Version: 1.0

Effective date: 21 October 2026

Published at: https://pf-gateway.wavenure.com/terms

These terms of service (the «Terms») govern the use of Portfolio Gateway.

Important notice. Portfolio Gateway is a portfolio analysis and information tool. It does not provide investment advice or personalised recommendations: Wavenure is not authorised by Consob, the Italian financial markets authority, to provide investment services or activities. Every investment decision remains yours (section 10). Analysis reports and Polaris chat answers are produced with artificial intelligence and may contain errors (sections 10 and 11).

The Portfolio Gateway service is provided by WAVENURE S.R.L., registered office at Via Dogana 3, 20123 Milano (MI), Italy, tax code and VAT number IT09355870966, registered with the Milano Monza Brianza Lodi Companies Register, REA no. MI-2085293, share capital € 10,000.00 fully paid up, certified email (PEC) [email protected] («Wavenure», «we» or «us»).

Contacts:

• support, reports on how the Service works, complaints, subscriptions, payments, invoices and withdrawal: [email protected];
• personal data (exercising your GDPR rights, account closure and data deletion, data processing agreement for Business Users): [email protected];
• formal communications: PEC [email protected].

• Service: Portfolio Gateway, available at https://pf-gateway.wavenure.com and, after the migration described in section 14, within Cognitive Pro. It includes uploading portfolios through files or the API, computing metrics and charts, generating PDF reports with the help of artificial intelligence, the Polaris chat and the API documentation.
• User: the individual or legal entity that creates an account.
• Consumer: a User who is an individual acting for purposes outside their trade, business, craft or profession (art. 3 of the Italian Consumer Code, Legislative Decree 206/2005).
• Business User: a User who is not a Consumer, for example an adviser, a wealth manager, a company or a self-employed professional using the Service for their business.
• Free Plan and Pro Plan: the plans described in section 4.
• Upload and Analysis: the operations defined in section 5.
• AI Features: the Analysis reports and the Polaris chat, which use artificial intelligence models provided by third parties.
• AI Content: the text and other output produced by the AI Features, including Analysis reports and Polaris chat answers.
• Credentials: the account email address and password, the API key and any other element used to access the Service.
• Usage Period: for the Pro Plan, the month starting on the subscription's renewal day and ending the day before the same day of the following month. It also applies to the annual subscription, which contains twelve Usage Periods.
• Privacy Notice: the Portfolio Gateway notice on the processing of personal data, published at https://pf-gateway.wavenure.com/privacy.
• Wavenure DPA: the data processing agreement under art. 28 of Regulation (EU) 2016/679 («GDPR») referred to in section 11.3, which for Portfolio Gateway applies to Business Users only. It is available on request at [email protected] and is published at https://wavenure.com/legal/dpa.
• Wavenure Legal Documents: the section of the wavenure.com website, at https://wavenure.com/legal, that collects, among other things, these Terms, the Wavenure DPA, the list of sub-processors, the privacy notices and the cookie policy.

3.1 To use the Service you must create an account and accept these Terms by ticking the relevant box. The Privacy Notice (https://pf-gateway.wavenure.com/privacy) explains how we process personal data. The Service does not set or read cookies; your browser may send it cookies set by the wavenure.com website, which the Service does not use and which are governed by the website's cookie policy. The information the Service stores in your browser is described in the Privacy Notice.

3.2 If you accept on behalf of a company or other entity, you confirm that you have the authority to bind it.

3.3 You provide accurate, complete and up-to-date information, keep your Credentials confidential and are responsible for the use made of your account. Each account is personal and may not be used by more than one person. You notify Wavenure immediately, at [email protected], of any unauthorised access to, or loss or theft of, your Credentials; in that case Wavenure may block the Credentials concerned or require them to be regenerated.

