GENERAL TERMS AND CONDITIONS OF ASSIST-TAP

This contract defines the general terms and conditions for the use of the services offered by ASSIST s.r.l., located at Via Tacito 26, 00193 Roma (RM), VAT number 16083121000 (hereinafter referred to as the “Company”) on the website www.assist-tap.com and its mobile device extensions (hereinafter referred to as the “Site”).

Presentation and Preliminary Information

§ The Company owns the platform called “Assist-tap.com” available on the website (“Site”), designed and created to provide specialized professional services in various service sectors to the public upon request.

§ Before proceeding with registration on the Platform, we invite you to carefully read these terms and conditions (hereinafter “General Terms”), which govern the methods of using the services offered through the Platform.

The use of the services offered by the Platform, requiring registration on the Platform, by Professionals and Users, requires the explicit and full acceptance of these General Terms and the subsequent obligation to comply with them. However, it is understood that access, navigation, and use of the Site in freely accessible functions (without prior registration) also entail the express acceptance of these General Terms and the subsequent obligation to comply with them.

§ If you do not intend to accept these General Terms in whole or in part, or the terms and conditions contained in any other notes, notices, information, or disclaimers on the Site, we invite you not to use the Platform and its related services.

Definitions

1.1. For the purposes of this document, the following expressions have the following meanings:

Attachments: These are an integral and essential part of the Contract. They include, in particular: A. Professionals’ Regulations; B. Privacy Policy; C. Cookie Policy;

Contract: Refers to the contract for membership in the Platform, consisting of the Registration Form and these General Terms.

Fee: The amount payable to the Professional for the execution of the Order;

Domain: Refers to www.assist-tap.com;

Welcome Email: Refers to the communication sent by the Company to the email address provided by the User and the Professional in the Subscription Form, through which the Professional is informed that their request to join the Platform and conclude the Contract has been accepted;

Registration Confirmation Email: Refers to the communication sent by the Company to the email address provided by the Professional in the Subscription Form, through which the Professional is informed that they have completed the registration procedure on the Platform;

Confidential Information: Refers to all information that can reasonably be considered confidential information, including technical, commercial, financial, and strategic information, along with all documents prepared by the Party receiving such information that contain, are based on, or in any way reflect or derive in whole or in part from such information, including those stored on any computer, word processor, or similar devices. The term “Confidential Information” does not include information that: (i) is or becomes public domain for reasons other than a breach of the provisions of this Contract, or (ii) is independently learned by the Party receiving it, or (iii) is lawfully disclosed in response to a legal obligation or order of any Italian or foreign authority, or (iv) is disclosed to the Party by a third party not bound by any confidentiality obligation regarding the information provided by them;

Trademark: Refers to the “Assist-tap.com” trademark owned by the Company;

Order: Refers to a work contract under the civil code concluded between the Professional and the Customer who purchases the Service through the Platform;

Administrator Panel: The panel through which the proper functioning of the Platform is controlled, the competence and reliability of Professionals are verified, the correctness of the Order fulfillment process, and the related payment by the User to the Professional are supervised;

Platform: Refers to the databases, the Site, the Software, the systems, methods, processes, procedures, and related know-how developed by the Company and through which the Platform services are provided;

Professional: Refers to the individual firm/company with a VAT number that joins the network created by the Company by registering on the Platform and will execute the Orders requested by Users through it;

Professional Regulations: Regulations governing the operation of the Platform for Professionals;

Professional Profile: Refers to the page on the Site that contains specific information about the Professional;

Services: The services that the Platform provides to Users and which are carried out, based on Users’ Orders, by Professionals registered on the Platform; Site: Refers to the Company’s website www.assistapp.it;

Company: Refers to the company ASSIST s.r.l. headquartered at 36 Via Giuseppe Gioachino Belli, 00193 Rome, VAT number 16083121000;

