GENERAL TERMS.

Courtesy English translation of the Italian General Terms and Conditions. In the event of discrepancy, the Italian version prevails (art. 22.3).

These General Terms and Conditions (hereinafter also the “Contract” or “EULA”) are read and accepted together with Annex A – Specific Conditions (identification of the Customer, activated configuration, economic terms and Module-specific disclaimers) and with the DPA Annex (Data Processing Agreement under art. 28 GDPR), which form an integral part of them.

The Contract is entered into between WAVENURE S.R.L., registered office at Via Dogana 3, 20123 Milano, tax code and VAT number 09355870966, EU VAT IT09355870966, REA MI 2085293, LEI 8156005BD8A6DC87A206, website wavenure.com (hereinafter the “Licensor” or “Provider”),

and

the legal entity or individual holding a VAT number identified in section A.1 — Customer details of Annex A who (or, alternatively, the legal entity or individual holding a VAT number who, by accessing the Platform and/or subscribing to one or more Plans) accepts these General Terms and Conditions acting in the course of their business, commercial or professional activity (hereinafter the “Customer” or “User”).

The Contract is intended exclusively for Business Customers: subscription by consumers within the meaning of art. 3(1)(a) of Legislative Decree 206/2005 is not permitted. Subscription requires self-certification of Business status; any false statements are the sole responsibility of the User.

The Platform offers information, analysis and autonomous decision-support tools based on artificial intelligence, quantitative models and proprietary algorithms. All Modules and all their features are exclusively informative, analytical and for autonomous decision support. No feature constitutes investment advice, a personalised recommendation, portfolio management or any other activity reserved under the TUF. Reference is made to arts. 2 and 3 of the Contract. The Licensor is not authorised by Consob under arts. 18 et seq. of Legislative Decree 58/1998 (TUF) and does not provide reserved investment services or activities. All content on the Platform is exclusively informative and technical and does not constitute a personalised recommendation, financial advice, solicitation of public savings or promotion of financial products. Every investment decision rests on the Customer's own independent assessment and responsibility.

Capitalised terms have the meaning set out below:

• AI Act: Regulation (EU) 2024/1689.
• Annex A: Annex A – Specific Conditions (identification of the Customer, Plan and Modules actually activated, term, fees, payment methods, any thresholds/SLAs of the subscribed Plan and Module-specific disclaimers).
• DPA Annex: the DPA Annex (Data Processing Agreement under art. 28 GDPR).
• Customer / User: the Business party that subscribes to the Contract.
• Cognitive Pro / Suite: the Wavenure suite that brings together the Modules described in Annex A, which can be activated separately or in a bundle.
• AI Content: the outputs of the AI Systems (signals, reports, metrics, scoring, Cognitive Polaris answers, WaveGraph visualisations).
• Credentials: username, password, token, API keys and any other authentication element associated with the Account.
• Personal Data and GDPR: as defined in art. 4 GDPR and in Regulation (EU) 2016/679.
• Module: each functional component of the Platform that can be activated separately, as listed in Annex A.
• Plan: the specific configuration of Modules subscribed to, detailed in Annex A.
• Platform: the set of software, interfaces, applications, infrastructure, AI models, databases and AI Content made available as SaaS under the Wavenure and/or Cognitive name.
• Services: the features made available according to the Plan.
• AI Systems: the predictive and generative artificial intelligence systems integrated into the Platform and classified under the AI Act.
• SLA: the service levels described in art. 12 of the Contract. The target values (Uptime targets, compensation scale, support times) applicable to the subscribed Plan are set out in Annex A; where Annex A sets none, only the principle of professional diligence under art. 13.1 applies, without quantitative obligations.
• TUF: Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance).
• Uptime: the percentage of minutes in the calendar month in which the Platform, or the individual Module, is available according to the Licensor's monitoring systems, out of the total minutes in the month, excluding (i) minutes of scheduled or extraordinary maintenance, (ii) minutes of unavailability due to force majeure or events not attributable to the Licensor under art. 16, (iii) minutes of unavailability caused by cloud infrastructure providers, network services or third parties not controlled by the Licensor, (iv) minutes of unavailability caused by the Customer's configurations, integrations or networks. The Licensor's logs are authoritative for measurement.
• WaveGraph: the proprietary feature for the graphical representation of correlated sets of financial instruments identified by the AI Systems.

2.1 Subject matter. Against payment of the fees set out in Annex A, the Licensor grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to use the Platform, within the limits of the subscribed Plan.

