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Terms & Conditions

The present document (“Contract”) defines the terms and conditions under which Tuurbo Srl (the “Provider”), with registered office in Catania (CT), Via A. Fleming SNC, tax code and registration number with the Catania Chamber of Commerce 06099510874, VAT number 06099510874, PEC [email protected], in the person of its current legal representative, will offer each of its clients (the “Client”) the services described below and in any attachments or technical documents, which the Client hereby declares to have carefully reviewed.

In the event that the contract is signed on behalf of a company, organization, or other legal entity (the “Entity”), the individual signing declares to Tuurbo Srl that they have the necessary authority to bind such Entity to the Contract, to which all terms will directly refer.

If the individual does not have such authority, they must not accept the Contract and must not use the Services, as defined below.

Tuurbo and the Client are hereinafter also referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS

this Contract governs the use of the solutions based on the “Tuurbo” services (hereinafter also referred to as “Services”) in the various available formats, along with any software made available in connection with such services;

Tuurbo is the owner of the Tuurbo brand and the website www.tuurbo.ai and all URLs associated with it (hereinafter collectively referred to as the “Site”), through which it offers its clients tools for the improvement (hereinafter referred to as “Tools”) of websites, such as, but not limited to, the enhancement of website performance;

the Client requires, with reference to one or more websites owned by them or managed by them on behalf of their clients and depending on the services chosen, to:

  • – improve website performance in terms of response speed;
  • – facilitate the website’s ranking in Google search results;
  • – improve the availability of website content by distributing static content across multiple delivery nodes;

it is the Client’s intention to access Tuurbo’s Services under the terms and conditions of this Contract, which Tuurbo is willing to accept.

The Client declares to have the necessary powers and authorizations to install the service on the websites or domains, as well as on all subdomains and web pages associated with them, where they intend to install the service, holding the Provider harmless from any liability in this regard.

In this sense, the Client is authorized to activate the service on third-party domains, excluding any ability to distribute, resell, or license to third parties, unless with prior written authorization from Tuurbo.

The Client agrees to indemnify Tuurbo from any disputes arising from the activation and use of the Services.

The Client acknowledges that the Tools will be provided according to the terms and conditions herein (link: https://www.tuurbo.ai/terms-conditions/), except as otherwise provided by specific contracts.

The Client also acknowledges that the Tools may perform personal data processing operations and that such data will be processed in compliance with GDPR as indicated in the attached privacy notice or on the Site https://www.iubenda.com/privacy-policy/70816578 and, if the Company is designated as a data processor, according to the external data processing agreement indicated on the Site link: https://www.tuurbo.ai/dpa/

THE PARTIES AGREE AND STIPULATE AS FOLLOWS

Art. 1 – Object of the Contract

Tuurbo provides the Client with the “Tuurbo” Services as described in more detail on its website at https://www.tuurbo.ai, according to the features and functionalities available and updated from time to time.

Tuurbo facilitates, enables, and automates performance optimization functions, improving the browsing experience for users of websites, eCommerce platforms, and online portals.

Access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined in this document) selected by the Client.

The Subscription Plan is identified and described on the website or in any order form sent to the Client electronically, or through a separate order document, or via another ordering process possibly designated by Tuurbo from time to time.

The Client accepts the Service for themselves or on behalf of third parties to whom they offer consulting or IT support: in this regard, by accepting the following Terms and Conditions of Service, the Client expressly declares that they are authorized to activate the service on third-party domains, excluding any ability to distribute, resell, or license to third parties, unless with prior written authorization from Tuurbo.

Furthermore, the Client agrees to indemnify Tuurbo from any disputes arising from the activation and use of the Services in question.

The Client will be granted access by the provider to their own reserved area, where they will be able to interact with the Services at any time, and specifically, by way of example only, perform actions such as:

  • – verifying the consumption of their Subscription Plan,
  • – checking certain statistical data related to visits to their website,
  • – requesting the opening of a technical support ticket,
  • – deactivating or suspending the operation of the “Tuurbo” Service or Services at any time.

Art. 2 – Interpretation and Language

The Recitals and each of the Attachments mentioned constitute an integral and substantial part of the Contract, even if not physically attached to it.

Likewise, all external references to the Contract—and in particular the links to the web pages on Tuurbo’s website—are to be considered an integral and substantial part of the Contract with the Client, fully enforceable against them.