3.4 The Service is available only to adults.

3.5 User status. The protections granted to Consumers depend on the purpose for which the User actually acts. At registration you state in good faith whether you use the Service as a Consumer, for personal purposes, or as a Business User, for your professional or business activity. A Business User approves at that time, with a separate box, the clauses listed in section 18. You confirm your status in the billing profile and in the declarations requested at purchase, and you update that statement if it changes; if at purchase you provide a business billing profile, you are treated as a Business User and approve section 18 if you have not already done so. If you declare yourself a Business User by providing a VAT number, you are responsible for the accuracy of that declaration.

3.6 Conclusion of the contract and confirmation. The contract for the Free Plan is concluded when you complete registration by accepting these Terms. The contract for the Pro Plan is concluded when payment for the first period succeeds. Wavenure sends a subscription confirmation to the account email address, stating the version of the Terms accepted with a link to the text, and keeps electronic evidence of the acceptance.

3.7 Communications. Wavenure communicates with you by email at the account address and, where useful, through notices within the Service. You keep your email address up to date. Your communications to Wavenure are sent to the addresses listed in section 1; formal communications from Business Users may also be sent by PEC. In relations with Business Users, email communications are deemed received when delivered to the recipient's mail server, unless it is proven that the system failed.

3.8 Attribution (Business Users only). Activities carried out with a Business User's Credentials are presumed to have been carried out by that Business User, unless it proves that the access occurred through no fault of its own, for example unauthorised access not due to its negligence or that of anyone acting on its behalf.

3.9 Security. Wavenure adopts technical and organisational measures appropriate to the risk to protect the Service and the data (art. 32 GDPR), described in the Privacy Notice and, for Business Users, in the Wavenure DPA. You contribute to security by safeguarding your Credentials as provided in section 3.3.

4.1 Free Plan. Free of charge, with no expiry. It includes a total of 2 Uploads and 2 Analyses, plus use of the Polaris chat within the reasonable use limit set for the Free Plan (section 4.3). These amounts do not renew: once used up, the Pro Plan is required to continue.

4.2 Pro Plan. Monthly or annual subscription. For each Usage Period it includes 5 Uploads and 5 Analyses, plus use of the Polaris chat within the reasonable use limit (section 4.3). Unused amounts do not carry over to the next Usage Period.

4.3 Reasonable use of the chat. The Polaris chat is included in each plan within a reasonable use limit, proportionate to normal use of the Service by one person for the purposes of their plan. Automated or bulk use, and use that impairs the operation of the Service for other Users, is not reasonable use. Each individual request is also subject to a technical size limit: if it is reached, the answer stops. When use reaches the limit, Wavenure notifies you within the Service and the chat is no longer available:

• on the Free Plan, the limit applies for the whole life of the plan and does not reset, like the other free allowances (section 4.1): to keep using the chat you need the Pro Plan;
• on the Pro Plan, the chat becomes available again at the start of the next Usage Period, that is from the renewal day.

Reaching the limit does not give rise to any charge.

4.4 Prices. Prices are shown on the plans page and include VAT. List price: €14.90 per month or €149 per year. Launch price, available to those who subscribe while it is offered: €9.90 per month or €89 per year.

4.5 Guaranteed launch price. If you subscribe at the launch price, you keep it at every renewal for as long as your subscription remains active, including after the launch period ends and after the migration to Cognitive Pro. The same applies when switching between monthly and annual billing. The guaranteed launch price is lost only when the subscription ends, following cancellation (section 7.1) or termination for failed payment (section 6.3). While Stripe is retrying the charge the subscription has not ended: if you update your payment method and the payment succeeds, you keep the launch price. If you subscribe again while the launch price is still offered, you obtain it again, with the same guarantee; if you subscribe again after the launch period has ended, you pay the list price in force at that time.

4.6 Who can purchase. The Free Plan is available to all Users. The Pro Plan is purchased online from the account settings and, at this stage, can be purchased only:

• by Consumers resident in a European Union Member State or in Norway;
• by Business Users holding an Italian VAT number and by Business Users established in the United Kingdom, Switzerland or Norway;
• by Business Users holding a VAT number of another European Union Member State. Until online purchase with VAT reverse charge is activated, which Wavenure announces with a notice in the Service, these Business Users purchase the Pro Plan by writing to [email protected]: Wavenure checks the VAT number in the VIES system, sends a payment link at the price net of VAT and issues the invoice under the reverse charge mechanism (section 6.4). If the VAT number is not valid, the Pro Plan can be purchased online at the VAT-inclusive price.

