Terms and Conditions

AgenVIO S.r.l. (VAT no. IT14692990964), subject to direction and coordination by Syncronika S.r.l. (sole shareholder company), provides a cloud-based platform that allows organizations to create, manage and supervise AI agents used for customer communication, automation and operational workflows.

The Service may include web interfaces, APIs, mobile applications, integrations and related software components, as well as features to configure a customizable document knowledge base, connect business systems, and monitor conversations.

The services are intended for professional and business customers. Where the customer acts as a consumer (within the meaning of applicable consumer law), specific provisions on withdrawal and guarantees may apply.

Services are delivered according to agreed methods:
- Platform access according to the subscribed plan
- Initial setup: configuration and onboarding according to the agreed plan
- Support: technical assistance according to the support level included in the plan

Communication occurs mainly via email, platform dashboard, and dedicated support tools.

Customers may upload, transmit or process content, data, documents or information through the Service ("Customer Content").

The Customer is solely responsible for the accuracy, legality and ownership of any Customer Content processed through the platform.

AgenVIO does not review Customer Content and assumes no responsibility for the data processed through the Service.

AI-generated responses are produced automatically based on machine learning models and may contain inaccuracies or incomplete information.

Customers are responsible for reviewing and validating any output generated by AI agents before relying on it.

The Service may integrate or interact with third-party services such as artificial intelligence providers, messaging platforms, or external APIs.

Use of such services may be subject to the terms and policies of the respective third-party providers.

Not included in the price:
- Third-party software licenses (CRM, tools, platforms)
- Hosting and cloud infrastructure costs (if not already owned by the client)
- Substantial changes to initial requirements (subject to additional quote)
- Extended training beyond that included in the service

Such costs are borne by the client and are communicated in advance.

Payments occur according to the terms agreed with the customer (e.g. advance payment, payment on invoice, or other agreed methods).

Initial setup or customized projects are governed by specific agreements.

Invoices are issued with VAT according to current regulations. Payments are due within 30 days of invoice date, unless otherwise agreed.

AgenVIO commits to providing services with professional diligence. However, it does not guarantee specific results in terms of ROI or business metrics and is not responsible for interruptions or malfunctions of third-party services. The client is responsible for providing access, data, and necessary information.

To the maximum extent permitted by law, AgenVIO's total liability arising out of or relating to the Service shall not exceed the amount paid by the Customer for the Service during the twelve (12) months preceding the claim.

Customers may not use the Service to generate, distribute or promote unlawful, harmful, abusive or misleading content.

Customers are responsible for ensuring that their use of AI agents complies with applicable laws and regulations.

The customer undertakes to comply with transparency obligations towards end users under applicable law on artificial intelligence systems (including Regulation (EU) 2024/1689), where end users interact with AI agents through the Service. In particular, the customer will ensure that end users are informed, where required by law, that they are interacting with an AI system.

The customer may further not use the Service for purposes that constitute prohibited artificial intelligence practices under Article 5 of Regulation (EU) 2024/1689, including, by way of example: manipulative or deceptive techniques aimed at distorting people's behaviour; exploitation of the vulnerabilities of specific groups; biometric categorization based on special categories of data; emotion recognition in prohibited contexts; social scoring; and the untargeted scraping of facial images to create or expand facial-recognition databases.

Where the customer intends to use the Service for purposes that fall within high-risk AI systems under Annex III of Regulation (EU) 2024/1689 (for example in the areas of employment and recruitment, access to credit, education, or the provision of essential services), the customer must inform AgenVIO in advance and assume all obligations placed on the deployer by applicable law. AgenVIO reserves the right to make such uses subject to conditions or to refuse them.

For the purposes of Regulation (EU) 2024/1689 (the "AI Act"), AgenVIO provides software platform components (interfaces, APIs, configuration tools, model and channel orchestration) that enable the customer to implement and use artificial intelligence systems for its own operational purposes.

Unless otherwise agreed in writing, the customer acts as the deployer (professional user) of the AI systems configured through the Service and is responsible for the compliance of its use with applicable obligations.

General-purpose artificial intelligence (GPAI) models and related services supplied by third parties (e.g. language model providers, transcription and speech synthesis) act, in their relationship with AgenVIO, as independent providers or sub-processors under their respective contracts; the customer is informed of them through the Privacy Policy and may select or configure such providers where the platform allows.