The language of the Contract is Italian: all correspondence, communications, drawings, test reports, certificates, specifications, and information will be in Italian, as well as all written instructions, communications, and notices required under or for the purposes of the Contract.

Any translations will be prepared and provided solely to facilitate the Client’s better understanding of the Services.

Art. 3 – Service Execution Terms

The Provider assumes the risk of performing the service, committing to organize, execute, and oversee its execution independently, with its own organization and resources, as well as ensuring the highest technical and quality standards, in compliance with the following clauses.

The Provider commits to performing the Service with professionalism, diligence, and the required expertise.

Art. 4 – Duration and Withdrawal

The Provider may withdraw from the contract for just cause, with prior notice to the Client and substantiated documentation. In such cases, the Provider is entitled to reimbursement for expenses incurred and compensation for the Service performed, to be determined in relation to the useful result derived by the Client.

The Contract will become effective from the date of the Client’s request for activation of the Service, even if made within their reserved area, or from the signing of the contract, and will remain in effect for 30 calendar days.

The Contract will automatically renew upon expiration for an equal period. It is specified that the service activation date coincides with the confirmation of activation sent by Tuurbo via email or with the activation of the “Tuurbo” service within the Client’s reserved area.

The Client may withdraw from the contract, even if the execution of the Service has already begun, provided they indemnify the Provider for expenses incurred, work performed, and lost profits.

The right of withdrawal is a right that allows European consumers to terminate a contract within 14 days from the start date.

Since Tuurbo already offers clients a 7-day free trial, our service does not include the right of withdrawal in accordance with an exception that applies to digital content providers.

Tuurbo does not provide the right of withdrawal in any European country, but it is possible to cancel the subscription at any time during the free trial or later according to the billing cycle.

The law requires us to inform users that the service does not include the right of withdrawal.

Therefore, when our clients subscribe in any European country, they declare that they are aware of waiving their right of withdrawal. Waiving the right of withdrawal does not in any way affect other consumer rights and does not affect the ability to cancel the subscription at any time.

To cancel your subscription, we may need the following information: payment details (name, transaction ID, etc.), email address, login name, and a brief comment indicating your intent to cancel the service.

Only in specific cases, and at our sole discretion, we may decide to refund your money. Any refunds will be processed within 15 days of refund approval.

The refund amount will be processed through the same payment method used at the time of subscription.

In the event that we proceed with a refund process, we may withhold 35% of the amount for administrative fees, commissions, and other charges.

Repeated registrations and/or subscriptions to paid Services followed by cancellations and refund requests by a User may, at our sole discretion, be deemed as acting in bad faith, and we reserve the right to terminate the Service and deny any otherwise available refunds to such User.

Art. 5 – Subscriptions and Subscription Costs

Subscription Plans.
The Service is offered on a subscription basis and in accordance with the service plan selected by the Client, identified in the Order (also referred to as the “Subscription Plan”) via a specific contract or within the activation flow on the website. We may modify, terminate, or replace the Service or any Subscription Plan at our sole discretion and without prior notice.

The Client is required to carefully review the scope and limitations of any Subscription Plan before placing an Order.

Trial Period.
Subscription to the Service may be preceded by a free trial (a “Trial”) as defined on the website at the time of Subscription Plan activation or in the contract.

Tuurbo Srl reserves the right, at its sole discretion, to determine eligibility for a Trial. If a Trial is activated for the Client, they will only be able to use those parts of the Service included in their Trial, only for the duration of the Trial, and solely for the purpose of evaluating whether to purchase the Service.

At the expiration of any Trial period, access to the Service will cease unless the Subscriber has purchased a Subscription Plan in accordance with the terms of this contract.

Subscription Fees.
As compensation for the provision of the Service by Tuurbo, the Client will pay Tuurbo all subscription fees and other amounts set forth herein, or at the time of service activation on the website, or in the Order.

Unless otherwise stipulated, the Client must have a valid credit card or another valid payment method for Tuurbo (“Payment Method”) to access (or allow authorized users to access) the Service.

By providing a Payment Method to Tuurbo, the Client expressly authorizes Tuurbo to charge the Client for subscription fees and other applicable amounts under the Client’s Subscription Plan at the applicable frequency and rate in effect at that time. Unless expressly stated otherwise by a separate agreement, the subscription fees applicable to the Client’s Subscription Plan will be indicated in the attachment to this document or on the website https://www.tuurbo.ai at the date of activation or renewal of the Subscription Plan.

