Version October 6, 2025

General Conditions

Definitions

In these general contract conditions (the “General Conditions”), the following terms and expressions, when capitalized, shall have the meanings assigned to them in this paragraph. Singular terms also include plurals and vice versa.

Updates and Developments: refer to all updates, improvements, adaptations, developments, optimizations, and modifications made by HandyRent and/or third-party suppliers to the Software. These include, for example, the introduction of new features, performance improvements, bug fixes, and security updates. Updates or developments required by legislative or regulatory changes (Italian, European, or international) that, at HandyRent’s sole discretion, significantly impact operations, costs, or the technical structure of the Software are excluded.

Support: means the technical support service aimed at suggesting technical solutions upon the Customer’s request, where possible, ensuring proper use of Cloud Services.

Customer: means the company indicated in the Order.

Anti-Corruption Code of Conduct: indicates the anti-corruption code adopted by HANDY.

Ethical Code: means the ethical code adopted by HANDY.

Withdrawal Notice: has the meaning specified in paragraph 12.1(b).

Supplementary Conditions: means any independent contractual conditions regulating the provision by HANDY of certain specific Cloud Services that take precedence over the General Conditions.

Connectivity: means the connection to the Data Center made by the Customer via a telecommunications network or the Internet.

Contract: means these General Conditions, their annexes, the Supplementary Conditions, the Order, the technical and/or informational documentation possibly made available to the Customer, including on HANDY’s website, any subscription forms, and any online instructions for software use.

Fees: means the sums, indicated in the Order, that the Customer will pay to HANDY for the provision of Cloud Services.

Access Credentials: means the authentication system through which access and use of the Software for Cloud Services are possible, including identification codes, keys, and any tokens associated with each User.

Data Center: means the infrastructure hosting interconnected servers, owned by HANDY or third parties, where the Cloud Infrastructure resides.

GDPR: refers to the European General Data Protection Regulation 2016/679 of April 27, 2016.

HANDY: refers to HANDY S.R.L. (Tax ID and VAT number 01618880916) with headquarters at Via Einaudi 13c - 08015 - Macomer (NU).

Cloud Infrastructure: means the cloud system owned by HANDY or third parties hosting the Software.

Data Protection Legislation: indicates GDPR and any further norms/regulations enforcing or implementing GDPR, including any binding measures issued by relevant authorities (e.g., Garante for the protection of personal data).

License: has the meaning specified in paragraph 10.2.

MDPA: denotes the Main Data Processing Agreement and the DPA - Special Conditions document annexed to this Contract.

New Product: refers to the meaning provided in paragraph 12.1(b).

Order: means the electronic or paper form filled out and accepted (including online) by the Customer and/or the offer option or plan available on HANDY’s website and/or the Group companies’ website, containing specific terms and conditions applicable to the indicated Cloud Services. In case of discrepancies between the terms in the Order and the provisions of the General Conditions and/or the Supplementary Conditions, the Order shall prevail.

Parties: means, jointly, HANDY and the Customer.

Partner: means the subject(s) identified by HANDY that collaborate with it to provide Cloud Services and/or Support.

PEC: means certified electronic mail.

Obsolete Product: means the one defined in paragraph 12.1(a).

Intellectual Property:** means any intellectual and/or industrial property rights, registered or not, anywhere in the world, such as - but not limited to - trademarks, patents, utility models, designs, domain names, know-how, works protected by copyright, databases, and software (including, but not limited to, derivations, source code, object code, and interfaces).

SaaS: means software-as-a-service.

Cloud Services: means the services provided by HANDY to the Customer through access and use of the Software.

Artificial Intelligence Systems (or AI Systems): refers to the software and technologies developed by HANDY and/or group companies and/or third parties that, using advanced techniques, generate outputs such as content, forecasts, recommendations, including through instant electronic conversations, aimed at supporting or providing additional functionalities within Cloud Services.

Software: means the software products owned by HANDY or one of the Group’s companies or third parties, specifically identified in the Supplementary Conditions and the Order, hosted on the Cloud Infrastructure, possibly updated and/or modified following Updates and Developments.

HANDY: means HANDY S.R.L. (Tax ID and VAT number 01618880916), with registered office at Via Einaudi 13c - 08015 - Macomer (NU).

