SECTION A – GENERAL PROVISIONS

1. PRELIMINARY CLAUSES

1. These terms and conditions (the “Terms and Conditions” or the “Agreement”) apply to the Services provided by H1 Finance S.r.l., with registered office at via Amilcare Ponchielli, No. 51, 24125 – Bergamo (BG), share capital of Euro 10,000.00, fully paid-in, registered with the Companies’ Register of Bergamo (BG) under No. 04537180160, REA BG – 470381, VAT and Tax Code No. 04537180160 (the “Company” or “H1”) through the website available at www.withless.com (the “Website”) and/or, where available, the application for mobile devices developed by the Company (the “App”; the Website and the App, jointly, the “Platform”) in favour of customers who register to the Platform according to the procedure outlined below (the “Customers”).
2. In order to use the Platform, Customer must unconditionally agree to be bound by the terms set forth in these Terms and Conditions, as well as by the terms set forth in the Privacy Policy and Cookie Policy

1. The access to the Platform, the use of the Services and/or use of all content and information that may be made available from time to time by H1 through, or in connection with, the Platform requires the compliance with the terms set forth in these Terms and Conditions, as well as with any additional addendum, contractual supplement, communication or notification that may be required, transmitted or made available by H1 in its discretion.
2. With respect to the provision of Payment Services, H1 acts as agent of Treezor, a simplified joint stock company (SAS) with registered office at 33 rue de Wagram, 750175 – Paris (France), authorized by the French financial regulatory authority (Autorité de contrôle prudentiel et de résolution) (“ACPR”) to operate as an Electronic Money Institution and registered under No. 16798 in the relevant register (“Treezor”). H1 is a registered agent of Treezor, with registration No. 724935, such registration being verifiable in the register of financial agents maintained by the ACPR at www.regafi.fr.
3. These Terms and Conditions are structured as follows: (i) this Section A sets forth certain general provisions concerning the Terms and Conditions and the Services provided by H1; (ii) Section B governs the aspects concerning the use of the Platform; (iii) Section C sets forth the conditions applicable to the Software Optimization Services offered by H1; (iv) Section D sets forth the contractual regime applicable to the Payment Services provided by the Company; and (v) Section E contains certain final provisions concerning the contractual relationship between the Company and the Customer. The Company and the Customer may separately agree on any term that is additional to, or derogates from, the clauses set out in these Terms and Conditions, also through the Application Form (in which case such additional or derogating deed or agreement shall be deemed to constitute an integral and substantial part of these Terms and Conditions).
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2. DEFINITIONS AND INTERPRETATION

1. For the purposes of these Terms and Conditions, the terms used with initial capital letter shall have the meaning given to them by the definitions below:

“Account” means the account activated by the Customer on the Platform under the terms set forth in these Terms and Conditions;

“ACPR” means the French financial regulatory authority (Autorité de contrôle prudentiel et de résolution), as defined in Article 1.4;

“Administrator” means the User that uses the Platform as administrator;

“App” means the mobile device application (if any) that can be used for the provision of the Services made available by the Company, as defined in Article 1.1;

“Applicable Law” means all provisions of laws, codes, decrees, regulations, circulars that have binding effect and any measure or ruling of an Authority having similar effect;

“Application Form” means the application form made available by the Company that the Customer must sign and submit (electronically or in hard copy, as appropriate) to the Company for the purpose of activating the Services and access to the Platform;

“Cash Back” has the meaning set forth in Article 8.4;

“Cash Back Regulation” has the meaning set forth in Article 8.4;

“Consumer” means the natural person acting for purposes unrelated to any entrepreneurial, commercial, craft or professional activity (if any) carried out by such person, in accordance with article 3, paragraph 1, letter a) of the Italian Consumer Code;

“Cookie Policy” means the Company’s cookie policy made available on the Platform;

“Credentials” means the credentials (username, password and additional authentication factors that may be provided to grant access to the Payment Services) that each User is required to use in order to access the Platform and use the related Services, as indicated on the Platform from time to time;

“Customers” means the customers who complete the Platform registration process governed by these Terms and Conditions, as defined in Article 1.1;

“H1” or the “Company” means H1 Finance S.r.l., as defined in Article 1.1;

“Italian Banking Act” means the Italian Legislative Decree No. 385 of 1 September 1993, as amended;

“Italian Consumer Code” means the Italian Legislative Decree No. 206 of 6 September 2005, as amended;

“Payment Account” means the payment account opened by the Client with Treezor for the provision of the Payment Services;

“Payment Cards” means the virtual debit cards linked to the Payment Account issued in connection with the provision of the Payment Services;

“Payment Services” means the payment services offered by H1 as Treezor’s agent and provided by Treezor, listed in Article 9.1;

“Platform” means, collectively, the Website and the App (if any) made available by the Company, in accordance with the definition set forth in Article 1.1;

“Privacy Policy” means the privacy policy of the Company made available on the Platform;