Software: Refers to the software, computer programs (application and operating), codes, methods, algorithms, related indications and instructions, installed or to be installed, including the related software applications, owned by the Company or third parties and legitimately used and/or directly or indirectly utilized for the creation, management, accessibility, and operation of the Site and, in particular, the Platform, for the provision of services and activities related and instrumental to the execution of the Contract, as well as the related updates, developments, releases, existing or to be possibly developed by the Company (or by third parties appointed by it) in connection with the Platform;

User: Refers to the individual to whom the offer of Services is addressed, and who can access it by browsing the Site and/or using the PWA. After registering on the Platform, they become the holder of an active account, can place Orders, consult the information published on the Platform, and contact the Company;

User: A natural or legal person who completes the registration procedure on the Platform by creating an account in order to use the services provided by the Professionals registered on the Platform.

Registration and Personal Information – User

2.1 To access specific services on the Site, users may be required to register and provide personal information, including but not limited to name, last name, address, and phone number. Users are responsible for the accuracy and confidentiality of the information they provide.

2.2 The Company is committed to protecting the privacy and data security of its users. The collection, utilization, and storage of personal information are subject to the Company’s Privacy Policy, available on the Site.

2.3 Users can submit service requests via WhatsApp messages, including location and specific requirements. The Company will utilize the provided personal information to connect users with suitable professionals based on their needs.

Registration on the Platform – Professional

3.1. To register on the Platform, the Professional must follow the online procedure accessible from the “Professionals” section of the Site, using the registration form and paying the registration fee, and agree to the terms of use.

The Professional must provide – and promptly update if changed – their email address. The Company may delete registered profiles with email addresses belonging to individuals other than the User or with temporary email addresses at any time and without notice. The Company also reserves the right to verify, validate, and subject Professional profiles to checks at any time if it has reason to believe that the provided email addresses are not valid and/or legitimately used and/or legitimately created.

The Professional undertakes to provide a personal phone number, of which they guarantee legitimate ownership.

The Professional is aware that in order to use the Platform, the Company needs to verify the email address and phone number provided during the Registration Form completion. Regarding the email address, the Company will send a confirmation email.

3.2. In case the registration process is successful, the Company will send the Registration Confirmation Email to the Professional. In case the registration process is not successful, the Company will inform the Professional via email.

3.3. Registration on the Platform does not grant the Professional access to the Platform and does not constitute the conclusion of the Contract. It only serves as a request by the Professional for access to the Platform and the conclusion of the related Contract, with the Company retaining the right to refuse such a request at its sole discretion.

3.4. If the request to join the Platform and conclude the Contract is accepted by the Company, the Company will send the Welcome Email to the Professional.

3.5. At the time of registration on the Platform, in addition to providing personal data and the selected service category, the Professional must provide the VAT number to the Company. The Company reserves the right to request additional documents from the Professional beyond those listed above.

3.6. The Professional is responsible for the accuracy of the information provided through the Subscription Form and undertakes to promptly communicate in writing to the Company any changes to such information. In the absence of such communication, any changes will not be opposable to the Company. In any case, the Professional undertakes to hold the Company harmless and indemnify it from any damage, compensation obligation, and/or sanction resulting from or in any way connected to the Professional’s violation of the rules on Platform registration.

3.7. In any case, the Company reserves the right to delete registrations that originate from:

a) a Professional with whom it has ongoing legal disputes;

b) a Professional who has violated the Contract, even in the past;

c) a Professional involved in any type of fraud;

d) a Professional who has provided false, incomplete, or otherwise inaccurate identification data, with the Company’s right to take action to protect its rights in all appropriate venues, including criminal ones, and subject to the Company’s right to claim compensation for any damage it may have suffered.