Other Users can keep using the Free Plan. Wavenure will announce the extension of purchase to other countries by updating this section.

4.7 Changes to the list price. Wavenure may change the list price for new subscriptions. For ongoing subscriptions at the list price, an increase applies only from the first renewal falling at least 30 days after notice by email; if you do not accept it, you can cancel at no cost before that renewal. The increase does not apply to those who benefit from the guaranteed launch price (section 4.5).

5.1 Upload. One Upload is counted for each portfolio into which an import writes at least one row of data (holdings or trades). Imports into the same portfolio within 24 hours of the first one count as a single Upload. Imports of portfolio master data only, and imports that write no rows, are not counted.

5.2 An import that would exceed the remaining allowance is rejected in full, without writing any data.

5.3 Analysis. The generation of a portfolio report. It is counted only if the report is produced; a failed generation is not counted.

5.4 Deleting a portfolio or a report does not restore the allowance already used.

5.5 Once an allowance is used up, the related feature stays blocked until the next Usage Period starts (Pro Plan) or until you move to the Pro Plan (Free Plan). No overage charges apply.

5.6 The counts recorded by Wavenure are authoritative unless proven otherwise. You may dispute them by writing to [email protected] within 30 days.

5.7 If you move from the Free Plan to the Pro Plan, you start with the full Pro Plan allowances, even if you have already used the free ones.

6.1 Payments are processed by Stripe. Wavenure does not store full card details.

6.2 Automatic renewal. The subscription renews automatically at the end of each paid period (month or year), at the same price except as provided in section 4.7, until you cancel it (section 7.1). You authorise us to charge the payment method on file. For annual subscriptions, Stripe sends an email reminder 7 days before each renewal.

6.3 Failed payment. If a charge fails, Stripe retries it several times over about one week and notifies you by email, with a link to update your card. If the payment is still unsuccessful after the last retry, the subscription is terminated and the account returns to the Free Plan, with any free allowances already used.

6.4 Tax documents. For every payment you receive from Stripe a payment receipt and a payment summary titled "Invoice": neither document is a tax invoice. Business Users holding an Italian VAT number who need an electronic invoice complete the billing profile before paying, providing company name, VAT number, tax code if different, SDI recipient code or PEC; Wavenure issues the electronic invoice through the Italian Exchange System (SDI) within the legal deadlines. For Business Users with a VAT number of another European Union Member State who purchase under section 4.6, Wavenure issues the invoice under the reverse charge mechanism pursuant to art. 7-ter of Italian Presidential Decree 633/1972. You are responsible for the accuracy of the billing details you provide and update them in the profile when they change.

6.5 Plan changes. Where available in the account settings:

• switching from monthly to annual takes effect immediately. You pay the difference, net of a credit for the unused days of the month already paid;
• switching from annual to monthly takes effect at the end of the annual period already paid, with no refund. Until then you can cancel the switch.

7.1 You can cancel your subscription at any time from the account settings. Cancellation takes effect at the end of the period already paid: until then you keep access to the Pro Plan, and no further charges apply.

7.2 At expiry the account returns to the Free Plan, with any free allowances already used.

7.3 Except for the right of withdrawal (section 8), the refunds provided for in these Terms (sections 7.5, 13.4, 13.9, 14.3, 15.2 and 15.5) and the cases provided for by law, amounts paid are not refundable, in whole or in part, for the current period.

7.4 Closing your account. You can ask at any time for your account to be closed and your data deleted by writing to [email protected] from the account email address. If the Pro Plan subscription is active at that time, the request also counts as cancellation and section 7.3 applies, without prejudice to the Consumer's right of withdrawal (section 8). Before requesting closure, download any reports you wish to keep. Deletion times are set out in section 11.5.

