Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the BraianOS platform and related services (the "Service") provided by Bajara S.r.l., with registered office at Via Sandro Pertini 25, 42017 Novellara (RE), Italy, VAT number 03013870351 (hereinafter "Bajara", "we", "us").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. Description of Service

BraianOS is an AI-powered enterprise knowledge platform that enables organizations to query their documents, databases, and data sources using natural language. The Service includes:

• A dedicated instance of the BraianOS platform for each client.
• Document upload, indexing, and AI-powered search capabilities.
• Database connectivity and natural language querying.
• Customizable dashboards and analytics.
• Role-based access controls and security features.

The specific features, capacity, and service level available to you are determined by your subscription plan, as agreed upon in your service agreement or order form.

3. Account Registration and Security

To use the Service, you must register and create an account. You agree to:

• Provide accurate and complete registration information.
• Maintain the security of your account credentials.
• Promptly notify us of any unauthorized use of your account.
• Be responsible for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe to be compromised.

4. Subscription and Payment

4.1 Pricing

The Service is provided on a subscription basis. Pricing consists of an initial setup fee and a recurring monthly fee. Specific pricing is detailed in your individual service agreement or order form.

4.2 Payment Terms

Invoices are issued in accordance with the terms of your service agreement. Payment is due within the timeframe specified in the invoice. Late payments may be subject to interest at the rate permitted by Italian law (D.Lgs. 231/2002 on late payments in commercial transactions).

4.3 Renewal

Subscriptions renew automatically at the end of each subscription period unless either party provides written notice of non-renewal at least 30 days prior to the end of the current period.

5. Acceptable Use

You agree to use the Service only for lawful business purposes. You shall not:

• Use the Service in violation of any applicable law or regulation.
• Upload, transmit, or store content that infringes on third-party intellectual property rights.
• Attempt to gain unauthorized access to any part of the Service or its infrastructure.
• Use the Service to process or store data classified as special categories under Art. 9 GDPR, unless expressly agreed in writing.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to develop a competing product or service.
• Share, sell, sublicense, or transfer your access to the Service to third parties without our prior written consent.

6. Your Data

6.1 Ownership

You retain all rights, title, and interest in your data. We claim no ownership over the content you upload to or process through the Service.

6.2 Data Processing

We process your data solely for the purpose of providing the Service. Our data processing practices are governed by our Privacy Policy and, for enterprise clients, a separate Data Processing Agreement (DPA) executed between the parties.

6.3 Data Location

All data is stored on servers located in Italy or within the European Economic Area (EEA), unless otherwise agreed in your service agreement. Each client receives a dedicated instance — your data is never co-mingled with that of other clients.

6.4 Data Portability and Deletion

Upon termination of the Service, you may request export of your data in a standard format within 30 days. After this period, all your data will be securely deleted from our systems, unless retention is required by applicable law.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including all software, algorithms, designs, documentation, and associated intellectual property, is owned by Bajara S.r.l. and is protected by Italian and international copyright, trademark, and other intellectual property laws. No rights are granted to you except as expressly stated in these Terms.

7.2 License to Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription period for your internal business purposes.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them freely without any obligation to you.

8. Service Level and Availability

We commit to providing the Service with reasonable availability and performance. Specific service level commitments, including uptime guarantees and support response times, are detailed in your service agreement.

We reserve the right to perform scheduled maintenance with reasonable advance notice. We will use commercially reasonable efforts to minimize any disruption during maintenance windows.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Indirect damages: Bajara shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill.
• Aggregate liability cap: Bajara's total aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim.
• Exceptions: Nothing in these Terms shall limit liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under Italian law.

10. Indemnification

You agree to indemnify and hold Bajara harmless from any claims, losses, or damages arising from:

• Your use of the Service in violation of these Terms.
• Content you upload or process through the Service that infringes third-party rights.
• Your violation of applicable laws or regulations.

11. Termination

11.1 Termination by You

You may terminate your subscription by providing written notice at least 30 days before the end of the current billing period.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You breach these Terms and fail to remedy the breach within 15 days of written notice.
• You fail to make payment within 30 days of the invoice due date.
• You become insolvent or subject to bankruptcy proceedings.

11.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. You may request data export within 30 days as described in Section 6.4. Sections that by their nature should survive termination (including Intellectual Property, Limitation of Liability, Governing Law) shall survive.

12. Modifications to These Terms

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes via email or through the Service. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the changes, you may terminate your subscription.

13. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Italy, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Courts of Reggio Emilia, Italy, unless mandatory consumer protection rules require otherwise.

14. General Provisions

• Entire agreement: These Terms, together with your service agreement and DPA, constitute the entire agreement between the parties and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No failure or delay in exercising any right shall constitute a waiver of such right.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or government actions.