Terms & Conditions

This document (hereinafter the "Agreement") governs the purchase and use of the subscription to the Bynor SaaS platform and is entered into between the Customer and Bynor SRL at the moment when the Customer, at the end of the online checkout handled by Stripe, ticks the acceptance checkbox and completes the activation of the subscription. This acceptance constitutes express consent to all of the clauses below, including those requiring specific approval pursuant to Articles 1341 and 1342 of the Italian Civil Code (referred to in Article 20).

1. Parties

Provider

• Company name: Bynor SRL (hereinafter "Bynor" or the "Provider")
• Registered office: Milano (MI), Via Giuseppe Pogatschnig 40, 20148, Italy
• VAT number: 14800270960
• Email: [email protected]

Customer

The natural or legal person whose identification details (first and last name or company name, address, email, VAT number or Italian tax code, and any SDI recipient code / PEC certified email address for electronic invoicing) were provided during the Stripe checkout and are associated with the subscription.

2. Intended users of the service and capacity to contract

The service is intended for professionals, businesses, creators, agencies and, in general, persons of legal age who use it for professional, organizational or business purposes. The Customer warrants that they have the legal capacity to enter into contracts and, where they act on behalf of a legal person, that they have the power to validly bind it.

Where the Customer enters into the Agreement as a consumer within the meaning of Article 3 of Italian Legislative Decree No. 206/2005 (the Italian Consumer Code), the specific protections referred to in Article 12 apply.

3. Subject matter

This Agreement governs the purchase of a recurring subscription to the Bynor SaaS platform (https://app.bynor.ai), under the plan and with the billing cycle (monthly or annual) selected by the Customer at checkout, as described in Article 4.

The Customer acknowledges that certain features are expressly marked as "Coming soon" and are part of the product roadmap governed by Article 7.

4. Plans, prices, VAT, term, renewal and cancellation

4.1 Plans and prices

The subscription is available in the following plans, billed monthly or annually at the Customer's choice, in addition to the Enterprise plan governed by Article 4.1-bis. All prices shown are net of VAT (VAT excluded): the applicable VAT is added at checkout as set out in Article 4.2.

The detailed description of the features and quotas (number of brands, AI messages, Content Plan posts and other limits) included in each plan is the one published on the Pricing page as of the date of subscription, which the Customer declares to have reviewed and which is incorporated into this Agreement by reference (per relationem).

4.1-bis Enterprise plan (per-brand fee)

As an alternative to the plans under Article 4.1, the Enterprise plan is available: its fee is calculated based on the number of brands selected by the Customer. The unit price per brand decreases as the number of brands increases and applies to all brands included in the subscription; the total applicable fee is the one shown at checkout before the order is confirmed or, in the case of negotiated terms, the one stated in the written offer accepted by the Customer.

The Enterprise plan requires a minimum of 9 (nine) brands and is currently available with monthly billing only. The Customer may increase or reduce the number of brands at any time, subject to the minimum: the change takes effect immediately and the fee is recalculated with a pro-rata adjustment over the current billing period, by way of derogation from the plan-change rules under Article 4.7.

The free trial period under Article 4.3 and the promotional offers under Article 4.4 do not apply to the Enterprise plan, unless otherwise agreed in writing. Except as expressly derogated from in this Article, all other provisions of the Agreement apply to the Enterprise plan.

4.2 VAT and taxes

Prices are stated net of VAT. Value added tax and any other applicable tax or duty are calculated automatically and added to the amount at checkout and at each renewal, based on the Customer's tax status and country. Customers acting in the course of a business, trade or profession may enter their VAT number at checkout so that the correct tax regime is applied (including, where applicable, the reverse charge mechanism for EU taxable persons). It is the Customer's responsibility to provide correct and up-to-date tax details.

4.3 Free trial period

A free trial period of 7 (seven) days is available for the Starter plan. A valid payment method is required to start the trial and is not charged during the trial period. At the end of the 7 days, unless the Customer cancels before the trial expires via the Stripe Customer Portal or by email to [email protected], the subscription automatically continues as a paid subscription at the price of the selected Starter plan and the payment method is charged. The free trial is reserved for new customers and may be used once only for each Customer and/or payment method.

4.4 Promotional offers

Bynor may make promotional offers available from time to time. The terms of each offer (amount and duration of the discount, eligible billing cycle and any conditions of use) are those stated on the offer page or at checkout at the time of sign-up and prevail, to the extent specifically provided, over this Article. Unless otherwise stated, promotional offers are reserved for new customers, may be used once only for each Customer and/or payment method and cannot be combined with the free trial; when the discount expires, the subscription automatically continues at the full price of the plan.

4.5 Term and automatic renewal

The subscription runs for the length of the selected billing cycle (monthly or annual), starting from the date the first payment is successfully completed (or, in the case of a free trial, from the date of conversion into a paid subscription). At the end of each period, the subscription renews automatically for a period of equal length, with the fee then in force charged to the payment method on file, unless the Customer cancels in accordance with Article 4.6.