2.2 Informative and technical nature. The Platform is a tool for information, analysis and the Customer's autonomous decision support. It provides market data, statistical-quantitative signals, technical reports, visualisations, simulations, backtests and documentary management of model portfolios. The content is general in nature and is not tailored to the financial situation, objectives, risk tolerance or experience of the Customer or of its end clients.

2.3 Exclusion of reserved activities. The Licensor is not authorised to provide investment services and activities. The Service does not constitute: (i) investment advice (art. 1(5-septies) TUF); (ii) portfolio management (art. 1(5-quinquies) TUF); (iii) reception, transmission or execution of orders, or dealing on own account; (iv) placement, distribution or promotion of financial instruments, financial products or IBIPs (Directive (EU) 2016/97 – IDD); (v) solicitation of public savings or offer to the public under arts. 93-bis et seq. TUF; (vi) activity as a financial promoter or adviser, credit broker or financial agent.

2.4 Customer autonomy. Every decision to invest, divest or execute orders rests exclusively with the Customer, possibly with the support of authorised professionals. The Licensor is not involved in the decision-making chain and does not establish any fiduciary, management or advisory relationship.

2.5 Professional use and end clients. Where the Customer integrates the features or makes them available to its own end clients, employees or collaborators, it must reproduce in its own contracts the same disclaimers, usage limits and non-advice clauses set out here. It remains solely responsible for its relationships with its end clients and undertakes to indemnify the Licensor under art. 15.

3.1 Risk warning. Investing in financial instruments involves risks, including the possible total or partial loss of capital. Markets are subject to volatility, illiquidity, issuer, currency, country and systemic risks. The Customer declares that it is aware of this.

3.2 Past performance. Returns, backtests, historical simulations, indicators and scoring are presented for information and statistical purposes only. Past performance is neither indicative nor a guarantee of future performance.

3.3 Limits of AI models. Signals, forecasts, scoring and outputs of the AI Systems depend on the quality of the input data and on the stability of market conditions. They may produce false positives/negatives and hallucinations (in particular in generative systems such as Cognitive Polaris), and never constitute a certain forecast or a personalised recommendation.

3.4 Suitability and appropriateness. Assessing the suitability/appropriateness of instruments for the profile of the Customer or of its end clients is the sole responsibility of the Customer, possibly through authorised intermediaries. The Licensor does not and cannot carry out profiling under arts. 39-40 of the Consob Intermediaries Regulation.

3.5 Financial education. Any educational material is intended for financial literacy and does not constitute advice, a recommendation or an assessment of the suitability of any instrument.

4.1 Formation of consent. The Contract is concluded when the Customer signs it. In the case of online subscription, the Contract is concluded when the Customer, after registering and selecting the Plan, gives explicit consent by ticking the relevant box (point-and-click) and pays the first fee (or, in the case of a free trial, confirms the registration). The signatory declares that they have the necessary powers of representation.

4.2 Transmission and storage. A copy of the Contract, including the General Terms and Conditions, Annex A in the activated version and the DPA Annex, is sent by email and made available in the reserved area. The Licensor stores contracts electronically for the period required by law.

4.3 Specific approval under arts. 1341-1342 of the Italian Civil Code. The Customer declares that it specifically approves: art. 7 (AI Systems: limits, oversight, exclusion of warranties); 9.5 (fee adjustment); 10.2 (tacit renewal); 10.3 (unilateral changes); 11 (suspension and termination); 12 (SLA, maintenance and compensation); 13.2 (exclusion of further warranties); 14 (limitations of liability and time bar); 15 (indemnity); 19 (assignment of the contract by the Licensor); 21 (place of jurisdiction).

5.1 Grant. The Licensor grants a non-exclusive, non-transferable, non-sublicensable, revocable licence, limited to the term of the Contract and to the territory of the European Union, for SaaS use of the Platform through web, mobile and/or API interfaces.

5.2 Scope of use. Use is permitted exclusively for the information, analysis, decision-support and portfolio documentation purposes described in Annex A for the subscribed Plan, in the course of the Customer's professional activity.

