License and service terms

1. Parties and scope

1.1 These terms (the Terms) govern the license to use and the provision of the Prynt service (the Service) by [RAGIONE SOCIALE], with registered office at [SEDE LEGALE], VAT number [P.IVA], certified email (PEC) [PEC] (the Provider), to the customer who accepts them (the Customer).

1.2 The Service is intended exclusively for businesses, organizations and professionals acting in the course of their trade or profession. The Customer declares that it does not act as a consumer: the Italian Consumer Code (Legislative Decree 206/2005) does not apply.

1.3 The agreement consists of, in order of precedence: (a) the order, accepted quote or license document signed by the parties (the Order); (b) the Data Processing Agreement (DPA), as regards personal data; (c) these Terms. The privacy policy, the cookie policy, the list of sub-processors and the technical documentation published on www.prynt.it complete it.

1.4 Whoever accepts the Terms on behalf of the Customer (including by creating an organization in the application or activating a license key) declares that they have the authority to bind it.

2. Definitions

• Application: the web application hosted by the Provider at app.prynt.it (Designer, workspaces, settings) and its API at api.prynt.it.
• Organization: the Customer's space in the Application, with its members, workspaces, templates, data sources, API keys and settings.
• User: a natural person the Customer authorizes to access the Organization (employees, contractors, consultants).
• License key: the code in the format PRYNT-XXXXX-XXXXX-XXXXX-XXXXX issued by the Provider that activates a license on a single Organization.
• Customer Data: all data that the Customer or the Users upload or make accessible to the Service, including templates, assets (images, fonts), query definitions, parameters, the data read from the Customer's databases at generation time and the generated documents.
• Client software: the installable components provided with the Service: Prynt Gateway, Prynt Desktop and the SDKs.
• Trial: the period of free use of the Application under article 4.

3. License

3.1 For the term stated in the Order and subject to compliance with the Terms and payment of the fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service for one (1) Organization, for the needs of its business, within the plan and limits stated in the Order or attached to the License key (for example documents generated per month, workspaces, members, data sources, Gateways, API keys, webhooks).

3.2 The Customer may integrate the Service, through the API, into its own applications to generate documents also intended for its own customers. Reselling the Service, using it on behalf of third parties as a standalone service or embedding it in products distributed to third parties (OEM, partners, resellers) requires a separate written agreement.

3.3 The Client software is licensed on the same terms, solely for the purpose of using the Service. Prynt Gateway is installed by the Customer on its own infrastructure and under its own responsibility. Open source components included remain subject to their respective licenses.

3.4 The Provider may automatically count the documents generated and the resources in use to apply the plan limits. Beyond the monthly document limit a technical tolerance applies (currently 10%), after which generation is blocked until the next period or until the plan is extended; resource limits are hard limits.

4. Free trial

4.1 The Provider may allow an Organization to be created on a Trial, without a License key, for [14] days from its creation or for the different period indicated by the Provider at activation. The Provider may change or discontinue the Trial offer for new Organizations at any time.

4.2 The Trial is for evaluating the Service: it is free of charge and provided "as is", without service levels, guaranteed support or warranties of any kind, to the extent permitted by law. The Customer should not use the Trial to process production data it is not prepared to lose.

4.3 At the end of the Trial, without an active License key, the Organization becomes read-only: generating documents and creating new resources are blocked, while viewing, editing templates and exporting data remain available. If no license is activated within [90] days of the end of the Trial, the Provider may delete the Organization and its data after notifying the owners by email at least [15] days in advance.

5. License keys and activation

5.1 The Provider issues License keys against an Order. A License key activates one Organization only; it can be entered again in the same Organization but not transferred to another.

5.2 The License key is confidential: the Customer keeps it safe and does not disclose it to third parties. The Provider keeps only a cryptographic fingerprint of the key (not the key itself) and its last four characters for support; for this reason a lost key cannot be recovered, but it can be reissued.

5.3 The Provider may extend, modify (plan, limits, validity), reissue or revoke a License key in accordance with the Order or the Terms. Revocation or expiry of the active key makes the Organization read-only as described in article 4.3.

5.4 The license lasts for the term stated in the Order (fixed term or, where expressly provided, without expiry). Unless the Order provides otherwise, the license does not renew automatically: it is renewed with a new Order or by extending the License key. The Application notifies the Organization's owners and administrators before expiry.

6. The hosted Service

6.1 The Service is hosted and operated by the Provider on infrastructure located in the European Union ([FORNITORE HOSTING], [PAESE DATA CENTER]). The Application is not installed at the Customer's premises.

6.2 The Service accesses the Customer's databases read-only, running the queries defined in the Designer, through Prynt Gateway (outbound-only connections from the Customer's network) or through a direct connection protected by TLS. The Customer is responsible for providing database users with only the read privileges needed, as described in the documentation.

6.3 The security measures in place are described in Annex 2 of the DPA. The Provider may update the Service, including its features and interfaces, provided that changes do not materially reduce the essential features or the level of security during a license period already paid for.