Declarations and Guarantees, Rights and Obligations of the Professional

4.1. The Professional will act with absolute autonomy and at their own exclusive entrepreneurial risk; no liability of any kind related to the performance of the Order requested by the User can, therefore, be attributed to the Company. To this end, the Professional undertakes to guarantee, indemnify, and, in any case, hold the Company harmless from any claim, action, and/or even simple annoyance (of any kind and nature) that may be brought by anyone, for any reason related to the execution of the Order requested by the User, as well as for any action, obligation, and/or prejudice resulting from claims by the User and/or third parties for acts and/or actions carried out by the Professional and/or their employees in the execution of the Order.

4.2. The Professional must personally execute the Order or through their own employee/collaborator, whose name must be communicated to the Company in advance and registered on the Platform.

4.3. The Order must be carried out with due diligence, in full compliance with the law, and within the time frame indicated by the User.

4.4. The Professional undertakes to avoid any behavior, whether by themselves or their employees/collaborators, that may in any way harm the commercial and professional image of the Company.

4.5. By registering on the Platform, the Professional confirms that they meet the following conditions:

have expertise in the field of the offered Services;

possess the skills and experience necessary to carry out the Order at the highest level;

comply with the category regulations/code of ethics to which they belong;

ensure reliability, thoroughness, and punctuality in the execution of Orders.

4.6. The Professional will be listed on the Company’s website, where their information sheet will be published. The Professional declares that they have read, understood, and accepted the “Professional Regulation” attached to this Contract and published on the Site.

4.7. To access the Platform’s services and the reserved area, the Professional must use the username (name of the individual company or corporation) and the password they have chosen. The Professional undertakes to securely store the password and keep it strictly confidential; in case of loss, theft, or loss of the password, the Professional must immediately notify the Company, which will invalidate the old password and allow the Professional to replace it with a new one. The Professional is responsible for any improper and unauthorized use of the password and the services accessible through it. The Professional also agrees to immediately inform the Company in case they suspect or become aware of improper use or unauthorized disclosure of the same. In any case in which, for any reason, the aforementioned credentials are used by third parties, other than the Professional, authorized or not by the latter, the Professional will be responsible for such use towards any third party and towards the Company.

4.8. The Professional is solely responsible for all data and information related to them on the Platform. Therefore, the Professional will be held accountable for the accuracy of what is published, in compliance with civil, administrative, criminal, and professional regulations. The Professional guarantees that the informational material inserted on the Platform is original and respects the rules regarding copyright, trademarks, patents, assuming all responsibility for the violation of these rules, expressly indemnifying the Company from any resulting financial and non-financial damage, direct and indirect. The Company reserves the right to immediately suspend the publication of the Professional’s data and contacts in case they engage in activities contrary to the law or otherwise harmful to the Company’s image and reputation, as well as to other Professionals.

4.9. The Professional may use the Brand, taking charge of all expenses and taxes resulting from said use, according to the Company’s standard formats and graphic layout, using the expression “Partner of AssistApp.”

4.10. The Professional may benefit from special conditions established for the Services provided among Professionals, if available.

4.11. In case of the execution of a Service different from the one indicated by the User, the Professional and the Company, at its sole discretion, may invite the Professional to perform the Service requested by the User.

4.12. The Professional is aware that the obligations assumed by the Company with this agreement are obligations of means and not of results, and there is no guarantee of a minimum number of service requests by Users.

Rights and Obligations of the Company

5.1. The Company undertakes to include the Professional in its Platform, according to the information and data provided by the Professional at the time of joining, reserving the right to verify the correctness of the requested changes.

5.2. In order to ensure high-quality service standards, the Company may carry out checks to verify the regular and punctual performance of the Professional’s work.

Duration, Right of Withdrawal, Notice to Perform, and Express Termination Clause

6.1. This Contract is indefinite. It is effective from the date the Professional receives the Welcome Email from the Company on the Platform.

6.2. The Company may terminate the Contract: (a) at any time and without providing any justification, by sending a registered letter with acknowledgment of receipt or certified email with a notice of at least 15 days. The termination exercised by the Company in accordance with this article will not entail the payment of any penalties, refunds, compensation, or consideration to the Professional. However, the Company retains the right to claim compensation for any damage it may suffer due to the termination of the Contract, and the Professional remains obligated to pay any amount to the Company that may be due under the Contract even after its termination.