Tuurbo will charge the applicable subscription fees and other amounts in advance to the Payment Method provided by the Client during registration or in the order (or to a different Payment Method if the Client provides a written email request for change containing an alternative valid Payment Method).

In the case of services purchased by the Client on a Pay-Per-Use basis, all sums and their calculation methods will be applied according to the rates indicated in this contract, in separate agreements, or on the website https://www.tuurbo.ai and charged in bulk at the end of the subscribed month if the amount is lower than the value of the Subscription Plan, otherwise, they will be charged in bulk once the value of the Subscription Plan is exceeded.

ALL SUBSCRIPTION FEES ARE CONSIDERED FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.

Addon Pay Per Use.
Once the monthly limits included for the service provided by the subscription plan are exceeded, to ensure continuity of service, the client agrees to allow the provider to charge the selected Payment Method at the time of activation of the main service for this additional service.

If the limits for this service are exceeded, the client agrees to reapply the same fee to the same Payment Method whenever necessary.

Example: If the client exceeds the total number of pre-paid PageViews in their subscription plan (100,000 pageviews), Tuurbo Srl will charge the cost of this service to cover the additional pageviews generated by the client’s website up to the maximum total indicated for the service (50,000 pageviews). Once this additional threshold is exceeded, the same fee will be re-applied until the end of the current month of the subscription plan.

Example: If the client exceeds the total number of pre-paid Optimizable Pages in their subscription plan (10,000 Optimizable Pages), Tuurbo Srl will charge the cost of this service to cover the additional Optimizable Pages generated by the client’s website up to the maximum total indicated for the service (5,000 Optimizable Pages). Once this additional threshold is exceeded, the same fee will be re-applied until the end of the current month of the subscription plan.

All payments due will be calculated and charged to the client whenever the monthly threshold provided by the subscription plan or any previously charged addons is exceeded during the subscription plan.

At each contract renewal, all pageviews counted and invoiced up to that point will be reset.

Renewal Terms.
Subscription Plans will automatically renew for the same duration upon expiration of the initial subscription period unless and until the Client cancels their Subscription Plan or it is canceled by Tuurbo.

THE CLIENT MUST CANCEL THEIR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR AN ADDITIONAL SUBSCRIPTION PERIOD TO AVOID BEING BILLED FOR ANOTHER SUBSCRIPTION PERIOD AND HAVING THEIR PAYMENT METHOD CHARGED.

Cancellation.
Unless otherwise stipulated, the Client may cancel their Subscription Plan at any time; however, such cancellation will not become effective until the end of the current subscription period.

Even after canceling the Subscription Plan, the Client will continue to have access to the Service in accordance with the terms of their applicable Subscription Plan for the remainder of the current subscription period, accruing any pay-per-use fees.

TUURBO DOES NOT PROVIDE REFUNDS OR CREDITS IN CONNECTION WITH THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING ANY PARTIALLY USED SUBSCRIPTION TERMS.

To cancel a subscription plan, the client must deactivate the automatic renewal using the appropriate panel made available to them or send a written cancellation request via email to Tuurbo at [email protected] and include the phrase “REQUEST TO DEACTIVATE TUURBO SUBSCRIPTION” in the subject line.

For more information or assistance, the Client can contact the support team using the methods provided in their Subscription Plan. Subscription Plan cancellations will only be effective if submitted in accordance with the requirements and as stipulated in this contract.

Changes to Subscription Fees.
The Subscriber acknowledges that the amount billed for each subscription period may vary due to the consumption of Pay-per-Use features and/or promotional offers and/or changes made by Tuurbo or the Client to the subscription plan (including, but not limited to, upgrades or downgrades).

In the event of an upgrade or downgrade of the Client’s Subscription Plan, the new rate for the next billing cycle will automatically be charged to the Payment Method.

TUURBO DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A SUBSCRIPTION PLAN.

The Subscriber expressly accepts and acknowledges that, in the event the Subscriber downgrades to a lower Subscription Plan, such downgrade may result in the loss of accessible Service features or other changes to the user account or access to the Service.

The Subscriber expressly accepts all risks associated with such downgrade and acknowledges that Tuurbo is not and will not be responsible for any issues related to accessing their website.