5.3 Restrictions. Unless authorised in writing, the Customer may not: (i) decompile, disassemble, decode or reverse engineer the software, subject to the limits of art. 64-quater of Law 633/1941; (ii) extract, copy, reproduce, distribute, resell, sublicense, rent, lease or otherwise make the Platform available to third parties; (iii) use scrapers, bots, crawlers, automated scripts or data mining beyond the rates provided for by the Plan and by the API features described in Annex A; (iv) use the Platform to train third-party AI models or to develop competing products; (v) use the Platform in breach of mandatory rules (in particular Regulation (EU) 596/2014 – MAR, anti-money laundering, international sanctions, consumer protection); (vi) resell AI Content to third parties, except within the limits of the Plan and of a specific written agreement; (vii) remove or alter notices, trademarks or legal notes; (viii) share the Credentials with third parties or allow access to persons other than authorised Users.

6.1 Ownership. The Platform, software, source code, interfaces, databases, AI models, algorithms, trademarks, logos, graphic and textual content, documentation and every associated element are the exclusive property of the Licensor or its licensors, protected by national and international law on copyright, trademarks, patents, trade secrets and sui generis database rights (arts. 102-bis et seq. of Law 633/1941).

6.2 AI Content. AI Content is licensed to the Customer solely for the purposes of art. 5. AI outputs may not enjoy full copyright protection: the Licensor does not guarantee the originality or uniqueness of outputs, which may be identical or substantially similar to those generated for other users.

6.3 Customer Data. The content, model portfolio configurations, watchlists, preferences, settings and any other data entered remain the property of the Customer. The Customer grants the Licensor a non-exclusive, worldwide, royalty-free licence, limited to the term of the Contract and aimed at providing the Service, to host, reproduce, process, transform and display such data.

6.4 Use of data for AI training. The Licensor does not use the Customer's Personal Data to train its own AI models, except with the specific, separate and freely given consent of the data subject, which may be withdrawn at any time. The Licensor may use aggregated and anonymous data to improve its models and for statistical analysis and research.

6.5 Trademarks. The Customer acquires no rights in the Licensor's trademarks and distinctive signs. Use of the “Wavenure” trademark or other distinctive signs in commercial materials, communications or presentations requires prior written authorisation.

7.1 Transparency under the AI Act. The Platform integrates predictive AI Systems (quantitative and machine learning models for generating signals) and generative AI Systems (Cognitive Polaris), hosted and run on infrastructure in the European Union. On the basis of a self-assessment under the AI Act, they are classified as limited risk; they are neither among the systems prohibited by art. 5 of the AI Act nor among the high-risk systems of Annex III.

7.2 Labelling of outputs. All AI outputs are presented with a specific indication of their algorithmic nature under art. 50 of the AI Act. At the start of each conversation, Cognitive Polaris states that it is an automated conversational system.

7.3 Human oversight. The Licensor adopts organisational measures of human oversight of the AI Systems (output monitoring, periodic model review, incident management). Oversight operates at system level and does not imply case-by-case checks of the outputs delivered to individual users.

7.4 Limits of the systems. The Customer accepts that: (i) the AI Systems may produce incorrect, incomplete, biased or outdated outputs; (ii) generative systems may produce hallucinations; (iii) the models are trained on historical data and may fail to capture new phenomena, black swan events or market regime changes; (iv) Cognitive Polaris is not a channel for personalised advice and does not replace the judgement of an authorised professional; (v) Cognitive Polaris is programmed not to issue personalised buy/sell recommendations: answers that may in practice look like such recommendations must be disregarded and reported.

7.5 Automated decisions. The Licensor does not use the AI Systems for decisions that produce legal effects concerning the Customer or similarly significantly affect it within the meaning of art. 22 GDPR. The Platform does not carry out binding automated profiling.

7.6 Exclusion of warranties on output. The Licensor gives no express or implied warranty as to the accuracy, completeness, timeliness, fitness for a particular purpose or profitability of AI outputs. Use is at the Customer's risk and responsibility.

7.7 Fair use of Cognitive Polaris. Use of the Service is subject to fair and lawful use; automated or massive uses, or any use liable to upset the balance of the Service or impair its use by third parties, are in any case prohibited. To preserve the quality and continuity of the Service, the Licensor may apply safeguards and usage management measures when technical or operational conditions it deems relevant are exceeded, including through temporary or proportionate limitations.

8.1 Account creation. Access requires the creation of Accounts associated with the Customer, with true, complete and up-to-date data. Accounts are associated with individual authorised Users: shared use is not permitted.

8.2 Safekeeping of Credentials. The Customer is responsible for the safekeeping, confidentiality and proper use of the Credentials assigned to its authorised Users. It promptly informs the Licensor of any suspected unauthorised access, loss or theft.