7.5 Discontinuation of the Service. Wavenure may stop providing the Service, in whole or for one of the plans, with at least 30 days' notice by email. In that case it refunds the portion of the price paid corresponding to the unused period. The migration to Cognitive Pro described in section 14 is not a discontinuation of the Service.

8.1 Consumers may withdraw from the subscription contract within 14 days of its conclusion, without giving any reason, by sending an explicit statement to [email protected] or by using the form at the end of these Terms.

8.2 At purchase, the Consumer expressly requests that the Pro Plan start immediately, during the withdrawal period. If the Consumer then withdraws, Wavenure refunds the amount paid, less the portion proportionate to the service provided until the withdrawal was communicated. The refund is made within 14 days, using the same payment method as the purchase.

8.3 The proportionate portion referred to in section 8.2 is calculated on the total price paid for the current period, in proportion to the days elapsed from the start of the subscription to the day on which the Consumer communicates the withdrawal.

8.4 Business Users have no right of withdrawal.

You use the Service only for the analysis and information purposes described in these Terms and agree not to:

• breach any law or regulation, including financial markets regulation (in particular Regulation (EU) 596/2014 on market abuse), anti-money laundering rules and international sanctions;
• upload data you are not entitled to use or process, or special categories of personal data (art. 9 GDPR) or data relating to criminal convictions and offences (art. 10 GDPR);
• share your account or Credentials with third parties;
• circumvent allowances, the reasonable use limit of the chat or access controls, including by creating multiple accounts;
• overload the Service, exceed the technical limits of the API, including limits on request frequency and the maximum file size of 32 MB, use the API in a way that does not comply with the documentation published at https://pf-gateway.wavenure.com/docs, or access the Service with scrapers, bots, crawlers, scripts or other automated tools other than the documented API, including to extract data systematically;
• decompile, disassemble or otherwise attempt to derive the source code of the Service, except to the extent mandatorily permitted by law (art. 64-quater of Italian Law 633/1941);
• attempt to access other Users' accounts or data, or test the vulnerability of the Service without Wavenure's written authorisation;
• use the Service or AI Content to train artificial intelligence models or to develop a competing product or service;
• use the AI Features to produce misleading or defamatory content, or content intended to manipulate markets;
• remove or alter, in reports and other AI Content, indications of origin, warnings, trademarks or legal notices;
• resell, sublicense or make available to third parties access to the Service or AI Content, except for the sharing of reports with their own clients permitted to Business Users by section 12.2;
• integrate the Service or the API into services offered to the public that may amount to investment advice, portfolio management, personalised recommendations or public offering of financial products, unless Wavenure consents in writing and the Business User is an authorised entity acting under its own responsibility and within the limits of its authorisations.

Breach of this section may lead to suspension or revocation of API keys and to suspension or closure of the account (section 13.4).

10.1 The Service is an analysis and information tool. Wavenure is not authorised by Consob, under articles 18 et seq. of Italian Legislative Decree 58/1998 (TUF), to provide investment services and activities and does not provide them. In particular, the Service does not constitute: (a) investment advice or a personalised recommendation within the meaning of the TUF and Directive 2014/65/EU (MiFID II); (b) portfolio management; (c) reception, transmission or execution of orders; (d) placement, distribution or promotion of financial instruments or products, including insurance-based investment products (Directive (EU) 2016/97, IDD); (e) public offering of financial products; (f) the activity of a financial adviser or credit intermediary. Nor does the Service provide tax or legal advice.

10.2 The content of the Service is general in nature: it does not take into account the financial situation, objectives, risk tolerance or experience of the User or of the User's clients. Metrics, reports and chat answers are based on the data uploaded by the User and on third-party market data, and may contain errors, delays or omissions. Unless otherwise stated, position values refer to the date of the uploaded data.

10.3 AI Features generate text probabilistically: AI Content may be inaccurate, incomplete or out of date and may contain unfounded statements. You check the content before relying on it. The Polaris chat is not programmed to give personalised buy or sell recommendations: any answer that may appear to be one must be disregarded and reported to [email protected].