Where AgenVIO provides the customer with managed services for design, configuration, go-live or operational management of AI agents, such activities constitute professional and support services to the customer-as-deployer and do not transfer deployer status for the customer's AI system to AgenVIO, unless expressly agreed in writing.

For the processing of personal data in connection with the Service, the GDPR provisions described in the DPA section and the Privacy Policy apply.

AgenVIO makes available to the customer tools and features to meet transparency obligations, including informing end users that they are interacting with an artificial intelligence system. The customer undertakes not to disable, remove or circumvent such mechanisms where required by applicable law.

The customer ensures an adequate level of AI literacy for its personnel using the Service, in accordance with Article 4 of Regulation (EU) 2024/1689.

As deployer, the customer undertakes to:
(i) define the purposes, scope and limits of use of AI agents in its operational context;
(ii) ensure an adequate level of human oversight over relevant interactions, including the ability to intervene, suspend or correct conversations;
(iii) configure and maintain records, logs and documentation reasonably necessary to monitor agent performance, within the limits of the platform and the contract;
(iv) comply with transparency and information obligations towards end users, including informing them of interaction with AI systems where required;
(v) promptly inform AgenVIO if use of the Service falls within high-risk AI system categories under the AI Act or gives rise to serious AI-related incidents, cooperating in communications and corrective measures within contractual limits;
(vi) carry out, where required by law applicable to its sector, impact assessments and other obligations for high-risk systems (including fundamental rights impact assessment), without transferring deployer obligations to AgenVIO;
(vii) cooperate with AgenVIO to enable compliance with these Terms and the AI Act, providing necessary information within the scope of the Service.

Failure to comply with these obligations may result in suspension or termination of the Service, where provided in the contract.

To the extent that AgenVIO processes personal data on behalf of the customer in connection with the Service, the parties acknowledge that the customer acts as data controller and AgenVIO as data processor under Article 28 of Regulation (EU) 2016/679 (GDPR). Such processing is governed by the Data Processing Agreement (DPA), published at /dpa, which forms an integral part of these Terms.

In particular, AgenVIO: (i) processes personal data only on the customer's documented instructions; (ii) ensures that persons authorized to process the data are bound by appropriate confidentiality obligations; (iii) implements appropriate technical and organizational measures; (iv) engages sub-processors in compliance with Article 28(2) and (4) GDPR; (v) assists the customer in responding to data subject rights requests; (vi) notifies the customer without undue delay of any personal data breaches of which it becomes aware; and (vii) at the end of the relationship, deletes or returns personal data in accordance with the customer's instructions, save for statutory retention obligations.

Customers are responsible for all activities that occur under their account, including actions performed by their authorized users.

AgenVIO may suspend or terminate access to the Service if the Customer violates these Terms or uses the Service in a manner that may cause legal or security risks.

All rights, title and interest in the Service, including software, documentation and technology, remain the exclusive property of AgenVIO.

Deliverables (code, workflows, configurations) developed specifically for the client are the property of the client, upon full payment. AgenVIO retains the right to use knowledge, methodologies, and generic components developed during the project for other clients. Third-party software licenses remain governed by their respective terms.

Both parties commit to maintaining confidentiality of confidential information received during the relationship. Technical, commercial, and strategic information shared cannot be disclosed to third parties without written consent.

The client may terminate the contract with 30 days' notice (unless otherwise agreed in writing) for subscription services. For ongoing projects, termination is subject to agreed conditions. AgenVIO may withdraw in case of client default after formal request for compliance. In case of withdrawal, the client pays for services already provided up to the withdrawal date.

AgenVIO may change these terms and conditions by giving notice (by email or via the platform) with at least 30 days' notice before the effective date. Changes will be deemed accepted if the customer does not terminate the contract within that period; upon termination, the previous terms apply until the end of the relationship. For changes that reduce the customer's rights or increase their obligations, AgenVIO will consider requiring explicit acceptance where required by law.

These conditions are governed by Italian law. For any dispute relating to these conditions, the courts of Milan shall have exclusive jurisdiction.

For formal and legal communications relating to these terms and conditions:

AgenVIO S.r.l.
Via Enrico Cosenz, 54
20158 Milan, Italy
Email: [email protected]
PEC: [email protected]
VAT no.: IT14692990964