User: means each employee and/or collaborator of the Customer authorized by it to use the Access Credentials to access and use the Software to benefit from Cloud Services.

Secondary User: has the meaning specified in article 2.3 of the General Conditions.

1. Scope of Application of the General Conditions

1.1. These General Conditions apply to the use of the Software by the Customer and the provision by HANDY of the specific Cloud Services indicated in the Order, through the Customer's access to and use of each Software specified in the Order. Furthermore, these Conditions apply to all Updates and Developments unless governed by separate and autonomous Supplementary Conditions. They also apply to the use by Secondary Users of the Viewing License.

1.2. HANDY reserves the right to make available, at its sole discretion, one or more mobile apps (“App”) to allow the Customer to use certain functionalities of the Software via mobile devices owned or otherwise available to the Customer. The Customer understands and agrees that not all features of the Software may be accessible via Apps, and the catalog of such features may be modified by HANDY at its sole discretion at any time. The Customer acknowledges and agrees that the use of Apps is fully governed by the Terms and Conditions of the Contract, and that the license is non-exclusive, non-transferable, and temporary.

1.3. All Intellectual Property Rights related to the Apps remain the exclusive property of HANDY and/or its third-party rights holders, as indicated in the Order, the Supplementary Conditions, and/or the supporting technical/informational documentation.

1.4. Unless otherwise specified in the Order, the Apps will be provided through one or more app stores (such as Google Play Store, Apple App Store, Huawei Store), selected at HANDY’s sole discretion. HANDY will make reasonable efforts to ensure the Apps are available on selected stores. However, the Customer acknowledges that these stores are operated by third parties outside HANDY’s control, and the Apps may become unavailable for download or use at any time without notice, due to policies imposed by third-party operators or other reasons outside HANDY's control. The Customer waives any claims against HANDY concerning the inability to use, download, or update the Apps. HANDY disclaims responsibility for malfunctions caused by failure to meet minimum device requirements, which will be specified on the app stores.

1.5. The Contract is perfected upon HANDY’s email confirmation of the activation of Cloud Services, sent to the email address provided by the Customer at registration, following full acceptance of these General Conditions.

2. Cloud Services

2.1. Pursuant to the Contract, in exchange for the payment of the Fees, HANDY will provide the Customer with the Cloud Services indicated in the Order. The Customer will access and use the Cloud Services exclusively through SaaS mode of the Software, adhering to the terms of the Contract.

2.2. Upon purchase of Cloud Services, various license plans or options may be offered, including bundled offers and/or packages, which differ in Fees, duration, conditions, and usage limits.

2.3. Using the Software’s feature, where provided, and upon timely payment of the Fees in the Order, the Customer may use the Software on behalf of individuals or legal entities that are clients of the Customer (the “Secondary Users”) and create secondary user accounts (“Secondary Accounts”) to enable them to access and use the Software with only the viewing functionalities described below, for viewing documents processed on behalf of the Secondary User, and downloading documents (the “Viewing License”), under the terms and period specified in the Order. The Customer acknowledges that the activation of Secondary Accounts feature may not be available for all the Software subject to the Contract. When Secondary Accounts are activated: (a) the Customer declares to have obtained proper authorization from the Secondary User to activate or use the Software on its behalf; (b) HANDY provides Secondary Users with functionalities based on the Viewing License; (c) the Customer commits, including under art. 1381 of the Civil Code, to ensure each Secondary User uses the Software in compliance with the General Conditions and respects Intellectual Property rights of HANDY or third parties; (d) in case of revocation by the Secondary User of authorization, the Customer’s access to the data and documents processed on behalf of the Secondary User through the Software will cease, while the Secondary User may retain access until the end date of the Viewing License, according to its terms. HANDY shall not be responsible for access issues or any damages caused by revocation or non-compliance by the Secondary User, nor for non-payment consequences that might occur.

2.4. In cases of Secondary User activation: (i) the Secondary User affirms that it has gained access to the Software from the Customer, its own consultant, and may use the Software with only the functionalities of the Viewing License as per art. 2.3; (ii) it authorizes its consultant to use the Software on its behalf; (iii) it fully accepts the present General Conditions; (iv) it agrees to use the Software within the scope of the Viewing License and adhere to the Contract; (v) acknowledges the Viewing License’s validity from activation date and for the duration indicated in the Order and the user’s personal area, with possible renewal at the sole discretion of the consultant; (vi) authorizes the consultant to pay any fees for maintaining or renewing the License on its behalf, accepting that non-payment may lead to Contract termination and access loss.