Taxes.
The fees specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, but not limited to, VAT) (collectively, “Taxes”).

The Subscriber will be responsible for paying all taxes and any interest and/or penalties resulting from any payments made under this document.

Promotions.
Tuurbo may offer promotions from time to time on the Site, through its communication channels, and its representatives and agents, or in relation to the Service (including, but not limited to, Trials) that may affect pricing and may be governed by terms and conditions separate from these Terms.

In the event of a conflict between the terms of a promotion and these Terms, the terms of the promotion will prevail.

Pageviews.
This refers to the total number of times a client’s webpage is either opened, viewed in a browser, or optimized by the Tuurbo system, by a BOT or by a visitor during the month of application of this contract.

Example: If a user clicks the reload button after reaching the page, this action is counted as an additional pageview. If a user visits a different page and subsequently returns to the original page, a second pageview is also recorded. Each time a webpage from the domain or subdomain where Tuurbo is installed is requested or optimized during navigation, it will be counted as an additional pageview.

Optimizable Pages.
This refers to the total number of unique URLs of the domain and/or any subdomains where the service is installed and optimized by the Tuurbo system during the month of application of this contract.

Addon Pay Per Use – Pageviews.
This consists of progressively charging the Client for all Pageviews generated in excess of those already pre-paid by the client within the period between the first renewal day of their plan and the last day before the renewal of their subscription.

Addon Pay Per Use – Optimizable Pages.
This consists of progressively charging the Client for all Optimizable Pages generated in excess of those already pre-paid by the client within the period between the first renewal day of their plan and the last day before the renewal of their subscription.

The subscription fee does not include:

  • – The provision of hardware or any software licenses, plug-ins, hosting, domains, etc.;
  • – The repair and/or replacement of hardware and software;
  • – On-site interventions at your locations;
  • – Photos, videos, or other original multimedia material purchased from professionals or specialized providers;
  • – Any additional modules must be purchased by the client. It is recommended, if not already active, that the Client prearranges a daily backup plan with their preferred hosting provider;
  • – Any activity not included in this preliminary analysis;
  • – Anything not expressly stated in the contract and its attachments.

Art. 6 – Unilateral Modification of the Contract

Before each renewal of the Contract, Tuurbo may notify changes to the fees based on a new price list. Likewise, Tuurbo reserves the right to unilaterally modify the other terms of the Contract by sending written notification to the Client via email and/or through notifications within the software interfaces.

The update will be communicated at least 30 (thirty) days before it comes into effect: the new terms of the Contract will therefore apply at the beginning of the next renewal period. If a link to Tuurbo’s website is temporarily unavailable or is changed without the corresponding update to this text, the Parties agree and acknowledge that the new URL used by Tuurbo will be considered valid.

Art. 7 – Compensation and Payment Terms

The Client agrees to pay the amounts indicated in their personal area or in the Order Form, according to the terms and conditions provided therein. The Provider agrees to issue appropriate tax documentation associated with the payment.

The Provider may suspend the Service if the Client is in default due to non-payment of the aforementioned fees. In this case, the resumption of the Service is subject to full payment of the overdue fees, plus any applicable interest.

If the Client’s payment delay exceeds 30 days from the agreed-upon due date, the contract will be terminated in accordance with Article 1456 of the Italian Civil Code. In this case, the termination occurs when the Provider declares in writing to the Client that they are exercising this clause.

The Provider will still be entitled to the payment of the Compensation plus any applicable interest. The fees will be invoiced to the Client, regardless of their location, by Tuurbo Srl, with registered office in Catania (CT), Via A. Fleming SNC, tax code and registration number with the Catania Chamber of Commerce 06099510874, VAT number 06099510874.

The currency applied will be the euro, and the amounts are indicated excluding VAT, where applicable. The fees due from the Client to Tuurbo, for the provision of the Services, include a fee valid for 30 calendar days, to be paid in advance on the date of the first Service activation, and subsequently on the renewal date and time.

The Parties acknowledge that the Compensation will be paid by the Client via automatic debit from the Client’s bank account through SEPA debit, credit card, or an equivalent method. The Client expressly authorizes Tuurbo to use, where necessary, a third-party company for payment processing, consenting to the collection of the necessary payment information by such a third party through the use of the proposed system.

The Client authorizes Tuurbo to charge the previously mentioned payment method for any additional costs attributable to it under the Contract, particularly concerning access to higher Service levels than those selected during registration and “Pay-Per-Use” services.