10.4 Investment decisions remain yours, and you take them independently, with the help of authorised professionals where appropriate. Wavenure takes no part in those decisions and does not enter into any advisory, management or fiduciary relationship with you. Business Users who use the Service for their own clients remain solely responsible towards them and, if they share reports or other AI Content with them, accompany it with the warnings in this section.

10.5 Risks and past performance. Investing in financial instruments involves risks, including the total or partial loss of capital. Returns, indicators, simulations and other historical data shown by the Service are for information only: past performance is not indicative of future results.

10.6 Suitability. The Service does not assess the suitability or appropriateness of instruments or portfolios for the profile of the User or the User's clients and does not carry out the profiling required by investment services regulation (arts. 39 and 40 of the Consob Intermediaries Regulation). Where required, that assessment rests with the Business User or with authorised intermediaries.

10.7 Uploaded data. Metrics, charts and reports depend on the data uploaded by the User, who is responsible for its accuracy, completeness and lawful availability. Wavenure does not check or validate uploaded data, does not access the systems of the User's banks or other intermediaries, and does not hold or administer the portfolios represented.

10.8 Reports are not statements. Analysis reports are generated with the AI Features and indicate that they are produced with artificial intelligence (section 11.6). They are not official statements, suitability assessments or contractual documents: the reporting owed by a Business User to its clients remains the responsibility of the Business User and its intermediaries. A Business User who passes reports on to its clients does so under its own responsibility and within the limits of its authorisations.

11.1 You retain ownership of the data you upload and of the reports you generate. You grant Wavenure, for the term of the contract and free of charge, the non-exclusive right to store, process and display them solely to provide the Service.

11.2 To generate reports and chat answers, the necessary data, that is the portfolio data and the text of the questions, without the email address, name or other account identifiers, is processed with artificial intelligence models provided through Amazon Bedrock, a service of Amazon Web Services, in the European Union, as described in the Privacy Notice. Under the terms of that service, the provider does not use this data to train models and does not retain it after producing the answer. Wavenure does not use the data you upload to train artificial intelligence models; conversations with the Polaris chat are governed by section 11.9.

11.3 Processing on behalf of the User and the Wavenure DPA apply to Business Users only. A Business User who uploads personal data of third parties, for example its clients, warrants that it may lawfully do so, that it has given them the required information and that it has a legal basis. For that data the Business User is the controller and Wavenure acts as processor on its behalf under art. 28 GDPR, in accordance with the Wavenure DPA, published at https://wavenure.com/legal/dpa and available on request at [email protected]. A Consumer who uploads data of other people, for example family members, does so for purely personal or household purposes and warrants that they may do so; that data is covered by the Privacy Notice.

11.4 Wavenure does not sell User data and treats it as confidential: only authorised staff bound by confidentiality have access to it, to the extent necessary to provide the Service, give support or keep it secure.

11.5 Retention after closure. Wavenure deletes account data, portfolios, reports and other User content within 30 days of the request to close the account (section 7.4). Payment and billing data is kept for 10 years, as required by Italian civil and tax law (art. 2220 of the Civil Code). Data in backup copies is deleted through the automatic rotation of the copies, within the following 7 days. Retention periods for other data are set out in the Privacy Notice.

11.6 Transparency. When you use the Polaris chat, you are interacting with an artificial intelligence system and not with a person; the chat says so at the start of the conversation. Analysis reports, on every page, and the chat state that the content is generated by artificial intelligence and may contain errors, in accordance with art. 50 of Regulation (EU) 2024/1689 (AI Act).

11.7 Oversight and limits of the AI Features. Wavenure oversees the operation of the AI Features at system level: it reviews the models and instructions used, checks their answers before introducing changes and handles reports from Users. This oversight does not involve checking individual reports or answers before they are delivered to the User. The models are based on historical data and may fail to capture new events or sudden changes in market conditions. The Service does not take decisions based solely on automated processing that produce legal effects concerning the User or similarly significantly affect them (art. 22 GDPR).

