. The Platform makes available welcome message and instruction templates compliant with this Article, which the Partner may modify in compliance with clause 11.2. The Partner ensures that its Clients maintain such communications pursuant to clause 9.3(e).
13.6 Responsibility. Compliance with this Article depends on the instructions contained in the configuration, validated under Art. 12 and maintained under clause 11.2. The Partner is liable for the consequences of their removal, modification or weakening after saving, regardless of the outcome of validation, and indemnifies Irelia pursuant to Art. 15.
Art. 14 — AI Agent output and limitation of liability
14.1 Nature of the output. The AI Agent’s output is the result of the configuration — instructions, tools, messages, content, persona — determined by the Partner, or by the Client with access to the Workspace, in its capacity as deployer within the meaning of Art. 3(4) AI Act. Irelia provides the infrastructure that executes such configuration and does not participate in determining the content, purposes or manner of the communications generated. The output is attributable to the Partner, which is liable for it towards its Clients and third parties and reflects such attribution in its own contracts (clause 9.3(f)).
14.2 AI Agent statements. The AI Agent’s statements, including those on prices, availability, terms or performance, do not bind Irelia on any ground. Their effect between the Partner and its Clients or End Users is governed by the Partner’s contracts.
14.3 No warranties. The Platform and the AI Agent are provided “as is” and “as available”. To the extent permitted by law, Irelia does not warrant: (a) the accuracy, completeness, currency or fitness for specific purposes of the output, which is generated by non-deterministic language models and may contain errors or fabricated information; (b) the continuity or uninterrupted availability of the Platform, save for expressly agreed service levels; (c) that the output does not infringe third-party rights; (d) commercial results. The Partner uses the AI Agent and its output at its own risk and verifies their suitability for its own services.
14.4 Limitation. Irelia’s aggregate liability towards the Partner, on any ground and for all events occurring within a twelve-month period, shall not exceed the amount of the Fees paid by the Partner to Irelia in the twelve months preceding the first of such events.
14.5 Exclusions. Irelia is not liable towards the Partner: (a) for indirect or consequential damages; (b) for loss of profit, loss of opportunity, of Clients, of goodwill or of reputation, loss or corruption of data, business interruption; (c) for the acts of Meta and of the other Channel providers referred to in clause 10.5, including measures taken against the Partner’s accounts or Irelia’s infrastructure by reason of third-party conduct; (d) for losses arising from configurations, uses or contracts of the Partner, of its Clients or of the Users. Irelia’s liability for Sub-processors is governed by the DPA (DPA, Arts. 7.2 and 13.1), within the limits of this Article.
14.6 Mandatory law. Clauses 14.3-14.5 do not apply in cases of wilful misconduct or gross negligence of Irelia (Art. 1229 of the Italian Civil Code) or where the law prohibits the limitation. Irelia is liable exclusively towards the Partner (clause 9.6).
Art. 15 — Indemnity and handling of claims
15.1 Indemnity. The Partner shall indemnify and hold harmless Irelia, its owner and its staff from and against any claim, action, penalty, cost or damage, including reasonable legal fees, arising from or connected with: (a) breach of the AUP or of the Contractual Documents by the Partner, its Clients or the Users; (b) penalties or measures imposed by authorities, including those competent under the AI Act and the GDPR, attributable to the configuration, use or processing choices of the Partner or of its Clients; (c) measures taken by Meta or by other Channel providers against Irelia’s infrastructure or accounts by reason of the conduct or configurations of the Partner or of its Clients, including restoration and transition costs; (d) claims by Clients, End Users or third parties relating to the AI Agent’s output, the Partner’s services or its commercial communications (clauses 2.5 and 8.7); (e) the absence or non-compliance of the Partner’s contracts with its Clients with the minimum content under Art. 9; (f) the removal, modification or weakening of the compliance instructions after saving (clause 13.6).
15.2 Single obligation. A single event falling within more than one of the cases under clause 15.1 gives rise to a single indemnity obligation, extending to the entire loss suffered by Irelia.
15.3 Limits. The indemnity operates within the limits of the law and does not cover loss arising from wilful misconduct or gross negligence of Irelia. In the event of contributory fault, the indemnity is reduced in proportion to Irelia’s causal contribution.