8.3 Attribution. Activities carried out with the Credentials assigned to the Customer or to its authorised Users are presumed to have been carried out by the Customer, unless proven otherwise, in particular in the case of unauthorised access not attributable to its negligence or that of its Users.

8.4 Security. The Licensor adopts appropriate technical and organisational measures under art. 32 GDPR, including encryption of data in transit (TLS) and at rest, optional MFA, access monitoring, vulnerability management, segregation of environments and periodic backups.

9.1 Fees. The fees due for the subscribed Plan are set out in Annex A. Prices are exclusive of VAT and of any other tax, duty or statutory charge.

9.2 Payment methods. Payment is made in advance, using the methods enabled by the Licensor (credit/debit card, SEPA direct debit, bank transfer, other electronic instruments). For annual Plans, in a single advance payment; for monthly Plans, at the start of each billing period.

9.3 Invoicing. The Licensor issues electronic invoices through the SDI (Italian e-invoicing system) in accordance with applicable tax law. The Customer provides its SDI recipient code or certified email (PEC), VAT number, any foreign EU VAT number and any other data required, promptly communicating any changes.

9.4 Late payment. In the event of non-payment on the due date, the Licensor may, after a formal notice giving three (3) days to remedy, suspend the Service and/or terminate the Contract under art. 11. Late-payment interest at the rate set by Legislative Decree 231/2002 is due, together with debt collection costs.

9.5 Fee adjustment. The Licensor may adjust the fees once a year, with at least sixty (60) days' notice. In the event of an increase, the Customer may withdraw without charge within fifteen (15) days of the notice; if it does not withdraw within that period, the adjustment is deemed accepted. For annual Plans in progress, the adjustment takes effect at the next renewal.

10.1 Term. The Contract has the term set out in Annex A (monthly or annual), starting from the first successful payment or from the activation date.

10.2 Automatic renewal. Unless notice of cancellation is sent at least seven (7) days in advance for monthly Plans and thirty (30) days in advance for annual Plans, the Contract is tacitly renewed for the same term, at the economic conditions communicated under art. 9.5, if any.

10.3 Unilateral changes. The Licensor may unilaterally amend these General Terms and Conditions and/or Annex A due to supervening technical, regulatory, security, tax or operational requirements, with at least thirty (30) days' notice. In the case of changes to the Customer's detriment that are not merely operational, the Customer may withdraw without charge within fifteen (15) days of the notice, by written communication. After that period, the changes are deemed accepted. Changes imposed by mandatory rules or by orders of the Authorities apply immediately.

11.1 Suspension. The Licensor may suspend the Service, after giving notice, in the event of: (i) non-payment or late payment; (ii) breach of the restrictions in art. 5.3; (iii) activities posing risks to the security or integrity of the Platform or of other users; (iv) suspected fraud, money laundering or breach of mandatory rules; (v) an order of a competent Authority. The suspension ends when its cause ceases, without prejudice to the right to terminate. During the suspension the Customer remains liable for payment if the suspension was due to a cause attributable to it.

11.2 Termination by operation of law under art. 1456 of the Italian Civil Code. The Licensor may terminate the Contract by simple written notice in the event of breach of the following obligations: art. 5.3 (Restrictions); 8 (Account and Credentials); 9 (Payments); 17 (Data processing); 18 (Confidentiality). Termination takes effect upon receipt of the notice.

11.3 Termination due to discontinuation of the Service. The Licensor may terminate the Contract, with at least thirty (30) days' notice, in the event of discontinuation of the Service or a substantial change in its business models, refunding the Customer the unused portion of the fee.

11.4 Withdrawal by the Customer for just cause. The Customer may withdraw in the event of serious and repeated breach by the Licensor, after a formal notice to perform under art. 1454 of the Italian Civil Code giving at least fifteen (15) days.

11.5 Effects of termination. On termination, the licence is deemed revoked and access ends. The Licensor provides a thirty (30) day window for exporting data; at the end of that period, the DPA Annex applies.

12.1 Service levels. The Licensor provides the Services in accordance with the SLAs. The Uptime targets and any support levels applicable to the subscribed Plan are set out in Annex A. Where Annex A sets none, the Licensor is bound only by professional diligence under art. 13.1, without quantitative availability obligations.

12.2 Maintenance. Scheduled maintenance windows are announced at least forty-eight (48) hours in advance, in low-impact time slots, and are not counted in the Uptime calculation. Unscheduled extraordinary maintenance, for urgent technical or security reasons, may take place without notice, with subsequent communication, and the related minutes are excluded from the Uptime calculation.