7. Accounts and Customer obligations

7.1 The Customer is responsible for: (a) managing Users, roles and permissions in its Organization; (b) the confidentiality of passwords, two-factor authentication codes, API keys, Gateway registration tokens and License keys; (c) all activity carried out with its Users' credentials and its API keys.

7.2 The Customer undertakes to: (a) provide truthful registration and billing data; (b) enable two-factor authentication at least for owners and administrators (the Application can make it mandatory for the whole Organization); (c) notify the Provider without delay of any unauthorized or suspected use; (d) keep installed Client software up to date.

7.3 The Customer is solely responsible for the content of the templates and of the generated documents and for their compliance with applicable law (for example tax, customs, labelling or transport rules). The Service is a layout and generation tool: it does not verify the legal or tax correctness of documents.

8. Acceptable use

It is forbidden to: (a) use the Service for unlawful purposes or to process data without a valid legal basis; (b) upload content that infringes third-party rights, malware or malicious code; (c) attempt to access other customers' data or circumvent access controls, plan limits or security measures; (d) run load tests, vulnerability scans or penetration tests without the Provider's written consent; (e) decompile or disassemble the Service or the Client software, except within the mandatory limits of article 64-quater of Italian Law 633/1941; (f) use the Service to build a competing product; (g) use the Service in a way that impairs its stability for other customers.

9. Customer Data

9.1 Customer Data remains the property of the Customer (or its licensors). The Provider processes it only to provide the Service, on the Customer's instructions and to comply with the law, as governed by the DPA, under which the Provider acts as processor.

9.2 The Provider may use aggregated usage data without content (for example number of documents generated, durations, errors) to operate, secure, bill and improve the Service. This data does not contain the data read from the Customer's databases.

9.3 The Customer can export its Organization's data from the Application at any time (Settings → Data and privacy: ZIP archive with templates and versions, assets, configuration without secrets, audit log, run metadata), including while the Organization is read-only.

9.4 The Provider's operators, through the administration console, see the metadata needed to run the Service (organizations, users, usage, technical status) but not the Customer's secrets; impersonation of Users is not available.

10. Availability and support

10.1 The Provider uses reasonable care to keep the Service available and to restore it in case of failure. Unless service levels (SLA) are expressly agreed in the Order, no minimum availability or maximum restoration time is guaranteed. The current technical objectives (daily backup, restoration within a few hours) are described for information only and are not a contractual commitment.

10.2 The Provider may perform maintenance, where possible at low-usage times and with a notice in the Application for scheduled maintenance causing interruptions.

10.3 Support is provided by email at [EMAIL SUPPORTO] and through the "Contact support" feature of the Application, on Italian business days from [ORARIO], in Italian or English. Unless the Order provides otherwise, no response times are guaranteed. Support does not include designing templates, writing queries or work on the Customer's systems, which may be offered separately.

11. Fees, invoicing and payment

11.1 The fees for the license and any services are stated in the Order or in the accepted quote. Amounts are exclusive of VAT and any other applicable tax.

11.2 Unless the Order states otherwise, the Provider invoices in advance for the license period and the Customer pays within [30] days of the invoice date by bank transfer. Late payment interest under Legislative Decree 231/2002 applies.

11.3 If in the future the Service is also offered as self-service subscriptions paid online (for example through Stripe), the related pricing and renewal terms will be shown at purchase and will prevail, for those subscriptions, over this article. Licensed Organizations are not moved to self-service subscriptions without their agreement.

12. Suspension

12.1 The Provider may suspend access to the Service, in whole or in part: (a) for non-payment continuing for more than [15] days after a written reminder; (b) for breach of articles 7 or 8; (c) where necessary to prevent or contain a concrete risk to the security or integrity of the Service or of other customers' data; (d) on the order of an authority.

12.2 Except in urgent cases, the Provider notifies the Customer before suspending. During suspension the Customer Data remains intact; Users' access and API calls of the Organization are refused; queued jobs resume on reactivation. The Provider reactivates the Service as soon as the cause has ceased.

13. Term, withdrawal and termination

13.1 The agreement starts when the Terms are accepted and lasts for the term stated in the Order or, for a Trial, for the duration of the Trial.

13.2 Either party may terminate the agreement by written notice if the other party commits a material breach not remedied within [30] days of notice. The Provider may terminate the agreement under article 1456 of the Italian Civil Code for breach of articles 3.2, 8 or 16, or for non-payment continuing beyond [60] days.

13.3 The Customer may delete its Organization from the Application at any time; deletion does not entitle the Customer to a refund of fees already paid, except as provided by law or by the Order.

14. End of the relationship: data export and deletion

14.1 When the license expires or ends, the Organization becomes read-only. For [30] days (the Export window) the Customer can export its data on its own (article 9.3) or ask support to export it.

14.2 After the Export window, or earlier if the Customer deletes the Organization or asks in writing for its deletion, the Organization is deleted. Deletion includes a 30-day restore period, during which the owner can cancel it; after that period all the Organization's data (workspaces, templates and versions, assets, runs and documents, API keys, webhooks, data sources and secrets, audit logs) is permanently and automatically erased. On the Customer's written request the permanent erasure can be brought forward.

14.3 Encrypted backup copies existing at the time of erasure are not altered and are deleted when they expire, at the latest within [12] months; until then they remain protected as described in the DPA and are not used except for disaster recovery.