“Professional” means a natural or legal person acting in the exercise of his or her entrepreneurial, commercial, handicraft or professional activity, or any intermediary thereof, in accordance with article 3, paragraph 1, letter c) of the Italian Consumer Code;

“Services” means, collectively, the Payment Services and the Software Optimization Services;

“Software” means the software purchased or used (or which might be purchased or used, as the case may be) by the Customer in the course of its business;

“Software Optimization Services” means the optimization services provided in relation to the management of the Customer’s software and the related expenses, as described in Article 7.1;

“Software Provider” means any Software developers, owners or licensees;

“Terms and Conditions” means these terms and conditions, as defined in Article 1.1;

“Treezor” means Treezor (SAS), as defined in Article 1.4;

“Treezor’s Information and Contractual Documents” means the information and contractual documents used by Treezor in connection with the provision of the Payment Services;

“User” means the natural person entitled to use the Platform in the name and on behalf of the Customer;

“Website” means the website available at www.withless.com.

2. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. Terms defined in one gender shall have the same meaning when used in another gender. References to any agreement, document, or deed shall be construed as a reference also to its annexes and shall include any subsequent amendment, supplement, novation, or replacement thereto. References to any legal entity shall be deemed to include any of its successors or assignees in a particular or universal capacity, provided that such succession is permitted under these Terms and Conditions. References to any provision of law or regulation shall be construed as referring to such provision of law or regulation as from time to time amended, supplemented, superseded, amended, in whole or in part, in its version in effect from time to time and including any notice, regulation, circular or implementing provision adopted pursuant thereto.
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SECTION B – GENERAL TERMS OF USE OF THE PLATFORM

CUSTOMER REGISTRATION AND EXECUTION OF THE CONTRACT

1. In order to activate the Services and access to the Platform, the Customer must fill out the Application Form and sign it in the manner specified by the Company from time to time. The copy of the Application Form filled out and signed by the Customer shall be forwarded to the Company, either electronically or in hard copy, as indicated by the Company from time to time, together with such further documentation as may be required by the Company.
2. By filling out and signing the Application Form, the Customer also declares that he/she has read and accepts Treezor’s Information and Contractual Documents, which can be consulted at the following link https://www.treezor.com/general-terms-conditions-of-use/, and undertakes to comply with the obligations specified therein; any failure to comply with such obligation may determine, depending on the cases, the failure to execute the contract or its termination, and the consequent termination of the provision of the Services, as provided for under Treezor’s Information and Contractual Documents.  
3. Upon receipt of the request for activation of the Services submitted by the Customer and, if applicable, the additional documentation mentioned in Article 3.1 above, the Company evaluates the request for activation submitted by the Customer and informs Treezor regarding the request for activation of the Payment Services.  The request for activation of the Payment Services requires the completion of all checks that are required by the Applicable Law and/or the internal policies and procedures of the Company and/or Treezor, including for the purposes of applicable anti-money laundering (AML) regulations, in relation to the Customer itself, in the manner agreed from time to time between Treezor and the Company and communicated to the Customer.
4. The completion of the Customer registration process and the establishment of the contractual relationship arising from these Terms and Conditions are subject to the satisfaction of all of the following conditions precedent:
   
   1. H1’s acceptance of the activation request;
   2. Treezor’s acceptance of the activation request; and
   3. the completion of the Client identification and customer due diligence procedures required under anti-money laundering regulations.

In order to enable the Company and Treezor to conduct the necessary checks, the Customer shall promptly transmit any information or documents that may be requested from time to time by the Company or Treezor and provide true, correct and complete information in relation to the requests made, undertaking all responsibility in this regard.

5. The Customer acknowledges and agrees that the Company and/or Treezor may reject, in its their discretion and without any duty or obligation to provide any justification, the activation request submitted by the Customer by giving written notice to the Customer. The Customer hereby waives the right to raise any objection or to exercise any claim or action, including any action for damage, in the event of refusal by the Company and/or Treezor to accept the activation request submitted by the Customer. The Company and/or Treezor may also require the provision of suitable guarantees or specify additional conditions to which the acceptance of the application is subject.
6. In the event of a positive outcome of the registration procedure and checks carried out by the Company and Treezor, the Company shall notify the Customer in writing of the acceptance of the activation request submitted. The activation of the Payment Services will in any case be subject to the condition precedent that a Payment Account is opened with Treezor.
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4. ACCESS TO THE PLATFORM