15.4 Claims involving Irelia. The Partner informs Irelia without delay, and in any event within five working days of becoming aware, of any claim challenging the infrastructure, the models, the Sub-processors or the technical components provided by Irelia, or addressed directly to Irelia. In such cases Irelia may assume the handling of the claim for the part concerning it; the Parties cooperate in good faith. Handling and defence costs are borne by the Partner for claims falling within the indemnity under clause 15.1, and by each Party for its own part in the other cases. The Partner does not settle claims involving admissions, obligations or statements on behalf of Irelia without its written consent.
15.5 Survival. This Article survives the termination of the Agreement for events occurring during its term.
Art. 16 — Data protection
16.1 Workspace data. The processing of personal data of the Workspaces is governed by the DPA, an integral part of this Agreement, which determines the roles of the Parties based on the factual circumstances — the Partner as controller for Workspaces used for its own purposes, as processor of its Client for those configured for a Client, Irelia as processor or Sub-processor — and qualifies Meta as an independent controller for the Channels it provides. The Sub-processors are listed at https://irelia.ai/legal/subprocessors (DPA, Art. 7).
16.2 Data for which Irelia is the controller. The data of the Partner, of the Users and of the parties submitting contact requests are processed by Irelia as a controller in accordance with the Privacy Notice (clauses 5.4 and 3.4).
Art. 17 — Intellectual property and confidentiality
17.1 Platform. The Platform, its code, interfaces, documentation, the instruction and message templates provided by Irelia, the know-how and the Irelia trademark, registered with the EUIPO, are the exclusive property of Irelia or of its licensors. The Platform is licensed, not sold: this Agreement does not transfer any intellectual property rights to the Partner and any right not expressly granted remains with Irelia.
17.2 Partner’s and Clients’ content. The AI Agents’ configurations, the instructions, content, data and materials uploaded to the Workspaces, and the message templates of the Partner or of its Clients (clause 10.1) remain the property of the Partner or of the Client. The Partner grants Irelia a non-exclusive licence, limited to the term of the Agreement, to use them to the extent necessary to deliver the Platform. Irelia does not use such content or the conversations to train artificial intelligence models, whether its own or those of third parties.
17.3 Irelia trademark. The Partner is free to state, to its Clients, to End Users and to the public, that its services are based on the Platform and that Irelia is the provider of the artificial intelligence infrastructure it uses, with or without use of the Irelia trademark, including in its own promotional materials, on its own website and in its own offers. For this purpose it may use the Irelia trademark in the form made available by the Platform or in the brand materials provided by Irelia. The Partner does not present such relationship in a manner suggesting exclusivity, a power of representation, that Irelia is the provider or co-provider of the Partner’s services, or an endorsement or guarantee by Irelia of them; and does not register or use “Irelia” in company names, domains, product names or account names. Irelia may request the cessation of uses that harm the trademark or its reputation, and the Partner complies without delay. Uses of the trademark other than those permitted above require Irelia’s written consent.
17.4 Feedback. Suggestions, reports and improvement proposals communicated by the Partner to Irelia may be freely used by Irelia, without obligation or compensation.
17.5 Confidentiality. Each Party keeps confidential the non-public information of the other of which it becomes aware in the performance of the Agreement — including commercial terms, technical data, configurations, Client data — and uses it only for the performance of the Agreement, for its term and for the three years thereafter. Excluded is information in the public domain, already known to the receiving Party, independently developed, or whose disclosure is required by law or by an authority, in which case the Party informs the other where permitted. Irelia may disclose the existence of its relationship with the Partner.
Art. 18 — Amendment of the terms
18.1 Right to amend. Irelia may amend this Agreement, including the AUP, the Price List and the Credit consumption criteria, for technical, security, regulatory, market or commercial reasons, by notifying the Partner through the Platform or by email at least thirty days before the effective date, indicating the amendments.
18.2 Acceptance. A Partner that does not intend to accept the amendments withdraws from the Agreement before the effective date, by cancelling the Plan through the Platform or by written notice to Irelia (clause 20.2). Failing that, and in any event upon use of the Platform after such date, the amendments are deemed accepted. A Partner that has withdrawn remains subject, until the end of the current billing period, to the previous terms; use of the Platform during such period does not constitute acceptance.