6.3. The Professional may terminate the Contract at any time and without any justification by sending a registered letter with acknowledgment of receipt or certified email, with a notice of at least 15 days. The exercise of the right of withdrawal by the Professional in accordance with this article does not release the Professional from the obligation to pay any amount to the Company that may be due under the Contract, even after the Contract’s termination.

6.4. Notwithstanding what is provided in Articles 6.2. and 6.3. above, each Party may also terminate the Contract immediately if one or more of the following circumstances occur:

a) one Party is subjected to liquidation procedures, including voluntary liquidation (except in cases of restructuring and merger), a preventive arrangement, or any other insolvency or similar out-of-court procedure;

b) seizure or forced sale of more than 10% (ten percent) of one Party’s assets, as shown in the last approved balance sheet or financial statement;

c) appointment of a judicial administrator of one Party’s assets or business. The termination exercised under this article will not entail the payment of any penalties, refunds, compensation, or consideration to the non-terminating Party. The Professional remains obligated to pay any amount to the Company that may be due under the Contract even after its termination.

6.5. Without prejudice to what is provided in Article 6.6. below, in the event of a violation of any clause of this Contract, the non-breaching Party may assign in writing, by registered letter with acknowledgment of receipt or certified email, to the breaching Party a term, not less than 15 (fifteen) working days, within which the breaching Party must remedy its violation, with the explicit warning that, in case of non-compliance within the assigned term, this Contract will terminate automatically, pursuant to Article 1454 of the Civil Code, if the breach is not remedied within the notice period. The above is without prejudice to other termination scenarios provided for in the Contract.

6.6. Without prejudice to what is provided in other provisions, the Company shall have the right to terminate the Contract, in accordance with and for the purposes of Article 1456 of the Civil Code, by sending a registered letter with acknowledgment of receipt or certified email in the event that (i) the Professional fails to fulfill the obligations arising under Articles 3, 7, 8, and 9; (ii) any representation and warranty provided by the Professional in the Contract proves to be untrue when it was made or subsequently; (iii) the Company receives 5 or more complaints from Users regarding the Professional; (iv) the Professional, except in cases of force majeure, fails to perform, even partially, 3 or more Orders; (v) the Professional publishes texts or images that harm public decency or are misleading in relation to the indicated professional category; (vi) the Professional communicates with Users through channels external to the Platform.

6.7. Termination of the Contract under Articles 6.5. and 6.6. above does not affect the Company’s right to claim damages and does not release the Professional from the obligation to pay any amount to the Company that may be due under the Contract even after its termination.

6.8. Upon termination and withdrawal, for any reason, the Professional must immediately cease using the Brand and the Company’s name.

Intellectual Property Rights of the Company

7.1. The User undertakes to:

(a) not use signs identical or similar to the Company’s Brand in their company name;

(b) not use signs similar to the Company’s Brand in any capacity;

(c) not file trademark registration applications for signs identical or similar to the Company’s Brand;

(d) not request the assignment and not use domain names featuring signs identical or similar to the Company’s Brand and/or Domain; (e) not file any registration application concerning, for illustrative purposes, texts, images, sounds, or other materials communicated by the Company under the Contract, and, in any case, applications for other intellectual property rights concerning materials identical or similar to those covered by the Company’s intellectual property rights.

7.2. In any case, the User undertakes to transfer to the Company – upon the Company’s simple request and without the User being entitled to any sum – any trademark registrations, domain names, or other intellectual property rights obtained, directly or indirectly, in violation of the Contract, without prejudice to the Company’s right to claim compensation for any damages and/or greater damages.

7.3. The obligations under this article apply worldwide and remain in force even after the termination of the Contract for any reason.

7.4. The Company declares and guarantees, for the entire duration of the Contract, to have the rights to the Company’s Brand and Domain.