Art. 8 – Suspension, Limitation, and Interruption of Services

  1. 1. The Provider has the right to suspend and/or interrupt the provision of the Services at any time and without notice, particularly in cases of:

    • – network failures and malfunctions of tools, even those of third parties, for the provision of Services due to force majeure or unforeseen events, as well as in the event of unplanned and/or unforeseeable and technically essential modifications and/or maintenance;
    • – malfunctions and breakdowns of equipment and software, whether owned by the Provider or its suppliers, or due to the actions and/or inactions of the latter or the Client’s equipment;
    • – justified reasons of security and/or confidentiality assurance;
    • – breakdowns and/or malfunctions that pose a danger to individuals.

  2. 2. The interruption or limitation of the service will be strictly necessary to allow Tuurbo Srl to conduct a thorough investigation of the anomaly detected and, where necessary and possible, to implement corrective measures to resolve the anomaly.

  3. 3. Tuurbo Srl commits to ensuring that the service limitation is maintained for the shortest possible time, limited to the duration necessary to investigate and, if feasible, resolve the detected anomaly.

  4. 4. The Client acknowledges and accepts that, due to the circumstances described in this clause, Tuurbo Srl cannot guarantee a minimum or consistent Service Level Agreement (SLA). Therefore, Tuurbo Srl will not be held liable for any losses, damages, or inconveniences suffered by the Client due to the service interruption or limitation as provided in this clause.

  5. 5. The Client acknowledges and agrees that, in any case of service suspension and/or interruption, even if not attributable to the Provider, the latter will take the necessary actions within the minimum possible timeframe, as indicated in the following article.

  6. 6. In certain circumstances, even without notice, Tuurbo may proceed with closing the Client’s account or limiting access to the Service. Causes for this include, but are not limited to, violations of the Contract, requests from law enforcement or other government agencies, the provision of false or incorrect information within the account. Following the closure of the Client’s account, Tuurbo reserves the right – 30 days after the event – to delete all stored data without the possibility of recovery: in this regard, the Client may, within this period, submit a data access request, according to the established procedures, which will be evaluated by Tuurbo based on the circumstances.

  7. 7. Tuurbo also has the right to suspend the service 48 hours after sending the Client a notice of non-payment of any amount due. The Client acknowledges that, following the failure to pay the amount due within the terms, the website subject to the Service may no longer be accessible to internet users, and they assume full responsibility for themselves and any third-party owners of the website. During this suspension period, Tuurbo will retain the service setup functionalities for an additional 7 (seven) days: after this further period, if the Service is not reactivated by the Client with the payment of the due amount, the stored configurations will be permanently deleted.

  8. 8. Tuurbo will not, in any case, be liable to the Client for the unavailability of the Services.

  9. 9. The Services are primarily offered as a platform to cache assets and serve HTML pages from websites. The Client agrees to use the Services solely for the purpose of delivering web pages viewed via a web browser or other functionally equivalent applications, including the rendering of Hypertext Markup Language (HTML) or other functional equivalents and serving web APIs. The use of the Services for publishing videos or a disproportionate percentage of images, audio files, or other non-HTML content is prohibited. In this regard, it is permissible to use the Services to publish material other than HTML code or equivalent if such different material generates less than 40% of the total traffic used by the Client over the course of 30 calendar days.

  10. 10. If Tuurbo finds that the Client has violated any provision of this agreement, it may immediately suspend or limit the use of the Services, or limit end-users’ access to some of the resources through the Services. Failure to challenge does not, in any case, imply endorsement or acceptance of the Client’s non-compliant behavior.

Art. 9 – Limitation of Liability

The Client releases the Provider from all liability for direct and indirect damages towards themselves or third parties.

The service and the website are provided “As Is” and “As Available,” without warranties of any kind, and Tuurbo hereby disclaims any and all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, quality, title, and non-infringement.

Neither Tuurbo nor anyone associated with Tuurbo makes any representation or warranty regarding the completeness, security, reliability, quality, accuracy, or availability of the site or the service. Without limiting the foregoing, neither Tuurbo nor anyone associated with Tuurbo represents or warrants that the service or the site, or any results generated from it, will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the service, the site, or the servers that make them available are free of viruses or other harmful components, or that the service or the site otherwise meet your needs or expectations.