18.3 Effects of withdrawal following an amendment. Art. 20 applies to withdrawal under clause 18.2. If withdrawal is exercised following a change to the Price List or to the Credit consumption criteria, Irelia refunds the Partner the price of the Credits unconsumed as at the effective date of withdrawal, pursuant to clause 7.6.
18.4 Immediate amendments. Amendments required by law, by an authority, by the Channel policies or by urgent security needs may take effect immediately; Irelia notifies the Partner, which retains the right of withdrawal under clause 18.2 for the following thirty days.
18.5 Outside this Article. Amendments to the DPA and to the Sub-processor list follow the procedures set out in the DPA (DPA, Arts. 7 and 13.3), including the withdrawal rights and refunds provided for therein (clauses 7.6(d) and 20.2 of this Agreement). The Platform’s features, the Plans and the Config-gate criteria (clause 12.4) are product and may evolve without contractual amendment. Irelia’s Privacy Notice is not a Contractual Document: it is received (clause 5.1) and is updated by publication.
Art. 19 — Suspension and termination
19.1 Suspension. Irelia may suspend, in whole or in part, the Account, one or more Workspaces or AI Agents, including without prior notice, when: (a) it receives from Meta or from another Channel provider a notice of violation, a removal request or a measure referring to the Partner or to its Workspaces, or detects a degradation of the Quality Rating that exposes Irelia’s infrastructure (clause 10.5); (b) the charge of the Fees fails (clause 6.4); (c) the Partner breaches the AUP or fails to produce the required warranties (clause 11.14); (d) a breach by the Partner towards its Clients exposes Irelia to third-party claims or to measures by authorities (clause 8.3); (e) the use of the Platform puts at risk its security, integrity or availability, or third-party systems; (f) an authority or the law so requires.
19.2 Procedure. Suspension is limited, where possible, to the Workspaces or AI Agents concerned. Irelia notifies the Partner without delay of the suspension, its reason and, where applicable, the actions required for restoration; it lifts the suspension when the cause has ceased. Suspension of the Account suspends all the Partner’s Workspaces and pauses its Clients’ subscriptions managed through the Platform’s billing tools, with the financial effects under clause 8.4. For the period of suspension of the Account no Fee is charged to the Partner and no Credit is consumed; no compensation is due to the Partner. Suspensions of individual Workspaces ordered by the Partner, or resulting from the billing settings it has chosen (clause 8.4), including the suspension of Clients’ subscriptions on its payment account, are Platform tools at the Partner’s disposal and do not fall within this Article.
19.3 Termination. Irelia may terminate the Agreement pursuant to Art. 1456 of the Italian Civil Code, by written notice and with immediate effect, in the event of: breach of clauses 11.2 to 11.8 and 11.13; failure to produce the warranties under clause 11.14 or the contracts under clause 9.5; falsity of the declaration under clause 4.1; use of Channel data for its own purposes in breach of clause 11.8(vi); assignment of the Agreement in breach of clause 21.2; suspension under clause 19.1 not lifted, due to the Partner’s conduct, within thirty days; repeated breaches of the AUP after a notice from Irelia. Any other remedy available at law remains unaffected.
19.4 Evidence. Irelia retains evidence of the events that gave rise to the suspension or termination.
Art. 20 — Term, withdrawal and effects of termination
20.1 Term. The Agreement has an indefinite term and remains in force as long as the Partner holds an active Plan, renewed under clause 6.5, or an Account capable of restoration under clause 6.4.
20.2 Withdrawal. Either Party may withdraw from the Agreement at any time, without giving reasons and without compensation, with effect at the end of the current billing period, save for the Partner’s withdrawal for an unresolved objection to a new Sub-processor (DPA, Art. 7.3), exercised by written notice and with effect as at the effective date of the contested change, with the refunds under clause 7.6(d). The Partner withdraws by cancelling the Plan through the Platform (clause 6.5) or by written notice to Irelia; Credits are governed by clauses 7.4 and 7.6. Irelia withdraws by written notice to the Partner and refunds the price of unconsumed Credits pursuant to clause 7.6; the refund is not due if, at the time of withdrawal, the Account is suspended under clause 19.1 due to the Partner’s conduct, including non-payment (clause 6.4), in which case Credits are governed by clause 7.4.