Exclusive Rights

8.1. The Company is the creator and author, in accordance with Law No. 633 of April 22, 1941, and subsequent amendments and additions, of the Website, and all rights are reserved.

8.2. The Platform, Website, Software, computer architecture of the Website, codes, methods, algorithms, instructions representing technical, creative, or organizational improvements, updates, releases, and any and all applications to the Platform, results, or findings, whether used or developed by the Company – or by third parties commissioned by the Company – for the coordination and interaction of platforms or for the creation, activation, online management of the Website, the Platform, and the informative elements published on the Website, and/or for the provision of Services are the property of the Company. In particular, the Company is recognized as the full owner of the software, know-how, computer programs (application and operational), codes, their adaptations, modifications, and customizations, instructions, and documents, expressed in any form, installed or to be installed, including those related to and/or developed in connection with the Website, the Platform, the databases, the Website’s layout, the online management of the same, and the information and data contained therein, and in general, in the execution of this Contract.

8.3. The User undertakes not to use the Company’s Brand in any way (not even on advertising, commercial, promotional, or similar materials) without the prior written consent of the Company. The User also undertakes not to express themselves in any way (whether positive or negative) regarding the commercial relationship with the Company.

8.4. The obligations under this article apply worldwide and remain in force even after the termination of the Contract for any reason.

Obligation of Confidentiality

9.1. Each Party undertakes, for the entire duration of the Contract and even thereafter, to keep confidential, not disclose, neither directly nor indirectly, not communicate to third parties, or in any case, publish in any form or make accessible to the public the Confidential Information that has been disclosed by the other Party. Each Party undertakes to ensure that its obligation of confidentiality is observed by its employees, consultants, collaborators, and third-party contractors, and shall be liable for the actions of such assistants if they have unlawfully disclosed to third parties, disseminated, published in any form, or made accessible to the public the Confidential Information.

Company’s Responsibility

10.1. The Company, as the technical-operational manager of the Platform, undertakes to do everything within its capabilities and competences to ensure the execution of Orders.

10.2. The Company shall not be liable to the Professional or third parties in the event of delays, malfunctions, and/or interruptions of the Website’s activity or in the provision of services caused by: force majeure or unforeseeable circumstances; interruption of the supply of electricity; lack of connectivity, Software errors, hardware failure, problems with databases, malfunctions, failure to provide pages and/or images, errors in algorithms, and, in general, malfunctions of the Platform, even if attributable to a third party, including any suppliers used by the Company, without prejudice to cases of willful misconduct and/or gross negligence on the part of the Company.

10.3. The Order is concluded directly between the Professional and the User. Therefore, the Professional is and remains solely and exclusively responsible for the conclusion and execution of the Order, with the Company being unrelated and exempt from any liability arising from the execution or non-execution of the Order. The Professional undertakes, from now on, to hold the Company harmless and indemnified from any liability of any kind arising from or in any way connected to the non-conclusion and/or execution and/or non-execution of the Order.

Relationship Between the Company and the Professional

11.1. The Professional and the Company are independent and autonomous legal entities with respect to each other. Nothing in the Contract can be construed to suggest that an association, joint venture, agency or franchise agreement, mandate contract, representation relationship, subordinate employment relationship, or any equivalent relationship of co-representation, subordination, or coordination has been or is being created between the Professional and the Company.

11.2. The Contract in no way establishes an exclusive relationship between the Professional and the Company. Nothing expressed, indicated, or implied in the Contract is or can be intended to determine, for individuals other than the Professional and the Company, the emergence of rights, powers, claims, and/or demands regarding the subject matter of the Contract. The Contract and all related terms, conditions, representations, indemnities, warranties, and provisions therein are intended to be, and are solely for the exclusive benefit, as the case may be, of the Company, the Professional, and/or the Users. The Professional is and will be solely and exclusively responsible – towards the Company, Users, and/or any other party, even unrelated to the Contract – for the use that third parties, authorized by the Professional or not authorized by the Professional, make of the authentication credentials, the Website, the Platform, and the Platform’s Services.