12.3 Compensation. If the monthly Uptime target set out in Annex A is not met, and upon the Customer's written request within thirty (30) days of the end of the month concerned, the Licensor grants the Customer compensation as a credit on the next invoice, according to the scale set out in Annex A. The total compensation paid to the Customer for unavailability of the Service may not exceed, in each calendar year, twenty per cent (20%) of the net annual fee for the Module concerned. Compensation is the Customer's sole remedy for failure to meet the availability SLAs, except in cases of wilful misconduct or gross negligence of the Licensor under art. 1229 of the Italian Civil Code. The Licensor does not grant compensation for unavailability falling within the cases excluded from the definition of Uptime in art. 1.

12.4 Support. Technical support is provided through the methods, channels and response times set out in Annex A for the subscribed Plan. Where Annex A sets none, support is provided as a commercial courtesy, without binding response times. Support does not include personalised advice on the financial use of the outputs.

13.1 Licensor's warranties. The Licensor warrants that it provides the Service with the required professional diligence, that it holds all the rights in the Platform and in the AI Systems necessary to grant the licence, and that it complies with applicable personal data protection law.

13.2 Exclusion of further warranties. Except as set out above and without prejudice to any SLAs specified in Annex A within the limits of art. 12, the Platform is provided “as is” and “as available”. To the maximum extent permitted by law, the Licensor gives no further warranties, express or implied, including, by way of example, warranties of fitness for a particular purpose, profitability, accuracy of AI outputs, uninterrupted continuity of the Service or absence of errors.

13.3 Customer's warranties. The Customer warrants that it has the necessary powers, that it operates in compliance with applicable rules (financial markets, anti-money laundering, international sanctions, data protection) and that it does not use the Platform in breach of third-party rights.

14.1 General principle. The Licensor is in no case liable for the investment decisions of the Customer or of its end clients, for financial losses, lost profits, market volatility, insolvency of issuers, intermediaries or counterparties, or in general for any damage resulting from the Customer's use of the outputs of the Service.

14.2 Liability cap. Without prejudice to cases of wilful misconduct and gross negligence, which cannot be limited under art. 1229 of the Italian Civil Code, the Licensor's total liability on any ground (contractual, non-contractual, pre-contractual) is limited, for each calendar year, to the net fee actually paid by the Customer in the twelve (12) months preceding the harmful event for the Module or Modules from which the damage arises.

14.3 Exclusions. Except in cases of wilful misconduct and gross negligence, the Licensor is not liable for: (i) indirect and consequential damages; (ii) loss of profit, opportunity, clientele, goodwill or reputation; (iii) loss of data not caused by a breach of security measures attributable to it; (iv) damages from investment decisions, lost profits, financial losses or market fluctuations; (v) malfunctions attributable to infrastructure, networks or services of third parties not controlled by the Licensor; (vi) force majeure, fortuitous events or events not attributable to it.

14.4 Duty to mitigate. Under art. 1227(2) of the Italian Civil Code, the Customer must exercise ordinary diligence to avoid or reduce damage.

14.5 Time bar. Unless otherwise provided by a mandatory rule, any action by the Customer against the Licensor for facts connected with this Contract must be brought, on pain of forfeiture, within six (6) months of the time when the Customer became or should have become aware of the harmful event.

The Customer shall indemnify and hold harmless the Licensor, its directors, employees and collaborators from any claim, action, cost, expense (including reasonable legal fees), penalty or third-party damage arising from: (i) use of the Service in breach of this Contract; (ii) breach of law or of third-party rights; (iii) content, data and configurations entered by the Customer; (iv) activities of the Customer's end clients to whom it has resold, integrated or made available the content and/or features of the Service (where permitted by a specific agreement). The indemnity does not apply in the case of wilful misconduct or gross negligence of the Licensor.

Neither party is liable for failure or delay in performance due to force majeure or fortuitous events (natural disasters, acts of war or terrorism, riots, epidemics, pandemics, large-scale blackouts, cyber attacks of extraordinary scale, orders of the Authorities, strikes not involving its own staff). The party concerned promptly informs the other. If the cause lasts more than sixty (60) days, either party may withdraw without charge.

17.1 Controllership. Wavenure S.r.l. is the controller of the Customer's Personal Data when it acts for its own purposes (contract management, invoicing, security, direct marketing, improvement of the Service). The privacy notice is available at https://wavenure.com/privacy.