1. Upon completion of the registration process as specified in Article 3, the Customer will be able to access the Platform managed by the Company through its Account and using its Credentials.
2. The use of the Credentials allows the Customer to take advantage of the services and functionalities made available by the Company through the Platform. The Customer is solely responsible for the storage and use of the Credentials and shall preserve their confidentiality with due care and diligence. Any consequences arising from the undue or unauthorized use of the Credentials shall be borne exclusively by the Customer, with no liability by the Company in this regard; the Customer shall indemnify and hold H1 harmless from any claims, costs, damages, expenses, actions or other prejudicial consequences arising from such undue or unauthorized use. This is without prejudice to the provisions concerning the use of credentials set forth in Treezor’s Information and Contractual Documents.
3. The terms of use of the Platform are specified from time to time in the documentation and information made available by the Company within the Platform itself, the contents of which each Customer hereby undertakes to comply with by signing the Application Form. Any use of the Platform in breach of such terms will constitute a breach of the obligations undertaken by the Client under these Terms and Conditions.
4. The connection to the Platform and the use of the functionalities and the Services connected to it take place through the Internet. The Customer must independently provide itself, at its own care and expense, with suitable technological infrastructures (hardware and software) and the computer connections necessary to be able to take advantage of these functionalities and services efficiently and without interruption via Internet. The infrastructures and connections necessary to allow this access must constantly respond to the technical specifications that may be indicated in the instructions provided by the Company, including through the Platform itself, and must in any case comply with the security standards available on the market, in order, among other things, to guarantee the confidentiality of data transmitted and received through the Platform, as well as to prevent the undue or unauthorized use of the Credentials made available by the Company. The Customer hereby waives any claim or to exercise any action against the Company and/or Treezor in the event of any interruption or malfunction, in whole or in part, of the Services and/or functionality made available by the Company or Treezor that is attributable to the failure to adopt the IT infrastructure and connections referred to in this Article 4.4, to defects or malfunctions of the same or to any other cause that is not however attributable to the conduct of the Company and/or Treezor, including the failure of the Customer and/or its Users to adopt adequate security standards.
5. The Customer expressly acknowledges and recognizes that the Company does not have the ability to monitor communications made via Internet or other communications services used by the Customer to access the Platform, nor can it exclude that such communications are intercepted or tampered with, including as a result of cyber attack by third parties. Therefore, the Company shall not be liable for any damages caused by third parties as a result of abuses perpetrated by circumventing the security systems adopted, including any liability arising from the improper or unauthorized use of Credentials, except in cases of wilful misconduct or gross negligence on the part of the Company.
6. The Customer declares that it is well aware of the risks associated with the use of the technologies made available to the Company through the Platform and that it has adequate knowledge and experience to use the Services and features offered through it. The Customer also declares that it is well aware that the Services provided by H1 for the benefit of the Customer could allow – under certain circumstances that will have to be evaluated on a case-by-case basis also based on the features selected by the Customer – the monitoring of the activity put in place by the users of the platform of H1 as well as by the users of the extension made by H1, as better detailed in the Guidelines for H1 Customers on Employee Monitoring, which can be consulted through the Customer’s dashboard on the Platform.
7. H1 shall endeavour to constantly allow access to the Platform as well as the use of the Services, 24 hours a day, 365 days a year. The Company does not guarantee that there will be no interruptions, suspensions, disruptions, or malfunctions in the use of the Platform and related Services, possibly due to the effect of computer viruses or bugs, or that any such interruptions, suspensions, disruptions, or malfunctions will be remedied in a timely manner, it being understood that the Company shall take reasonable steps to remedy such situations, to limit their consequences for Customers’ operations, and to take action for their timely resolution. In addition, access to the Platform may also be occasionally suspended or restricted to allow for repair work, maintenance, or the introduction of new activities or services. H1 will attempt to limit the frequency and duration of such suspensions and limitations. In such instances, the Company shall not be liable in any way for any damages or losses, direct or indirect, suffered by the Customer, the related Users and/or third parties.
8. The Platform is provided “as is”, in the versions in effect from time to time, without the Company making any representations or warranties, implied or express, in this regard and without any commitment on the part of the Company to the Customer to develop, supplement or modify its functionality or features on the basis of, among other things, any business needs represented by the Customer to the Company.
9. The Customer acknowledges and accepts that circumstances beyond the control of the Company may occur that may cause temporary interruptions or disruptions of the Platform, including but not limited to technical malfunctions, connectivity problems or cyber attacks. In these scenarios, the Company shall not be held liable in any way for any damages or losses, direct or indirect, suffered by the Customer, its Users and/or third parties.
10. In the event of use of Credentials or transmission of any other information – and as part of H1’s security procedures – Customer is required to treat such information as confidential and not to disclose it to any other person or entity. The Customer further acknowledges that its Account is personal and agrees that it will not provide any other person, except for Users qualified to do so in accordance with these Terms and Conditions, with access to the Account itself or any part thereof. The Customer agrees to notify H1 immediately of any unauthorized access to or use of its Account or any other breach of security. Failure to do so will result in the Customer indemnifying and holding the Company harmless from any damages, costs, expenses, actions, claims, or prejudicial consequences arising from the failure to comply with this notification obligation, and the Customer hereby releases the Company from any liability connected therewith.