11.8 Artificial intelligence providers and models. Wavenure may change the provider or version of the artificial intelligence models used by the AI Features, for example to improve their quality, security or availability. A change may affect the style and content of the text produced. For Business Users the Wavenure DPA rules on sub-processors apply; if the change reduces the features of the plan to a more than minor extent, section 15.5 applies.

11.9 Conversations with the Polaris chat. Questions put to the Polaris chat and the related answers are processed only to provide the answer to the User and, within the limits set out in the Privacy Notice, for the security of the Service and the prevention of abuse. Conversations are kept in the account, so that you can reopen them, until you delete them or request closure of the account (section 11.5). Wavenure does not use the conversations, not even in aggregated or anonymised form, to improve the Service or to train artificial intelligence models. Any different use may be introduced only by amending these Terms under section 15 and the Privacy Notice.

12.1 The Service, its software, code, algorithms, interfaces, databases, documentation, the layout and design of reports and the trademarks belong to Wavenure or its licensors and are protected by the rules on copyright, trademarks, trade secrets and databases (arts. 102-bis et seq. of Italian Law 633/1941).

12.2 Wavenure grants you a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Service for as long as your account is active and within the limits of your plan: for personal use if you are a Consumer, for your own business if you are a Business User. Business Users may share reports with their clients, in compliance with sections 9 and 10.

12.3 AI Content. You may use the AI Content generated for you in accordance with section 12.2. AI Content may not be protected by copyright and may be identical or similar to content generated for other Users: Wavenure does not guarantee its originality or uniqueness.

12.4 Trademarks. You acquire no rights in Wavenure's trademarks or other distinctive signs, including the names of its services. You may share reports bearing the signs that appear in them, but you may not use those signs in your own commercial communications or presentations without Wavenure's written authorisation.

12.5 Feedback. If you send Wavenure suggestions or comments about the Service, Wavenure may use them freely to improve the Service, with no obligation towards you. This does not apply to your data and portfolios, which remain governed by section 11.

13.1 Wavenure provides the Service with the required professional diligence and strives to keep it available, but does not guarantee that it will run uninterrupted or error-free and makes no quantitative availability commitments. Maintenance may suspend the Service temporarily: planned maintenance is announced in advance where possible; urgent maintenance, for technical or security reasons, may take place without notice.

13.2 Limits of liability towards Business Users. To the extent permitted by law and subject to section 13.3, towards Business Users:

• (a) Wavenure's total liability, on any ground, is limited to the greater of the amount the Business User paid for the Service in the 12 months preceding the event giving rise to it and €100;
• (b) Wavenure is not liable for indirect damages, loss of profit, loss of opportunity, clientele, goodwill or reputation;
• (c) Wavenure is not liable for losses arising from investment decisions of the Business User or its clients, market performance or the insolvency of issuers, intermediaries or counterparties;
• (d) Wavenure is not liable for loss of data not caused by a breach of security measures attributable to it, nor for malfunctions of third-party networks, infrastructure or services it does not control.

13.3 Nothing in these Terms limits Wavenure's liability for wilful misconduct or gross negligence, or for breach of obligations arising from public policy rules (art. 1229 of the Italian Civil Code), nor the rights granted by law to Consumers. The limitations and exclusions in sections 13.2, 13.6, 13.7 and 13.8 do not apply to Consumers, towards whom Wavenure is liable in accordance with the law, including the legal guarantee of conformity for digital services (arts. 135-octies et seq. of the Italian Consumer Code). Consumers report lack of conformity to [email protected].