17.2 Processing on behalf of the Customer. When the Customer uses the Platform to process Personal Data of its own clients, employees or third parties, the Licensor acts as processor under art. 28 GDPR. The terms are governed by the DPA Annex, which forms an integral part of this Contract for all purposes.

17.3 Data location. Processing takes place on cloud systems and infrastructure in the territory of the European Union. The Licensor does not transfer data outside the EEA, except where standard contractual clauses under art. 46 GDPR are used for limited ancillary functions, duly documented in the privacy notice.

17.4 Data subject rights. Data subjects may exercise the rights under arts. 15-22 GDPR at any time by writing to [email protected] or, if appointed, to the DPO at [email protected], without prejudice to the right to lodge a complaint with the Garante (Italian Data Protection Authority).

17.5 Automated decisions. The Licensor does not carry out processing under art. 22 GDPR. Scoring and algorithmic signalling features do not constitute decisions based solely on automated processing producing legal effects on the data subject.

17.6 Cookies and trackers. Their use is governed by the cookie policy available at https://wavenure.com/legal/cookies, in accordance with the Garante's decision of 10 June 2021.

The parties undertake to keep confidential all information acquired in performing the Contract that is designated as confidential by the disclosing party or reasonably identifiable as such (in particular: technical know-how, AI models, parameters, commercial data, confidential price lists, personal data). The obligation continues for five (5) years after termination. Information that is in the public domain, already lawfully held by the receiving party, independently developed, or whose disclosure is required by law or by an order of the Authorities is excluded.

The Customer may not assign the Contract or the rights and obligations arising from it without the Licensor's prior written consent. The Licensor may assign the Contract to companies of its group or in the context of extraordinary transactions (merger, demerger, transfer of a business unit), notifying the Customer.

The Licensor may use sub-suppliers and cloud providers to provide the Service, remaining liable to the Customer for their conduct. The up-to-date list of the main sub-suppliers is set out in the “DPA Annex – Data Processing Agreement” and may also be made available on request.

All communications are made in writing, by email to the address indicated by the parties at signature or, where required, by certified email (PEC). The Customer keeps its contact details up to date in the reserved area. Communications are deemed received upon delivery to the recipient's systems, unless proof of malfunction is given. Licensor's address for formal communications: Wavenure S.r.l., Via Dogana 3, 20123 Milano (MI), PEC [email protected].

21.1 Governing law. This Contract is governed exclusively by Italian law, excluding its conflict-of-laws rules and the 1980 Vienna Convention on the International Sale of Goods.

21.2 Place of jurisdiction. The Court of Milan has exclusive jurisdiction over any dispute arising from or connected with this Contract, to the exclusion of any other alternative or concurrent forum.

21.3 Mediation. For disputes subject to mandatory mediation under Legislative Decree 28/2010, the parties, before bringing proceedings before the ordinary courts, shall first attempt mediation before a body registered with the Ministry of Justice and based in Milan.

22.1 Integral documents. The following form an integral part of the Contract: (a) Annex A – Specific Conditions, in the activated version and in subsequent updates; (b) the DPA Annex; (c) the Privacy Notice and the Cookie Policy; (d) any further annexes indicated in Annex A or in the DPA Annex.

22.2 Precedence. In the event of conflict between these General Terms and Conditions and the Annexes, these General Terms and Conditions prevail, unless the Annex contains derogations expressly identified as such and referring to the individual Module. In the event of conflict between these General Terms and Conditions and the DPA Annex, limited to the processing of data on behalf of the Customer, the DPA Annex prevails.

22.3 Language. The language of the Contract is Italian. In the case of translation, the Italian version prevails in the event of discrepancy.

22.4 Tolerance. Any tolerance by one party of the other's conduct does not constitute a waiver of its rights or an amendment to the Contract.

22.5 Partial invalidity. The invalidity or ineffectiveness of one or more clauses does not entail the invalidity of the entire Contract, unless the clause is essential under art. 1419 of the Italian Civil Code. The parties renegotiate the affected clause in good faith to replace it with another that achieves its original economic purpose within the permitted limits.

22.6 Assignment of receivables and factoring. The Licensor may assign receivables arising from the Contract to third parties, including without recourse, notifying the Customer.

22.7 Entire agreement. This Contract, together with Annex A and the DPA Annex, constitutes the entire agreement between the parties on its subject matter and supersedes any prior understanding, written or oral, between the parties on that subject.