5. DESIGNATION OF USERS

1. Through the features made available on its Account, the Customer may designate Users enabled to operate on the Platform, and identify one or more Administrators.
2. The Customer acknowledges that certain features may be activated only by virtue of the intervention of one or more Administrators, as indicated on the Platform from time to time.
3. The Company reserves the right to disable any User registered on the Platform and their Credentials at any time, at its discretion and for any reason, including where such User, in the opinion of the Company, has breach the provisions set forth in these Terms and Conditions.
4. The Customer shall ensure that all Users enabled to operate on the Platform are familiar with the terms set forth in these Terms and Conditions and abide by them when using the Services.
5. The Customer shall be exclusively responsible for the actions of the Users that are authorized to use the Platform on its behalf, and acknowledges that the Company shall be under no obligation to verify, among other things, the relevant powers of attorney, the role of the Users within the company organization as well as the natural and legal capacity of the Users in question. Any activity performed by a User on the Platform will be attributable to the Customer, with no possibility for the latter to raise any objections or claims in this regard.

6. ADDITIONAL OBLIGATIONS OF THE CUSTOMER IN CONNECTION WITH THE USE OF THE PLATFORM

1. The Customer shall provide true and accurate information, including personal data, when communicating with the Platform and registering his/her Account pursuant to Article 3. above.
2. The Customer agrees to indemnify, defend and hold harmless H1 and its directors, officers, employees and contractors from and against any and all claims, damages, lawsuits, actions, costs (including reasonable attorneys’ fees) and other expenses arising directly or indirectly from: (i) the actual or alleged violation of these Terms and Conditions; (ii) any dispute relating to any content or other material posted or transmitted to the Platform that may infringe, or misappropriate third party rights, including trademarks, trade secrets, or other intellectual property rights; and/or (3) any activities or omissions of the Customer and/or the Users in connection with the use of the Platform.
3. The Customer shall, by way of example only:

1. prevent any other visitors from using the Platform, including, without limitation, by hacking or defacing any part of the Platform;
2. not use the Platform or the content therein for illegal purposes;
3. not send data or information or otherwise transmit material through the Platform that (i) is protected by copyright, trade secret or otherwise subject to third party rights or intellectual property rights, including privacy and marketing rights, unless the Client is the rightful owner of such rights or has the rightful owner’s permission to send or transmit such data or information; (ii) is unlawful, fraudulent, abusive, or incorporates or encourages conduct that could be considered a crime, or does or may give rise to liability or violates any law, rule or regulation;
4. not engage in spamming, flooding, phishing or other activities intended to gather information illegally;
5. not transmit any software or other material that contains malicious code, including, but not limited to, viruses, worms, Trojans, etc;
6. not modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any part of the Platform;
7. not use the Platform in any way and/or for any purpose that may adversely affect H1’s interests;
8. not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or that may harm H1 or its customers and/or expose them to liability, or that is otherwise inconsistent with the purposes for which the Platform is made available.

SECTION C – SOFTWARE OPTIMIZATION SERVICES

7. DESCRIPTION OF THE SOFTWARE OPTIMIZATION SERVICES

1. The Company agrees to provide the following Software Optimization Services for the benefit of the Customer:

1. analysis of the Customer’s existing contracts and agreements with reference to the use of Software within its business organization;
2. monitoring of the use of the Software within the Client’s business organization;
3. creation of a repository providing an overview of the use of each Software;
4. automatic collation of invoices issued by Software Providers and their reconciliation;
5. research of alternatives to the Software used by the Client and formulation of comparative, technical and economic analysis;
6. consulting in Software management (e.g., termination of unused Software, replacement of Software or purchase of new Software, etc.) based on the Customer’s needs;
7. formulation of economic bids for the purchase or licensing of Software, based on any agreements the Company may have with third-party Software Providers.

1. The Customer acknowledges and agrees that any choice regarding the purchase and/or use of Software on the basis of the Software Optimization Service provided by the Company will be made at the Customer’s sole and exclusive responsibility, and at the Customer’s own risk. The Company makes no warranties as to the adequacy or appropriateness of the Software Optimization Service provided, the recommendations made with respect to the Software used (or that might be used) by the Customer, and the appropriateness, in general, of the Software Optimization Service in the light of the interests and the needs of the Customer. The Customer is responsible for monitoring the activities provided by the Company, including but not limited to, in connection with the automatic collection of invoices and information made available from time to time in the repository, in order to verify the completeness and correctness thereof. The Customer shall not raise any objection, claim, or action (including, without limitation, any claim for damages) in the event of errors or other problems in the performance of the Software Optimization Service, except in the case of wilful misconduct or gross negligence on the part of the Company.
2. The Customer further acknowledges and expressly agrees that all liability concerning the proper performance of the services related to the Software shall in all cases remain with the relevant Software Provider, irrespective of the performance of the Software Optimization Services by the Company, and hereby waives any and all exceptions, claims, actions or disputes in this regard against the Company.