2.5. The Parties acknowledge that the consultant is solely responsible for data processing activities for the Secondary User, based on independent contractual relationships, and HANDY is not involved in such activities.

2.6. HANDY shall not be responsible for damages arising from improper use or non-conformance with the Contract, laws, or instructions by the secondary user or the Customer, nor for technical failures caused by inadequate connectivity, or for damages resulting from cybersecurity attacks, hacking, or unauthorized access, including data loss, hardware/software damage, or connectivity issues. Responsibility limits apply according to law and the specific contractual clauses.

2 bis. AI Services

2 bis 1. HANDY may offer AI-based features within Cloud Services, on agreed terms and subject to usage limits and additional Fees, as per the Contract and the Order (“AI Services”).

2 bis 2. The Customer acknowledges that AI systems used are highly innovative and results may be erroneous, incomplete, or unreliable, requiring verification before use.

2 bis 3. Results of AI are probabilistic and do not guarantee legality or outcome, thus generated responses may lack originality, reliability, correctness, or relevance. Customer guarantees it has proper authorization to input data, and HANDY shall not be responsible for the accuracy, legality, or use of the results. The Customer undertakes to indemnify HANDY against damages or claims resulting from misuse or law violations.

2 bis 4. Customer affirms authorized data input and non-violation of third-party rights, and acknowledges HANDY’s non-responsibility for misprocessing due to incorrect data or input errors, including non-compliance, sanctions, or damages. Responsibility for results and compliance remains solely with the Customer, who releases HANDY from responsibility for penalties, damages, or claims in relation to AI outputs.

2 bis 5. Customer is responsible for validation, correction, and use of results and for compliance with applicable laws, including ethical standards, and releases HANDY from liability for damages caused by AI services or their outputs.

3. Customer obligations

3.1. The Customer commits to:

(a) pay the Fees owed to HANDY as per art. 7;

(b) acquire necessary hardware and software, and adequate connectivity to access the Data Center and use the Software for Cloud Services;

(c) adapt their systems to changes, replacements, or corrections made to the Software and Cloud Services after Contract signing;

(d) use the Software and Cloud Services in accordance with the License and for intended purposes;

(e) provide HANDY with all necessary information for its obligations execution and notify any changes;

(f) ensure each User is aware of the Conditions;

(g) provide accurate data of themselves and Users, and keep them updated.

4. Access Credentials

4.1. The Customer and each User may access the Software using Access Credentials set during registration.

4.2. Knowledge of Access Credentials by third parties allows unauthorized use; Customer is responsible for all use regardless of authorization.

4.3. Customer shall keep Credentials confidential and not share or allow third-party use.

4.4. HANDY and its Partners are not responsible for damages from misuse or compromised credentials.

4.5. Secondary Users may use the Software in Viewing License mode, with the same responsibilities regarding confidentiality and use as above.

5. Support

5.1. Upon payment, HANDY will provide support services following the methods published on its website.

5.2. Support is provided remotely; on-site interventions are excluded.

5.3. Support does not include updates or data modifications, which may require additional payment.

6. Updates and Developments

6.1. HANDY may, at its sole discretion, modify or remove features or replace/migrate Software and Cloud Services, including AI Services, as part of Updates and Developments.

6.2. HANDY is not responsible for damages from Updates/Developments, unless caused by willful misconduct or gross negligence.

6.3. Updates and Developments do not include modifications necessary due to legal or regulatory changes that significantly impact the operation or costs of HANDY, or introduce major legislative changes on the date of the Contract.

7. Fees

7.1. For Cloud Services, the Customer agrees to pay the Fees indicated in the Order, via specified methods and schedule. If not specified, Fees are payable upon Contract signing, in advance, with subsequent invoicing.

7.2. All Fees are subject to an annual increase based on the annual ISTAT consumer price index increase.

7.3. Software and Cloud Services are subject to continuous technological and regulatory evolution, requiring ongoing updates, development, and occasionally replacements, which may increase Fees above the ISTAT index, as per art. 15.

7.4. If extraordinary circumstances make Service delivery more costly, HANDY has the right to charge a one-time fee or unilaterally modify Fees according to art. 15.