Between the user and Tuurbo, the user assumes all risks related to the use, interpretation, and reliance on the service, the site, and all content and results generated from it.

Art. 10 – Client Obligations

  1. 1. The Client commits to providing diligent cooperation in good faith and to performing all activities useful or necessary to allow Tuurbo to regularly offer the Services and fulfill its obligations under the Contract.
    In this regard, the Client shall, among other things:
    • – Ensure the adequacy and correct functioning of the hardware and software configurations that interface with the Provider’s technical resources;
    • – Ensure the maintenance of compatibility of their procedures with the Services the Provider is to render;
    • – Pay the amounts due to the Provider under the Contract and/or this agreement within the specified terms;
    • – Enter and keep updated their contact information, billing information (if applicable), and payment method (e.g., credit card, etc.), even within their reserved area, if available;
    • – Allow the measurement of pageviews as defined within this contract;
    • – Guarantee that they hold all necessary rights and authorizations to deliver their content using the Services. The activation of the Services must not violate any local, state, European, or international laws and regulations (including, but not limited to, those relating to export control or electronic communications) to which the Client or third parties are subject;
    • – Cooperate in good faith with Tuurbo for the best management of any issues, reports, or problems that may arise from the use of the Services.

  3. 3. The Client indemnifies and holds the Company harmless from any harm, cost, damage, or expense, of any nature (including legal fees), that may result from the inaccuracy or untruthfulness of what the Client has declared and warranted.

  4. 4. The Client acknowledges that the Company will not be responsible for any malfunctions or service interruptions due to internet connection issues or other events not attributable to the Company itself.

  5. 5. The Client commits to restoring, at the end of the Contract, any configurations so that the Services are no longer used, for example, by modifying the Domain Name System (DNS) records of each activated website and thus restoring the state prior to the Service activation. This restoration activity must be completed by 11:59 PM on the last day of the Service provision. If this does not occur, 48 (forty-eight) hours after the end of the Service provision, in the event of a failure or incorrect intervention by the Client, the Client acknowledges that the website subject to the service may no longer be accessible to internet users. The Client assumes full responsibility for themselves and for any third-party owners of the website.

Art. 11 – Confidentiality Obligations

Without prejudice to legal obligations, the Parties agree to keep strictly confidential and not to disclose to third parties or use, except as strictly necessary for the execution of the Contract, any data or information they become aware of during or in connection with the negotiation, signing, or execution of this Contract, in any form and on any medium.

The confidentiality obligations in this clause will remain effective for the entire duration of the Contract. In the event of termination of this Contract, for any reason, the Parties agree to return, within 15 days of termination, all material, in either paper or digital form, belonging to the other Party that they have acquired during the execution of the assignment, with the commitment not to retain any copies.

Pursuant to Article 1381 of the Italian Civil Code, the Parties guarantee compliance with the confidentiality obligations mentioned above by all persons who may become aware of the confidential information in the course of executing the Contract.

Art. 12 – Assignment of the Contract

The Provider may perform the Services either directly or through agents, subcontractors, and/or agencies, without prejudice to the full responsibility of Tuurbo Srl towards the Client for any breach by such parties.

The Client may not assign, in whole or in part, the Contract or the obligations arising from it to third parties. In case of violation, even partial, of the above obligations, the contract will be terminated in accordance with Article 1456 of the Italian Civil Code. In this case, the termination occurs when the interested party declares in writing to the other that they are exercising this clause.

Art. 13 – Non-Competition Clause

The Client agrees not to engage in any competitive behavior, or any behavior that may be recognized as such given the circumstances of the specific case, for the entire duration of the Contract.

Competitive behaviors include, but are not limited to, the creation of tools and services similar or identical to those covered by this Contract.
Should the Client violate the provision in the preceding paragraph, a penalty of €10,000.00 (ten thousand/00), pursuant to Article 1382 of the Italian Civil Code, will apply, without prejudice to any additional damages that may be claimed.

Art. 14 – Intellectual Property

The Client declares and guarantees that the trademarks, patents, utility models, industrial designs, software, know-how, creative works, and any other intellectual property rights of Tuurbo, or otherwise used by Tuurbo for the provision of the Services, are: (i) its own property or lawfully held or used; (ii) regularly registered; (iii) do not infringe third-party rights, and (iv) will be maintained, within the limits of the law, for the entire duration of this Contract.