8. ECONOMIC TERMS

1. The economic conditions applicable to the Software Optimization Services are specified in the section headed “Pricing” accessible at the following link: https://www.h1card.com/pricing. The Customer accepts and acknowledges that the economic conditions set forth in the section headed “Pricing” are valid and binding, unless otherwise agreed between the Parties in the economic conditions set forth in the Application Form.
2. If there are any exceptions or modifications to the economic conditions set forth in the section headed “Pricing”, such exceptions or modifications shall be explicitly agreed upon and confirmed in the Application Form or in a separate agreement. Any special economic term set forth in the Application Form, or in a separate agreement between the Parties, shall prevail over the economic terms set forth in the section headed “Pricing” including in the event of changes to the latter.
3. The Customer expressly authorizes the Company to automatically debit the fees and charges due to the Company in connection with the provision of the Services from its Payment Account, according to the payment frequency (e.g., monthly or annually) agreed between the Parties in the Application Form. The automatic debiting will occur on a periodic basis, starting from the date of activation of the Services and will continue for the validity period specified in the Application Form or until the authorization is revoked by the Customer. Should the automatic debiting fail due to the lack of funds in the Customer’s Payment Account or for other reasons attributable to the Customer, the Company reserves the right to suspend or discontinue the provision of the Services until the payment is made in full, and the Customer shall not be entitled to raise any claim or exception in this regard. If the problem lasts for a period of 30 (thirty) days, the Company shall have the right to terminate the Agreement in accordance with Article 19.4 below. The Customer may revoke the automatic debit authorization at any time, upon written notice to the Company, without prejudice to the payment obligations relating to the Services already provided up to the date of receipt of the revocation request. The revocation of the debit authorization will result in the Company’s right to terminate the contractual relationship in accordance with Article 19.4 below, unless the Customer signs a new debit authorization within such period as may be specified by the Company.
4. In the event that there is a promotional program involving so-called “cash back” promotions (the “Cash Back”), the Customer shall be entitled to the benefits of the Cash Back in accordance with the specific contractual terms and conditions applicable to each promotional program from time to time. The Cash Back program will be governed by the specific contractual terms and conditions made available by the Company on the Customer’s dashboard accessible through the Platform (the “Cash Back Regulations”). The Cash Back Regulations will define how to participate in the program, the criteria for obtaining refunds, the applicable limitations and restrictions, and any deadlines or time limits. The Customer acknowledges and agrees that the right to the Cash Back is closely linked to the Cash Back Regulations and the conditions identified in the Application Form, and agrees to comply with these conditions in order to be eligible for the relevant refunds. In the event that the Customer is entitled to the Cash Back and complies with all the terms set forth in the Cash Back Regulations, the Company will make the agreed refund in accordance with the terms and timing set forth in the Cash Back Regulations.

SECTION D – PAYMENT SERVICES

9. DESCRIPTION OF THE PAYMENT SERVICES

1. The Customer who is not a micro-enterprise declares that it is aware of the non-application, in accordance with the Treezor’s Information and Contractual Documents, of the conditions set forth in Chapter II-bis of the Italia Banking Act, pursuant to article 162-bis, paragraph 2, thereof, this being in any event without prejudice to the application of Regulation (EU) 2015/751 on interchange fees.
2. Through the Platform, the Customer can make use of the following Payment Services:

1. opening a Payment Account to charge the fees related to Software;
2. issuance of Payment Cards linked to the Payment Account for the execution of payment transactions related to the purchase and/or licensing of the Software;
3. execution of crediting transactions to the Payment Account, provided that such transactions are made from other payment accounts opened in the Client’s name; it is understood that if the transaction is made from a payment account that is not opened in the Client’s name, the transaction will not be processed and no amount will be credited on the Payment Account;
4. execution of transfer transactions to be debited on the Payment Account, only in those cases in which the Client intends to terminate the relationship with the Company and transfer the funds credited on the Payment Account to other payment account(s) in the Client’s name, in each case subject with the prior notice period referred to in Article 19.1.

Any request for the transfer of funds made in accordance with (d) above may only be submitted via support to the H1 team; the amount to be transferred shall be reduced by the amount of fees accrued or still due, including any fees due until the expiry of the notice period, as well as by any additional costs or charges that may be owed by the Client. Furthermore, the provisions of these Terms and Conditions regarding the debiting of the Payment Account of the amount due to the Company shall remain unaffected.

3. The contractual provisions relating to the Payment Services are contained in Treezor’s Information and Contractual Documents. In the event of any conflict between the provisions set forth in this Section D and the provisions set forth in Treezor’s Information and Contractual Documents with respect to the terms and conditions for the provision of the Payment Services, the provisions set forth in Treezor’s Information and Contractual Documents shall prevail.
4. The Payment Services are provided under the full and exclusive responsibility of Treezor. The Company shall not be liable in whatever form in case of any failure attributable to Treezor to perform the Payment Services, and the Customer hereby waives any claim or action against the Company affecting or otherwise dependent upon Treezor’s performance of the Payment Services. In the event of any breach of Treezor’s obligations under Treezor’s Information and Contractual Documents in connection with the provision of the relevant Payment Services, the Customer may exercise the rights recognized by the Applicable Law solely against Treezor.

ECONOMIC TERMS

1. The economic terms applicable to the provision of Payment Services, including with respect to any costs, charges and fees payable by the Customer, are specified in the Treezor’s Information and Contractual Documents, to which full reference is made for the purpose of this Agreement.