14.4 Retention obligations under the law remain unaffected (for example the accounting and tax records of the commercial relationship).

15. Intellectual property

15.1 The Service, the Client software, the documentation, the Prynt trademarks and signs and every improvement to them are and remain the property of the Provider or its licensors. No right is granted to the Customer other than those expressly provided in the Terms.

15.2 Templates, assets and other content created or uploaded by the Customer remain the Customer's. Components supplied by the Provider within templates (for example sample templates, built-in components, fonts distributed with the product) remain subject to the license in article 3 or to their own licenses.

15.3 The Customer may provide suggestions and feedback; the Provider may use them freely to improve the Service, without obligations to the Customer and without disclosing the Customer's confidential information.

16. Confidentiality

Each party treats as confidential the other party's information received in connection with the agreement that is marked as such or that by its nature should reasonably be considered confidential (including Customer Data, License keys, credentials and pricing); uses it only to perform the agreement and discloses it only to staff and advisers who need to know it and are bound by equivalent obligations. The obligation does not apply to information that is public, already known or independently developed, or whose disclosure is required by law or by an authority. The obligation lasts for the whole agreement and for [3] years after it ends.

17. Warranties

17.1 The Provider warrants that it has the rights needed to grant the license and that the Service, during the license period paid for, performs substantially in accordance with the documentation. In case of a non-conformity reported in writing, the Customer's exclusive remedy is the correction of the non-conformity within a reasonable time or, if that is not possible, termination with a refund of the share of fees paid and not used.

17.2 Except as provided in 17.1 and to the extent permitted by law, the Service is provided without further warranties, express or implied, including fitness for a particular purpose or uninterrupted or error-free operation.

18. Limitation of liability

18.1 To the extent permitted by article 1229 of the Italian Civil Code, neither party is liable to the other for indirect or consequential damages, loss of profit, revenue, goodwill or business opportunities, or business interruption.

18.2 The Provider's total liability arising from or in connection with the agreement, on any ground, shall not exceed the fees actually paid by the Customer in the [12] months preceding the event giving rise to liability. For the Trial and any free use, the Provider's liability is limited to [EUR 100].

18.3 The Provider is not liable for loss of data attributable to the Customer or its systems (including databases, networks and servers on which Prynt Gateway is installed) and, for the Service's data, its obligation is limited to restoring the latest available backup.

18.4 The limitations in this article do not apply in case of wilful misconduct or gross negligence, nor to obligations that cannot be limited by law.

19. Indemnification

The Customer shall indemnify the Provider against third-party claims arising from the Customer Data, the content of the generated documents or breach of articles 7 and 8. The Provider shall indemnify the Customer against third-party claims that the Service, used in accordance with the Terms, infringes third-party intellectual property rights, provided that the Customer notifies the Provider promptly and allows it to conduct the defence.

20. Data protection

For personal data contained in the Customer Data the Provider acts as processor under article 28 of Regulation (EU) 2016/679 and the DPA, which forms an integral part of the agreement. For Users' data processed for its own purposes (account management, security, support, billing) the Provider acts as controller under the privacy policy.

21. Changes to the Terms

21.1 The Provider may change the Terms for technical, legal or organizational reasons, notifying the Organizations' owners by email and in the Application at least [30] days in advance. Changes that materially worsen the Customer's position apply to current licenses only from the next renewal; within the notice period the Customer may withdraw without penalty.

21.2 Changes required by law or by an authority may apply with shorter notice.

22. General provisions

22.1 Force majeure: neither party is liable for non-performance caused by events beyond its reasonable control (for example natural disasters, wars, widespread failures of networks or of energy and telecommunications providers, orders of authorities), excluding payment obligations.

22.2 Assignment: the Customer may not assign the agreement without the Provider's written consent. The Provider may assign it to a company of its group or to the buyer of its business or of the business unit relating to the Service, notifying the Customer.

22.3 Notices: notices are given by email to the addresses stated in the Order or in the Organization (for the Provider: [EMAIL COMMERCIALE]) or by certified email (PEC) for termination or dispute notices.

22.4 Severability: the invalidity of a clause does not affect the others.

22.5 No waiver: tolerating a breach does not waive the related rights.

22.6 Language: in case of discrepancy between the Italian and the English version of the Terms, the Italian version prevails.

23. Governing law and jurisdiction

The agreement is governed by Italian law, excluding the Vienna Convention on the International Sale of Goods. The courts of [FORO COMPETENTE] have exclusive jurisdiction over any dispute relating to the agreement.

24. Specific approval of clauses

Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Customer specifically approves the following clauses: 4.3 (read-only and deletion after the Trial); 5.3 (revocation of the License key); 6.3 (changes to the Service); 10.1 (no guaranteed service levels); 12 (suspension); 13.2 (termination and express termination clause); 14 (deletion of data at the end of the relationship); 17 (limitation of warranties); 18 (limitation of liability); 19 (indemnification); 21 (unilateral changes to the Terms); 22.2 (assignment); 23 (exclusive jurisdiction).

Date: [DATA] — The Customer: ____________________