13.4 Suspension and account closure. Wavenure may suspend, in whole or in part, a User's account or API keys, after notice, if: (a) the User fails to pay amounts due (section 6.3); (b) the User breaches section 9; (c) the User's activity puts at risk the security or integrity of the Service or of other Users; (d) there is a well-founded suspicion of fraud, money laundering or other breach of law; (e) a competent authority so orders. In urgent cases notice may follow the suspension. The suspension lasts as long as its cause persists. Wavenure may close the account of a User who seriously breaches these Terms, fails to pay amounts due, or uses the Service unlawfully or in a way that harms Wavenure or third parties; where the breach allows it, we notify the User first and give them a chance to remedy it. Towards Business Users, Wavenure may also terminate the contract under art. 1456 of the Italian Civil Code, by simple notice by email, in case of breach of sections 3.3 (Credentials), 6 (payments) or 9 (acceptable use). If Wavenure closes an account without any breach by the User, it refunds the portion of the price paid and not used.

13.5 Support. Support is provided by email at [email protected], without binding response times. It does not include advice on the financial use of the Service's results.

13.6 Exclusion of further warranties (Business Users only). Towards Business Users, except as provided in sections 13.1 and 13.3, the Service is provided «as is» and «as available»: Wavenure gives no further warranties, express or implied, in particular of fitness for a particular purpose, profitability, accuracy, completeness or timeliness of AI Content, or uninterrupted or error-free operation.

13.7 Indemnity (Business Users only). The Business User indemnifies Wavenure, its directors, employees and contractors against any third-party claim, including claims by its own clients and by data subjects whose data it has uploaded, and against the related costs, penalties and damages, including reasonable legal fees, arising from: (a) use of the Service in breach of these Terms or of the law; (b) uploading data without the right or legal basis to do so; (c) the use of reports and other AI Content in its dealings with its clients. The indemnity does not apply in case of wilful misconduct or gross negligence of Wavenure.

13.8 Time limit for claims (Business Users only). Save for mandatory rules, a Business User must bring any claim against Wavenure relating to these Terms, on pain of forfeiture, within 6 months of the day on which it became or should have become aware of the event giving rise to it.

13.9 Force majeure. Neither party is liable for non-performance or delay caused by events beyond its reasonable control, such as natural disasters, war, acts of terrorism, riots, epidemics, widespread power or network outages, cyber attacks of exceptional scale not due to shortcomings in its security measures, and orders of public authorities, provided that it promptly notifies the other party. If the impediment lasts more than 60 days, either party may withdraw at no cost, and the User is entitled to a refund of the portion of the price paid and not used. Towards Consumers, the statutory rules on supervening impossibility remain unaffected.

14.1 The Service will be integrated into Cognitive Pro (https://cognitive.wavenure.com). Your account, subscription, price and plan allowances will be kept, and the current address will redirect to the new one. We will announce the date at least 30 days in advance. If the migration requires changes to these Terms, section 15 applies.

14.2 Assignment of the contract. Wavenure may assign the contract to a company of its group or to whoever succeeds it in its business following a merger, demerger or transfer of business or of a business unit, notifying the User, provided that the assignment does not reduce the User's protections. The User may not assign the contract without Wavenure's written consent.

14.3 Suppliers. Wavenure may use suppliers, including cloud infrastructure and artificial intelligence model providers, and remains responsible towards the User for their performance. Suppliers that process personal data are listed in the Privacy Notice and, for Business Users, in the list of sub-processors of the Wavenure DPA, published at https://wavenure.com/legal/subprocessors. If a Business User cancels its subscription because it objects to a new sub-processor, under the rules of the Wavenure DPA, Wavenure refunds pro rata the portion of the price paid and not used.

15.1 We may change these Terms for justified reasons, such as changes in the law or orders of authorities, the technical evolution of the Service, security needs, a change of suppliers, or tax or operational needs.

15.2 Material changes are notified by email at least 30 days before they take effect, stating what changes. If you do not accept them, you can cancel at no cost before that date; if you have an annual subscription, you then receive a refund of the portion of the price paid and not used. Changes required by mandatory rules or by orders of authorities take effect from the date set by them and are notified as soon as possible. Purely formal changes, or changes that only benefit the User, take effect on publication.

15.3 A change cannot increase the launch price guaranteed by section 4.5.

15.4 Each version of these Terms is published with a number and date at the address given in section 17.1. After a material change, a new acceptance may be required at first access in order to continue using the Service.