7.5. Non-payment entitles HANDY to charge late interest, suspend services, or terminate other contracts with the Customer.

7.6. Customer waives exceptions without prior payment demonstration.

8. Confidentiality

8.1. Both Parties shall not disclose or use any confidential information obtained during execution of the Contract unless expressly permitted, legal obligations, or legal authority requests. Confidential information shall include marked confidential data or documents, or information that is inherently confidential.

8.2. The confidentiality obligation lasts 3 years after Contract expiry unless the information enters the public domain without breach.

9. Partner

9.1. HANDY may involve its Partners in the execution of its contractual obligations, at its sole discretion.

10. Intellectual Property

10.1. All rights to intellectual and industrial property rights on the Cloud Infrastructure, Software, Cloud Services, including AI, documentation, Updates and Developments, preparatory or derived works, belong exclusively to HANDY and/or third-party rights holders, as indicated in the Order or documentation.

10.2. HANDY grants the Customer a non-exclusive, non-transferable, temporary license to use the Software indicated in the Order, subject to the limits specified therein (“License”).

10.3. Customer shall use the Software and Updates only within the scope of the License and respecting HANDY’s or third-party rights. It shall not tamper with technological protections, decompile, disassemble, reproduce, modify, or publish the Software, use outside the Cloud Infrastructure, or commercialize the Software, unless authorized explicitly.

10.4. Rights on trademarks, logos, names, domain names, other marks associated with the Cloud Infrastructure, Software, Updates, or Cloud Services remain with HANDY and/or third-party rights holders; use requires prior written authorization.

11. Customer Responsibilities

11.1. Customer declares to have the necessary rights to conclude and execute the Contract and to use the Software for business, commercial, or professional activities, not subject to consumer law. 11.2. Customer shall ensure that all Users comply with the Contract, and shall be liable for their actions, including legal compliance. 11.3. Customer shall not use the Software or Cloud Services to upload or disseminate data or content that infringe intellectual property, are discriminatory, defamatory, pornographic, contain malware, spam, or violate laws. HANDY may suspend services if violations are detected.

11.4. HANDY reserves the right to suspend or terminate access and services if violations or security risks are identified, or if required by legal authorities.

11.5. Software may include open source components; Customer shall comply with applicable open source licenses and HANDY shall inform the Customer thereof if necessary.

12. Market Withdrawal and Replacement

12.1. Software, Cloud Services, and their operating environments are subject to constant technological evolution that could render them obsolete or require withdrawal or replacement. HANDY may decide to cease or replace services or products at its sole discretion, with notice at least six months prior. The notice specifies whether the Product is Obsolete and whether it will be replaced by a New Product, and the terms for termination or migration. The Contract will terminate for obsolete products subject to notice, and the Customer may be entitled to a refund for unused periods. If replaced, the Customer may withdraw within 15 days post-notice.

13. Indemnity

13.1. Customer shall indemnify and hold harmless HANDY for damages, claims, liabilities, and costs resulting from non-fulfillment of contractual obligations, especially regarding data, licenses, AI services, and confidentiality.

14. HANDY Responsibility

14.1. HANDY provides no guarantee that services or software meet specific needs or are error-free. 14.2. HANDY shall not be liable for damages caused by use or non-conformance, unless due to willful misconduct or gross negligence. 14.3. HANDY is not responsible for issues caused by inadequate connectivity. 14.4. Responsibility for data accuracy, processing, and legal compliance lies with the Customer. 14.5. HANDY disclaims responsibility for damages resulting from cybersecurity attacks or unauthorized access. 14.6. Responsibility limits and liability exclusions apply as per law. 14.7. HANDY’s liability is limited to the Fees paid in the year of the event, excluding damages like loss of profits, data, or other indirect damages. 14.8. These limitations do not affect mandatory legal responsibilities, specifically GDPR obligations.

15. Unilateral Modifications

15.1. Considering the sector’s technical and legal complexity, HANDY can modify the Contract at any time via written notice, including online communications, to adapt to technological and market changes, including modifications in service structure, organizational updates, and Fee adjustments.

15.2. The Customer has 15 days to exercise the right of withdrawal from the Contract upon receipt of notice, by written communication.