SECTION E – FINAL PROVISIONS

11. SUSPENSION OR LIMITATION OF THE SERVICES

1. Without prejudice in any case to the specific provisions of these Terms and Conditions regarding the interruption and suspension of the Services, the Platform, the Account, the Credentials and/or the Users, the Company reserves the right to suspend or restrict, temporarily or permanently, at any time, the use of the Services and/or Platform, the related features and/or the Credentials made available to individual Users, at any time, for any reason and without the burden of providing any justification or notice to the Customer.
2. The right referred to in Article 11. 1 may be exercised, by way of example only, in the event that there is a suspicion of fraud or misuse, a reason related to the security and proper functioning of the computer systems used by the Company, as well as in the event that the Company has reasons to believe that the Customer is not complying with the conditions and obligations provided for under these Terms and Conditions in order to use the Services and/or the Platform or has notice of the Customer being subject to proceedings or investigations by the competent authorities and/or insolvency proceedings or workaround agreements (including concordati preventivi in bianco), or of the existence of pending negotiations aimed at the conclusion of judicial or out-of-court debt restructuring agreements, or of facts or circumstances that could render the Customer insolvent or unable to regularly fulfil its obligations.
3. The Customer hereby waives the right to raise any exception or claim, including any claim for damages, in connection with the decisions made by the Company pursuant to this Article 11.
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REPRESENTATIONS AND WARRANTIES. ADDITIONAL OBLIGATIONS AND RESPONSIBILITIES OF THE CUSTOMER

1. The Customer represents and warrants in favour of the Company that:

1. it is aware of the features of the Platform and the transactions that can be made or received through it;
2. it accepts all risks associated with the use of the Platform;
3. the execution of these Terms and Conditions does not contravene any provision of Applicable Law referable to the Customer;
4. it has the authority to enter into these Terms and Conditions, the Application Form and/or Treezor’s Information and Contractual Documents;
5. it has complied with all requirements set forth in the Applicable Law and/or its own bylaws, where applicable, for the purpose of entering into these Terms and Conditions, the Application Form and/or Treezor’s Information and Contractual Documents.

1. The Client agrees to operate in full compliance with any Applicable Law with respect to the operations affected by transactions processed through the Services.
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13. LIMITATIONS OF LIABILITY. INDEMNIFICATION CLAUSE

1. Except in cases of wilful misconduct or gross negligence, in no event shall the Company be held liable for any damages, whether direct or indirect, suffered by the Client in connection with the Services rendered under this Agreement, including, by way of example only, with reference to any loss, in whole or in part, of business opportunities, or any loss or reduction in turnover or profits, failure to conclude or loss of contracts, customers or goodwill, damage to image and business reputation, etc.
2. Without prejudice to the provisions of Article 13.1 above and the other provisions of these Terms and Conditions, the Customer hereby waives any exception or claim, including any claim for damages, against the Company, and shall accordingly release the Company from any liability for loss, damage or expense of any kind and keep the Company indemnified and harmless from any damage, expense, cost, loss, action, claim or other detrimental consequence, in connection with:

1. errors, fraud or negligent conduct attributable, directly or indirectly, to the Customer, its Users entitled to use the Platform or third party other than the Company; or
2. any unauthorized use of the Platform attributable, directly or indirectly, to the active or omissive conduct of the Client, its Users entitled to use the Platform or third parties other than the Company.

1. The Customer agrees to keep the Company harmless and indemnified against any damages, costs, expenses, claims, actions, or other prejudicial consequences arising from the Customer’s failure to comply with the provisions of these Terms and Conditions, except where such failure on the part of the Customer is attributable to wilful misconduct or gross negligence of the Company.
2. Under no circumstances will the Parties be liable for any conduct taken in order to comply with the laws and regulations in force from time to time, orders or measures of the authorities as well as in the event of unforeseeable circumstances or force majeure.
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14. TREATMENT OF PERSONAL DATA

1. The processing and protection of Customer’s information and personal data provided to H1 is governed by the Privacy Policy.
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15. INTELLECTUAL PROPERTY RIGHTS

1. The software, content, features, and functionality (including but not limited to all information, text, displays, images, video and audio, design, selection, and related arrangements) of the Platform, such as text, graphics, logos, button icons, images, audio clips, and video clips, are owned by or licensed to H1 and may be protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
2. The Customer may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any material on the Platform, including content and products, except as follows:

1. User’s device may temporarily store copies of such materials incidental to accessing and viewing such materials;
2. the User may store files that are automatically cached for display enhancement purposes;
3. the User may print or download one copy of a reasonable number of screens of the Platform for personal, non-commercial use and not for further reproduction, publication, or distribution.