15.5 Changes to the Service. Wavenure may update and modify the Service for the reasons listed in section 15.1, at no additional cost to the User. If a change negatively affects access to or use of the Service to a more than minor extent, Wavenure informs the User by email with reasonable notice. In that case Consumers may terminate the contract free of charge within 30 days of the notice or of the change, if later (art. 135-vicies semel of the Italian Consumer Code), and Business Users may cancel with immediate effect; in both cases the User receives a refund of the portion of the price paid and not used.

16.1 These Terms are governed by Italian law. Consumers habitually resident in another country keep the protection of the mandatory consumer protection rules of their country of residence (art. 6 of Regulation (EC) 593/2008).

16.2 Disputes with Consumers fall under the mandatory jurisdiction of the courts of the place where the Consumer resides or is domiciled, if in Italy (art. 66-bis of the Italian Consumer Code); if the Consumer resides in another EU Member State, Regulation (EU) 1215/2012 applies. Wavenure does not adhere to any alternative dispute resolution body; Consumers retain the right to use the procedures provided for in arts. 141 et seq. of the Italian Consumer Code.

16.3 Disputes with Business Users fall under the exclusive jurisdiction of the courts of Milan, Italy.

16.4 Mediation remains applicable where the law makes it a precondition for bringing proceedings (Italian Legislative Decree 28/2010).

17.1 These Terms are published in Italian and English at https://pf-gateway.wavenure.com/terms. In case of discrepancy, the Italian version prevails. They are also collected with the other Wavenure Legal Documents (https://wavenure.com/legal); pages of the wavenure.com website that refer to the Portfolio Gateway terms point to the text published at this address.

17.2 The contract consists of these Terms, the plan and price information shown at purchase and, for Business Users, the Wavenure DPA. The Privacy Notice describes the processing of personal data.

17.3 In case of conflict between these Terms and the Wavenure DPA on the processing of personal data on behalf of a Business User, the Wavenure DPA prevails.

17.4 A party's tolerance of conduct by the other party contrary to these Terms does not constitute a waiver of its rights.

17.5 If a clause is void or ineffective, the other clauses remain valid. In relations with Business Users, the parties replace the clause in good faith with another that achieves its purpose as far as possible, within the limits of the law; in relations with Consumers, art. 36 of the Italian Consumer Code applies.

Pursuant to arts. 1341 and 1342 of the Italian Civil Code, Business Users, by means of a box separate from the one used to accept these Terms, specifically approve the following sections:

• 3.8 (presumption that activities carried out with the Credentials are carried out by the Business User);
• 4.3 (chat usage limits and unavailability of the chat beyond reasonable use);
• 4.7 (changes to the list price);
• 5.6 (evidential value of counts and 30-day time limit to dispute them);
• 6.2 (automatic renewal of the subscription);
• 6.3 (termination of the subscription for failed payment);
• 7.3 (non-refundability of amounts paid);
• 7.5 (Wavenure's right to discontinue the Service);
• 9 (limits of use, prohibitions and restrictions on making the Service available to third parties);
• 10.4 and 10.8 (sole responsibility of the Business User towards its clients);
• 13.2 (limitation and exclusions of liability);
• 13.4 (suspension, account closure and express termination clause);
• 13.6 (exclusion of further warranties);
• 13.7 (indemnity);
• 13.8 (6-month time limit for claims);
• 13.9 (force majeure and withdrawal);
• 14.2 (assignment of the contract by Wavenure);
• 15 (unilateral changes to the Terms and to the Service);
• 16.3 (exclusive jurisdiction of the courts of Milan).

Complete and send to [email protected] only if you wish to withdraw from the contract.

To: WAVENURE S.R.L., Via Dogana 3, 20123 Milano (MI), Italy — [email protected]

I hereby give notice that I withdraw from my subscription contract for Portfolio Gateway.

Concluded on: ……………

Name: ……………

Account email: ……………

Date: ……………