15.3. Absent such withdrawal, modifications are deemed accepted and become effective.

16. Suspension and Interruption

16.1. HANDY strives for maximal service availability; however, it may suspend or interrupt services for maintenance or technical reasons, with prior notice when possible, and will restore services promptly.

16.2. HANDY may suspend or interrupt services in case of late or non-payment, security reasons, law violations, or unremediable issues, after informing the Customer and allowing remedies.

17. Duration

17.1. The Contract remains effective from signing for the duration specified in the Order (e.g., up to 365 days or monthly).

17.2. It automatically renews unless either Party notifies the other 30 days before expiry. HANDY may specify exceptions.

17.3. If the License is granted through a third-party who purchased it from a Group company, the Contract lasts until December 31st of the granting year, without automatic renewal.

17.4. If the Contract is concluded within 30 days following a prior agreement termination, the duration begins from termination date.

17.5. A free trial period may be granted upon first use; further use requires payment of Fees. Data may be downloaded for 12 months after trial expiry, after which HANDY deletes them; reactivation requires a new purchase. No further trials are granted after the first period.

18. Termination

18.1. HANDY may terminate the Contract at any time with 30-day written notice.

18.2. If HANDY terminates for reasons other than breach, the Customer can reclaim the unused portion of the Fee paid.

18.3. HANDY may also terminate immediately for breach of obligations by the Customer or Users, especially related to illegal or sensitive data.

19. Express Termination and Access Ban

19.1. HANDY reserves the right to terminate immediately the Contract if the Customer breaches specific provisions or on legal requests, after notice.

19.2. HANDY can also suspend services for non-payment, security reasons, law violations, or issues unremediable without notice, with obligation to pay due fees.

20. Effects of Contract Termination and Return of Data

20.1. Upon termination, HANDY shall immediately cease services.

20.2. Customer can, for 12 months after termination, download their data or request delivery through agreed methods, paying applicable fees.

20.3. If not downloaded or requested, HANDY will permanently delete data respecting legal requirements.

20.4. After Contract termination regarding the Viewing License, Secondary Users can also export their data for 12 months via software functionalities; if not downloaded, access to data ends.

20.5. Certain provisions survive, including confidentiality, intellectual property, responsibility, withdrawal, and others listed.

21. Ethical Code, Anti-Corruption Conduct, and Organizational Model of HANDY S.R.L

21.1. Customer confirms awareness and compliance with Legislative Decree 231/2001 and subsequent regulations, the Ethical Code, and Anti-Corruption Conduct Code adopted by HANDY, and shall refrain from violations. Breach entitles HANDY to terminate the Contract for cause.

22. Communications

22.1. Communications related to the Contract will be sent to the email provided during account creation. Customer shall update contact info as needed.

23. Governing Law and Jurisdiction

23.1. This Contract is governed by Italian law.

23.2. Any disputes shall be submitted to an arbitration tribunal composed of three arbitrators in Milan, which will decide according to law, except for specific cases like injunction procedures or infringement of intellectual property rights, for which the jurisdiction is Nuoro.

24. Contract Assignment and Pre-authorization

24.1. Customer shall not assign the Contract without prior written approval from HANDY.

25. Novative Effect

25.1. The Contract supersedes prior individual agreements, integrating and overriding previous understandings.

26. Tolerance

26.1. Failure to enforce a right does not constitute waiver; rights can be exercised later.

27. Partial Invalidity

27.1. Invalid clauses do not affect the validity of the entire Contract, unless explicitly provided otherwise by law.

28. Personal Data Processing

28.1. The Parties acknowledge that signing and executing the Cloud Services will involve data collection and processing of the Customer’s and Secondary User’s personal data, as described in HANDY’s privacy information available on its website. HANDY acts as Data Controller.

28.2. HANDY may process anonymized, aggregated data for research and service improvement, in accordance with GDPR and other data protection laws.

28.3. Customer remains responsible for third-party data and ensures lawful processing, indemnifying HANDY for violations.

28.4. Responsibility for compliance with GDPR and applicable laws remains with the Customer, including informing data subjects and handling rights.

The Customer specifically approves clauses 1.2, 1.4, 3, 4.2, 4.4, 5.2, 6, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 8, 9, 10.2, 10.3, 10.4, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, of the Contract, as per articles 1341 and 1342 of the Civil Code.