4.6 Cancellation

The Customer may cancel the subscription at any time, with no penalties, via the Stripe Customer Portal (accessible from the link sent by email or from the account settings) or by sending a notice to [email protected]. Cancellation takes effect at the end of the current billing period: the Customer keeps access to the service until that date and no refund is due for the fee relating to the current period, without prejudice to Article 12 for consumers and to Articles 7.3 and 7.4.

4.7 Plan changes

The Customer may change their plan from the Stripe Customer Portal. An upgrade to a higher plan takes effect immediately, with the fee adjusted pro-rata over the remaining period. A downgrade to a lower plan takes effect from the next renewal. If the billing cycle is changed (from monthly to annual or vice versa), the terms and prices of the new cycle apply from the effective date chosen when making the change.

4.8 Price changes

Bynor may change subscription prices. Price changes do not affect the period already paid for and apply from the next renewal. Bynor notifies the Customer of any change to the price applicable at renewal at least 30 (thirty) days in advance by email, so that the Customer may, if they wish, cancel before the automatic renewal in accordance with Article 4.6.

4.9 Invoicing

The electronic invoice is issued within the timeframes required by law, based on the details provided at checkout. It is the Customer's responsibility to provide a correct SDI recipient code, PEC address and tax details.

5. Payment methods (Stripe)

Payment and subscription management take place exclusively through Stripe Payments Europe Limited ("Stripe"). The Customer acknowledges that:

• Bynor does not receive or store payment details (card number, expiry date, CVV); such data is processed directly by Stripe under its own privacy notice and terms of service;
• to manage subscriptions, renewals, plan changes, payment instruments and cancellations, Bynor uses the Stripe Customer Portal, which the Customer accesses from the link sent by email or from the account settings;
• if a payment attempt fails at renewal, Bynor (through Stripe) may retry the charge under Stripe's "Smart Retries" policies, informing the Customer accordingly. Failure to pay by the end of the grace period results in suspension and subsequent automatic termination of the subscription under Article 14.

6. Activation and access

Once payment is confirmed (or the free trial starts), the Provider enables access to the service on the email address provided at checkout. Activation normally takes place within 1 (one) business day. Access is through personal credentials or authentication with supported third-party providers.

7. Service features and roadmap

7.1 Included features

The included features are those described as active on the Pricing page and on the product pages of the website, depending on the selected plan. By way of example and without limitation:

• connection of social media accounts (Instagram and Facebook via Meta, TikTok) through OAuth;
• import and display of insights, metrics, content, comments and messages from the connected platforms, within the limits of the authorized scopes and of the platforms' own terms;
• planning, preparation and publishing of multi-platform content;
• unified inbox for managing comments and messages;
• AI Control Center (chatbot, caption generation, suggestions, classifications) within the plan's monthly limit;
• AI-generated Content Plan, within the plan's limit;
• Strategic AI onboarding and custom tone of voice.

7.2 "Coming soon" features

The features marked on the website as "Coming soon" (by way of example: advanced competitor analysis, PDF export, granular roles and permissions, approvals and delegation, AI voice mode, AI covers for Reels, AI viral content reposting, real-time sentiment + crisis alerts, LinkedIn / Twitter-X / Threads integrations, talent agency dashboard, client portal, production team workflows, ads integration, CRM integration, influencer campaign tracking) constitute an evolving product roadmap.

The Customer acknowledges and accepts that:

• such features are not guaranteed in terms of release date, exact functional scope or target platform;
• any delay in, or failure to implement, one or more "Coming soon" features does not constitute a breach by Bynor and does not entitle the Customer to full or partial refunds, fee reductions or termination, except as provided in Article 7.3;
• Bynor may modify, rename, replace or withdraw individual "Coming soon" features before their release.

7.3 Substantial unavailability of the service

"Substantial unavailability" means the situation in which, for reasons attributable to Bynor, all of the features described in Article 7.1 are unusable for more than 7 (seven) consecutive days.

In that case the Customer may, by PEC certified email or by email to [email protected] containing a formal notice to perform (diffida ad adempiere) with a deadline of no less than 15 days, terminate the Agreement and obtain a pro-rata refund of the fee for the period already paid and not used, with any further claim for damages excluded except in cases of willful misconduct or gross negligence.

7.4 Product evolution

Bynor reserves the right to evolve, update and improve the service. Changes to the included features that are improvements or equivalent do not require the Customer's consent. Changes that are detrimental and not marginal (removal of a feature included in the plan, reduction of quota limits by more than 10%) will be notified to the Customer at least 30 days in advance and entitle the Customer to terminate at no cost, obtaining a pro-rata refund of the remaining fee already paid.