1. The User shall not:

1. edit copies of any materials from the Platform;
2. use illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

1. In the event that the Customer prints, copies, modifies, downloads or otherwise uses or provides any other person with access to any part of the Platform in violation of these Terms and Conditions, the Customer’s right to use the Platform shall immediately terminate and the Customer shall, upon H1’s request, return or destroy any copies of the materials it has made.
2. No right, title or interest in or to the Platform or any content on the Platform is transferred to the Customer and all rights not expressly granted are intended to be reserved by H1. Any use of the Platform not expressly permitted by these Terms and Conditions shall constitute a violation thereof, and shall infringe the copyright, intellectual property and other rights of H1 or its licensors.
3. The compilation (i.e., collection, arrangement, and assembly) of all content on the Platform is the exclusive property of H1 and is protected by applicable copyright laws.
4. The name, trade names, logos, service marks, trademarks, and commercial image on the Platform, content, and products are registered and unregistered trademarks of H1.
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16. CONFIDENTIALITY OBLIGATIONS

1. The Customer agrees not to disclose to third parties the Confidential Information acquired as a result of this Agreement. This provision is without prejudice to the possibility of disclosing this Confidential Information to:

1. public or governmental authorities, as provided for or required from time to time by Applicable Law;
2. auditors, legal advisors and other persons to whom such disclosure may have to be made for the purpose of the conclusion and proper handling of transactions falling within the scope of the Services or of the Client’s business in general, to the extent that such disclosure is necessary for such purposes and provided that such persons are themselves subject to confidentiality obligations equivalent to those provided for in this Article 16, by law, by contract or under the codes of conduct applicable to them respectively.

1. The confidentiality requirements of this Article 16 shall not apply to any information that:

1. is in the public domain (except as a result of any breach of the obligations under this Agreement);
2. is already in the Customer’s possession at the time of the relevant transmission, provided that the Customer gives reasonable evidence of this upon the Company’s request;
3. is disclosed to the Client by a person who was not bound by any confidentiality obligations in this regard.

1. The obligations set forth in this Article 16 shall continue to be effective following the termination or cessation, for whatever cause, of this Agreement for a period of 3 (three) years.
2. The Customer hereby authorizes the Company to disclose information pertaining to this Agreement to third parties, including for purposes of commercial reference. The Customer represents and warrants that it may lawfully grant such authorization to the Company without breaching, among other things, any laws, intellectual property rights, or obligations of confidentiality to third parties.

17. COMPLAINTS

1. The Customer has the right to file complaints in relation to the Services provided by the Company and/or Treezor in accordance with the policy on the handling of complaints made available from time to time on the Platform, to which reference is made for further details in this regard and which is to be construed as an integral and substantive part of these Terms and Conditions.

18. TERM

1. Except as provided for in Article 19 below, the contractual relationship between the Company and the Customer is for an indefinite period.
2. In the event that a fee is payable for subscribing the Services, the subscription to the Services will remain subject to the actual payment of such fee by the Customer. In case of any failure to pay, the Company may terminate the Agreement with immediate effect and without notice pursuant to and in accordance with Article 1456 of the Italian Civil Code.

19. WITHDRAWAL AND TERMINATION

1. The Customer has the right to withdraw from these Terms and Conditions at any time by sending written notice to this end to the Company by certified electronic mail (Posta Elettronica Certificata – PEC) or registered letter with return receipt (Raccomandata A/R) to the addresses set forth in Article 20 below with a prior notice period at least 30 days prior to the scheduled effective date of the withdrawal.
2. The Company may terminate the Agreement in any case with a prior notice of at least 5 (five) days prior to the scheduled effective date of the termination by sending a written notice to this end to the Client by certified electronic mail or registered letter with acknowledgement of receipt to the addresses indicated in Article 20 below; the above is without prejudice to any different term provided for under applicable law for the termination by Treezor of the provision of the Payment Services, in accordance with Treezor’s Information and Contractual Documents.
3. The notice period referred to in Article 19.2 above does not apply in cases of termination for just cause by the Company. Just cause for termination exists, by way of example only, in the event of: (i) significant change in the ownership structure of the Customer and/or of its beneficial owner(s); (ii) submission of the Client to proceedings or investigations by the competent authorities and/or insolvency proceedings or workaround arrangements (including concordati preventivi in bianco); (iii) pending negotiations aimed at the conclusion of judicial or out-of-court debt restructuring agreements by the Customer; (iv) insolvency or inability of the Customer to regularly fulfil its obligations; (v) other facts, conduct or events detrimental to the reputation or business interests of the Company.
4. The Company shall be entitled to terminate these Terms and Conditions with immediate effect, pursuant to and in accordance with Article 1456 of the Italian Civil Code, by giving written notice to the Customer by certified electronic mail (PEC) or registered letter with return receipt, in the event of failure by the Customer to fulfil its obligations under Articles 3.2 (Acknowledgement, acceptance and commitment to comply with Treezor’s Information and Contractual Documentation), 4 (Access to the Platform), 5 (Designation of Users), 6 (Additional obligations of the Customer in connection with the use of the Platform), 8.3 (Authorization for charging amounts due to the Company), 13.3 (Indemnification and hold harmless obligations), 15 (Intellectual property rights), 16 (Confidentiality obligations).
5. Each Party shall in any event be entitled to terminate these Terms and Conditions in the event of breach of contract by the other Party, provided that such breach is material in accordance with the provisions of Article 1455 of the Italian Civil Code. Notice of termination must in all cases be sent in writing by certified electronic mail (PEC) or registered letter with return receipt.
6. The Parties acknowledge and expressly agree that the termination of the contractual relationship arising from these Terms and Conditions as a result of withdrawal or termination pursuant to the foregoing provisions and/or the other provisions of these Terms and Conditions will result in the automatic termination of the contractual relationship with Treezor and the unavailability of the Payment Services, with no need for any further notice. The Customer shall comply with any obligations that may be required under Treezor’s Information and Contractual Documents in the event of termination of the relationship.
7. In all cases of withdrawal and termination or cessation for any other cause of the contractual relationship with the Company, the Customer shall lose the right to receive any rewards that may have accrued under the Cash Back program in accordance with the provisions set forth in the Cash Back Regulations (and unless otherwise specified in the Cash Back Regulations).