The Service may contain links or otherwise allow access to third-party applications and services (“Third-Party Services”) that are not owned or controlled by Tuurbo. When accessing third-party websites or services, it is done at the Client’s own risk. Tuurbo encourages the Client to be aware when leaving the Service and to read the terms and conditions and privacy policy of each third-party website or service (“Third-Party Terms”).

Tuurbo has no control over and assumes no responsibility for the content, accuracy, Third-Party Terms, or practices of any third-party website or service. Additionally, Tuurbo does not control, monitor, verify, censor, or modify the content of any third-party website or service. When visiting or using a third-party website or service, the Client acknowledges that such third-party website or service is subject to applicable Third-Party Terms and releases Tuurbo from any liability directly arising from the use of such websites or Third-Party Services. The Client agrees that Tuurbo is not responsible in any way for such third parties or their products or services. Such activities and the Third-Party Terms associated with them are solely between the Client and the applicable third party.

The Client acknowledges and agrees that the legal ownership and the corresponding rights to use the know-how, and software programs made available by Tuurbo for the execution of the Services, are and remain the exclusive property of and available to Tuurbo or Tuurbo’s licensors.

By accepting this Terms, the Client consents that Tuurbo may use, without any additional charge, and publish in any document and/or presentation for commercial promotion purposes (i) the Client’s logo and name, as well as (ii) the logo and name of the third-party websites and companies where the Service has been activated by the Client, and (iii) the information in its possession regarding the Client’s use of the Services and the relative percentage impacts on the Client’s performance improvements, along with any data or statistics derived from the use of the Service.

Tuurbo undertakes not to use the clients’ or third-party users’ logos and names in a harmful or misleading way and to cease using them upon receiving a request for cessation of use, submitted by the interested parties to [email protected] with the subject line “REQUEST TO CEASE LOGO/NAME USE.”

The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by Tuurbo are protected by all relevant intellectual property and proprietary rights and applicable laws.

All Materials contained in the Service are the property of Tuurbo or its licensors. Except as expressly authorized by Tuurbo, the Client may not use the Materials. Tuurbo reserves all rights to the Materials not expressly granted in this Contract.

By accepting this Contract, the Client grants Tuurbo a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, and perpetual license to use or incorporate into the Services any suggestions, improvement requests, recommendations, corrections, or other feedback provided in relation to the Services.

Art. 15 – Confidentiality

For the entire duration of the Contract and for 12 months following its expiration, each Party will keep confidential the terms and conditions of the Contract, as well as any information obtained in the execution of this Contract or otherwise related to the Services (“Confidential Information”).

Each Party will use such Confidential Information solely for the purposes of this Contract and the fulfillment of the obligations herein.

The confidentiality obligations under this article will not apply to information that (i) was already public at the time of disclosure or became public afterward without any violation of the confidentiality obligation; (ii) was lawfully received by a Party from a third party or was already known by the Party without violating any confidentiality commitments; (iii) a Party is required to disclose by order or request of public authorities, provided that, in such case, the Party promptly informs the other Party and limits the disclosure to the minimum necessary. The Client agrees not to solicit in any way the hiring or assignment – in any form – of employees, collaborators, or software development service providers of Tuurbo, and in the event of termination of their relationship with Tuurbo, the Client will not hire or assign tasks to any of them until the expiration of the twenty-fourth month following such termination.

Art. 16 – Communications

Communications between the Parties must be in writing, with a countersignature for receipt, sent by registered mail with return receipt, courier, or PEC (certified email), to the addresses indicated on the website or in the Order Form.

Any change to the domicile or addresses mentioned above must be immediately communicated to the Parties, following the procedures outlined in this article. As long as the Parties have not notified such changes as described, communications made according to these rules and to the addresses and persons indicated will be considered valid.

The Parties agree to the drafting of a joint press release regarding the activities covered by this agreement.

Art. 17 – Technical Intervention Terms

The maintenance and support service, unless otherwise agreed between the Parties, provides the following coverage schedule:
From Monday to Friday
From 9:00 AM to 1:00 PM and from 2:00 PM to 6:00 PM
Excluding holidays according to the Italian calendar.

The Client may electronically submit a support request at any time, regardless of the defined coverage hours, to the specifically indicated and designated addresses; Tuurbo will respond to such requests as soon as possible during the applicable service coverage hours.