20.3 Effects of termination. Upon termination of the Agreement, for any reason: (a) the licence under Art. 2 and the rights of use granted to Clients cease; the Workspaces are deactivated and the AI Agents no longer operate on the Channels; (b) unconsumed Credits are governed by clauses 7.4 and 7.6; (c) the Platform’s access to the Meta Assets is governed by clause 10.3; (d) the Workspace data remain subject to the retention and erasure terms of the DPA, with no new processing; the Partner and the Clients retain access to the export and early erasure functions even after the end of the Plan, for the period indicated in the DPA (DPA, Art. 10.4); (e) the Partner’s relationship with its Clients, the information to be given to them and the consequences of termination on such relationship remain the sole responsibility of the Partner, to which Irelia remains extraneous (clause 8.1).
20.4 Survival. Clauses 6.9, 7.1, 7.6 and 9.6, Arts. 14, 15 and 17, this Article and Art. 21 survive termination by their nature.
Art. 21 — General provisions
21.1 Force majeure. Neither Party is liable for delays or failures to perform due to events beyond its reasonable control, including network or third-party infrastructure failures, measures by authorities, cyber attacks, strikes, natural disasters. The affected Party informs the other and resumes performance as soon as possible.
21.2 Assignment. The Partner does not assign to third parties the Agreement, the Account or the rights arising therefrom without Irelia’s written consent. The Parties agree as of now that, if Irelia transfers the Platform or its business to a company or to another successor entity — for example, due to a change in its legal form or a reorganisation — the Agreement continues with the successor on the same terms, without any change for the Partner. Irelia informs the Partner with prior notice; the Partner’s right to withdraw at any time under clause 20.2 remains unaffected.
21.3 Notices. Ordinary communications between the Parties take place through the Platform, at the email address registered in the Account or through the dedicated WhatsApp group that Irelia sets up with the Partner. Communications with contractual effect (withdrawal, termination, disputes) take place through the Platform, by email or by certified email (PEC), at Irelia’s address stated in the heading or at the Partner’s contact details registered in the Account. The Partner keeps its contact details up to date; communications sent to the registered contact details are presumed received.
21.4 Governing law and jurisdiction. The Agreement is governed by Italian law. The Court of Chieti has exclusive jurisdiction over any dispute, including for Partners established outside Italy.
21.5 Final clauses. The invalidity of a clause does not affect the others; the invalid clause is replaced by the valid clause closest to its purpose. A Party’s tolerance of the other’s breaches does not constitute a waiver. The Contractual Documents constitute the entire agreement between the Parties and supersede any prior understanding; in the event of conflict regarding the processing of personal data, the DPA prevails. The Italian text prevails over any translation.
21.6 Versions and evidence of acceptance. The Contractual Documents are published with a version number and date. Irelia records the version accepted by the Partner, with date, time and Account, and keeps previous versions accessible.
Art. 22 — Specifically approved clauses
Pursuant to Arts. 1341 and 1342 of the Italian Civil Code, the Partner declares that it has read and specifically approves the following clauses: Art. 3 (nature of the relationship, no promotional obligations, non-exclusivity, independence, independence of the dimensions: 3.1, 3.2, 3.3, 3.5, 3.7); clause 5.2 (presumption of authorisation of Users’ activities); clause 6.5 (automatic renewal); clauses 6.6, 7.4, 7.5 (non-refundability of the Plan and of Credits, forfeiture for inactivity); clause 10.5 (exclusion of liability for the acts of Channel providers); clause 12.3 (nature and limits of the Config-gate); Art. 14 (no warranties, limitation and exclusions of liability); Art. 15 (indemnity); Art. 18 (unilateral amendment of the terms, of the Price List and of the consumption criteria); Art. 19 (suspension and termination); clause 20.2 (withdrawal); clause 21.2 (prohibition of assignment); clause 21.4 (exclusive jurisdiction); DPA, Art. 13.3 (unilateral amendment of the DPA).