20. NOTICES

1. Any notices regarding these Terms and Conditions shall be sent to the following addresses:

1. as to notices addressed to the Company, to the addresses and contact details indicated in the preamble of this Agreement;
2. as to the notices addressed to the Client, to the addresses provided at the time when the Account was created.

1. The Customer shall promptly notify H1 of any change in its residence/legal address or alternate address through the appropriate procedure provided for in the Platform.
2. The Company may change its contact details for sending communications by giving appropriate notice to the Customer through the Platform.

21. UNILATERAL AMENDMENT OF THE CONTRACTUAL AND ECONOMIC TERMS

1. The Company reserves the right to unilaterally amend the provisions set forth in these Terms and Conditions and/or the applicable economic terms by giving written notice thereof by registered letter with return receipt or certified e-mail to the Customer at the addresses set forth in Article 20, with at least 30 (thirty) days’ prior notice period before the date on which such amendments shall enter into force. This right may be exercised, by way of example only, where such unilateral amendments are appropriate or necessary in view of, among other things, any changes in the functionality or operating modes of the Platform and/or Services, the costs incurred by the Company for the management of the Platform and/or Services and the performance of further related activities.
2. In the cases referred to in Article 21.1 above, the Customer shall in any event be entitled to withdraw from the Agreement within the aforementioned notice period of at least 30 (thirty) days, in the same manner as provided for in Article 19.1 above. In this case, the contractual and economic terms subject to amendment under the notice referred to in Article 21.1 above shall continue to apply until the effective date of the withdrawal. Failure to exercise the right of withdrawal shall be considered as a consent to the adoption of the amendments referred to in the aforementioned notice.
3. The above is without prejudice to the provisions of Treezor’s Information and Contractual Documents on unilateral amendments.

22. MISCELLANEOUS PROVISIONS

1. In the event that one or more provisions of these Terms and Conditions are or become invalid or ineffective in any respect under Applicable Law, such invalidity or ineffectiveness shall not render the remaining provisions of the Terms and Conditions invalid or ineffective. To the extent possible and to the fullest extent permitted by Applicable Law, provisions held to be invalid or ineffective will be interpreted or superseded in a manner that most closely reflects the contractual intent of the Parties.
2. Any advertisements, links or other promotional documents on the Platform are for information purposes only and may not be considered in any way an integral and/or substantive part of these Terms and Conditions, nor derogate from them.
3. Any failure or delay on the part of either Party in exercising any rights or claims arising under these Terms and Conditions shall in no event result in the termination of such rights or claims. Any partial exercise of such rights or claims shall not preclude the further exercise thereof.
4. By entering into these Terms and Conditions, no association, corporation, consortium, joint venture or entity of similar nature is formed between the Parties, and the Customer hereby waives any and all claims in this regard.
5. The Company shall have the right to use third-party vendors at any time for the provision, in whole or in part, of the Services, including, but not limited to, for the purposes of operating, maintaining and offering the Platform, without any obligation or duty of information, consent or justification to the Customer.
6. The Customer may not transfer or assign the relationship arising from these Terms and Conditions or the rights arising therefrom except with the prior written consent of the Company. The Company may assign the relationship arising from these Terms and Conditions or the rights arising therefrom to third parties at any time without the need to obtain the prior written consent of the Customer.
7. The Customer agrees to promptly notify the Company in writing of any material change in its ownership structure, providing all information that may be requested in this regard by the Company and/or Treezor, including, without limitation, for the purposes of applicable anti-money laundering regulations. Where such obligations are not fully complied with by the Customer, the Company shall have the right to terminate the relationship with immediate effect in accordance with Article 19.3.

23. APPLICABLE LAW AND JURISDICTION

1. These Terms and Conditions are subject to and shall be interpreted in accordance with Italian law. The applicable provisions of Italian law shall apply to anything that is not regulated in these Terms and Conditions.
2. Any dispute relating to the interpretation and fulfilment of these Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of Milan, with the exclusion of any concurrent jurisdiction.