Applicable Law and Dispute Resolution

12.1. The relationships between Professionals and the Company, as well as the provision of Services by Professionals to Users, are governed by Italian law.

12.2. The Company’s objective, in the event of disputes between it and Users, is to offer neutral and economically convenient tools to promptly resolve any disputes that may arise. In this regard, we invite Users to contact us immediately to amicably resolve any disputes that may arise or have arisen.

12.3. The Company is subject to the application of “REGULATION (EU) 2019/1150 of 20 June 2019 promoting fairness and transparency for business users of online intermediation services.” The Company has therefore established an internal complaint system pursuant to Article 11 of said Regulation. Users can submit a complaint under Article 11 of EU Regulation 2019/1150 by sending an email to the following address: complaints@assist-tap.com.

12.4. If the dispute that has arisen is not resolved through the aforementioned internal complaint system, it can be referred to the following mediation bodies: a) Forensic Mediation Body of Rome, located at 00192 Rome, Via Attilio Regolo 12/d (tel. 06/64520975) and in room 103 of the Ordinary Court of Rome (tel. 06/45411346), fax 06/45411301, email segreteria@mediazioneforenseroma.it, and certified email pec segreteria@pec.mediazioneforenseroma.it; b) Arbitra Camera (Chamber of Commerce of Rome), with its operational headquarters at 00187 Rome, Via dell’Umiltà, 48 (tel. 06/6787758 and 06/69797165 – Fax 06/69922473), email segreteria@arbitracamera.it, and certified email arbitracamera@legalmail.it.

Privacy

13.1. The User declares to have received from the Company the information required by the GDPR and Legislative Decree No. 196/2003 and expressly consents to the processing of their personal data in the execution of this agreement, in accordance with the aforementioned information.

Changes to the General Conditions

14.1. The Company reserves the right to modify the terms and conditions contained in this Contract at any time and at its sole discretion. Except as provided in Article 15.6 below, all changes will be effective ten (10) days after being communicated to Users via email.

14.2. In the event that the changes made by the Company concern the cost policy for joining the Platform, the Company will send the User written notice by registered letter with return receipt or via certified email (PEC), including the subject of the modification and its effective date. The notice must be sent at least 20 days before the effective date of the modification. The User may terminate the Contract up to the day before the effective date of the modification. In the absence of termination within the specified period, the modification will be considered approved and effective on the indicated date.

Miscellaneous

15.1. The Contract replaces and annuls any previous agreements, including verbal ones, that may have existed between the User and the Company regarding the subject matter of the Contract and represents, along with the preambles and attachments, the entire agreement between the User and the Company. The tolerance, even if extended, of one Party in relation to violations of the Contract, even serious ones, by the other Party does not imply either acquiescence of the non-breaching Party to such violations or a waiver of the rights of the non-breaching Party with respect to such violations under the Contract and/or applicable law.

15.2. User registration on the Platform constitutes the User’s full and unconditional acceptance of the Contract, its terms, and the conditions provided therein, as well as the attachments to the Contract.

15.3. The official language of the Contract and all related documentation is Italian. Any translations into other languages are provided for convenience only. In the event of a conflict and/or contradiction between the Italian version of the Contract and/or the documentation related to the Contract and a translation thereof, the Italian version shall prevail.

15.4. The User may not assign the Contract without the prior written consent of the Company.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, as well as Articles 33, 34, 35, and 36 of Legislative Decree 205/2006, the User declares to have carefully read, become aware of, and expressly approve the provisions of the following articles: 2. Registration on the Platform – Client; 3. Registration on the Platform – Service Provider; 4. Declarations and warranties, rights and obligations of the Service Provider; 6. Duration, right of withdrawal, notice to perform, and express termination clause; 12. Applicable law and dispute resolution; 13. Privacy; 14. Changes to the General Conditions.