Art. 18 – Restrictions

The Client agrees to use the Service exclusively for internal business purposes, in accordance with all documentation related to the Service provided by Tuurbo from time to time (as it may be updated periodically) and in compliance with all applicable laws.

The Client must not (and must ensure that Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse-engineer the Service or any associated software or material (except to the extent that applicable law prohibits or limits reverse-engineering restrictions); (ii) provide third parties with access to any Service, or use any Service for time-sharing or similar purposes for the benefit of third parties; (iii) sell, resell, lease, or rent the Service; (iv) remove any copyright or proprietary notices contained in the Service or any of its outputs; (v) violate, disable, tamper with, or develop or use (or attempt) any workaround for any security measures provided or used by the Service; (vi) access the Service through any bot, web crawler, or non-human user; (vii) access or use (or allow third parties to access or use) the Service for any unlawful purpose or to monitor the availability, performance, or functionality of the Service or for any other benchmarking or competitive purpose; (viii) attempt to gain unauthorized access to the Service or any related system, software, or network; (ix) access the Service to create a competing product or service, or copy any feature, function, or graphic of the Service; (x) use the Service to transmit viruses or malicious code; or (xi) use or take any other action in connection with the Site or Service or any of its components in a manner that violates applicable law or any provision of this Agreement.

Tuurbo may suspend or terminate the Client’s or any Authorized User’s access to the Service or any of its components if Tuurbo reasonably determines that the Client or such Authorized User has violated any term or condition of this Agreement.

The Client will be liable to Tuurbo for any violation of the terms and conditions of this Agreement by the Client or any Authorized User.

Art. 19 – Data Protection

Based on the provisions of Regulation (EU) 679/2016 on personal data protection (hereinafter “GDPR”), the Parties mutually acknowledge that for the execution of this contract, only the processing of the website user’s IP address, which will be pseudonymized as soon as possible, is foreseen.

In this regard, considering that the execution of this contract involves — albeit in a limited manner and for the strictly necessary time — the processing of personal data of which the Client is the “Data Controller,” Tuurbo will proceed with such processing as detailed in the privacy policy available on the website at the following address https://www.iubenda.com/privacy-policy/70816578, and as defined by the appointment as Data Processor pursuant to Article 28 of the GDPR, available at https://www.tuurbo.ai/dpa.

Tuurbo commits to performing only data processing that is functional, necessary, and pertinent to the execution of contractual services and never in divergence from the Contract signed between the Parties: any personal data eventually acquired and/or received by each Party during the execution of the Contract will be retained only for the time strictly necessary to pursue the purposes for which they are collected and processed, in a form that allows the identification of the data subject for a period not exceeding the achievement of the said purposes.

Art. 20 – Personal Data Processing (Privacy/GDPR)

By signing this Agreement, the Parties give their express and informed consent to the processing of data concerning them and implicated in the execution of this Agreement, including all operations regarding personal data protection (as provided by Legislative Decree no. 196/2003, hereinafter the “Code”), and they commit to complying with all legal obligations should the execution of this Agreement require the processing of third-party data, assuming all related responsibilities.

Art. 21 – Final Provisions

This Terms constitutes the entire agreement between the Parties regarding its subject matter and supersedes and cancels any previous agreements between the Parties.

Each Party is independent and autonomous from the other and, as such, will not have the authority to bind or commit the other Party, except as provided by this Terms.

The Terms cannot be interpreted as constituting any other relationship between the Parties that is not provided for in this Terms.
The Parties mutually acknowledge that the articles of this Terms that violate legal provisions will only be effective within the limits of such violations, without invalidating the remaining articles or the entire Agreement.

Any express or implied waiver by a Party of any of the provisions contained in this Agreement, or acquiescence to a breach or non-compliance with a provision, shall not be considered as a waiver of the provision itself and shall not prevent that Party from seeking its fulfillment or any other provision, or from acting in consequence of any breach or violation at any time.

The Parties may not assign the Agreement or the rights and obligations deriving from it to third parties without the prior written consent of the other Party, except for Tuurbo’s claims against the Client.

Art. 22 – Jurisdiction

Any dispute relating to and/or connected with this Contract, including those concerning its validity, interpretation, execution, or termination, shall be submitted to the exclusive jurisdiction of the court of the Provider, expressly excluding any other potentially concurrent judicial authority.

Last modified: 29/05/2024

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