8. Account, credentials and use of the platform

Access is through personal credentials or authentication with supported third-party providers. The Customer undertakes to:

• provide truthful and up-to-date information;
• keep their credentials safe with the diligence required by the professional nature of the service;
• not share access beyond the limits of the plan (number of brands, any roles and permissions);
• promptly report to [email protected] any unauthorized use or suspected compromise of the account.

Using the service in breach of the plan's quota limits (brands, AI messages, Content Plan posts) may trigger automatic blocks (HTTP 402, Upgrade required). To go beyond the limits, the Customer may upgrade in accordance with Article 4.7.

9. Integrations with third-party social media platforms

Use of Instagram and Facebook (via Meta) and TikTok through Bynor, and of any other social media providers integrated in the future, remains subject, cumulatively, to the terms, API policies and rules of the respective platforms. The Customer is responsible for:

• having obtained valid authorizations to connect the social media accounts to Bynor;
• complying with the third-party providers' terms, including their policies on content, automation, advertising and copyright;
• keeping the permissions granted through OAuth active and legitimate;
• not using Bynor to circumvent contractual or technical restrictions of the third-party platforms.

Bynor is not liable for restrictions, suspensions, changes or terminations applied by the third-party platforms to their respective services or APIs, nor for any changes affecting Bynor features that depend on such platforms.

10. AI features

Bynor's AI features produce automatically generated suggestions, classifications, summaries, transcriptions and content. The Customer acknowledges that:

• AI outputs may contain errors, inaccuracies, omissions or assessments that are not perfectly accurate;
• AI outputs are assistive in nature: they must be checked by a human operator before being published, sent to third parties or used as the basis for significant decisions;
• Bynor does not guarantee the originality, completeness, regulatory compliance or fitness for a specific purpose of AI outputs without human review;
• it is forbidden to use Bynor for practices prohibited by Regulation (EU) 2024/1689 (the AI Act) or by other applicable rules, including manipulative, deceptive or discriminatory practices or practices that infringe fundamental rights.

11. Customer data, content and intellectual property

The Customer retains ownership of (or, in any case, responsibility for) the data, content, media, messages, comments and materials uploaded, imported or processed through Bynor.

The Customer represents and warrants that they:

• hold all rights, permissions and legal bases required for the uploaded content and the imported data;
• will not upload content that is unlawful, defamatory, discriminatory or deceptive, or that infringes third-party rights or confidentiality obligations;
• will not process special categories of data or highly sensitive data through the platform without a suitable legal basis and adequate technical and organizational measures.

The platform, software, source code, documentation, system prompts, templates, design, trademarks and logos of Bynor remain the exclusive property of Bynor SRL or its licensors. Nothing in this Agreement transfers to the Customer any intellectual property rights in the platform or its components.

The processing of personal data is governed by Bynor's Privacy Policy and, where applicable, by the Data Processing Agreement for the part in which Bynor acts as a data processor on behalf of the Customer.

12. Consumer right of withdrawal

The provisions of this Article apply exclusively to Customers acting as consumers within the meaning of Article 3 of the Italian Consumer Code. Subscriptions taken out by businesses, professionals, sole traders with a VAT number, entities and, in general, parties acting for purposes related to their own business are excluded from the application of this Article.

12.1 Withdrawal period

The consumer has the right to withdraw from the Agreement, without giving any reason, within 14 (fourteen) days of the conclusion of the Agreement, pursuant to Articles 52 to 59 of the Italian Consumer Code.

12.2 How to exercise the right

Withdrawal is exercised by sending an explicit statement to [email protected] containing:

• the Customer's first name, last name, email address and the Stripe transaction reference;
• a statement that they wish to withdraw from the Bynor Agreement.

The Customer may also use the model withdrawal form annexed to the Italian Consumer Code. Withdrawal is deemed timely if the notice is sent within the 14-day period. Alternatively, the Customer may cancel the subscription at any time from the Stripe Customer Portal in accordance with Article 4.6.

12.3 Effects of withdrawal

Bynor refunds the Customer the payments received, within 14 days of receiving the withdrawal statement, using the same payment instrument used by the Customer, unless otherwise agreed and without prejudice to Article 12.4.

12.4 Early performance of the service and loss of the right of withdrawal

By selecting the immediate performance option at checkout (immediate access to the platform), the consumer expressly requests that performance of the Agreement begin before the 14-day period expires. In that case:

• if the consumer withdraws when the service has been provided only in part, they must pay Bynor an amount proportional to what has been provided up to the time of withdrawal, calculated pro-rata on the fee for the period and on the days of actual use, plus VAT;
• pursuant to Article 59(1), letter o), of the Italian Consumer Code, the right of withdrawal is excluded where the digital service has been fully performed or where, in the case of the supply of digital content not on a tangible medium, performance has begun with the consumer's express consent and their acknowledgment that they would consequently lose the right of withdrawal;
• the Customer acknowledges that consumption-based AI features (AI Control Center messages, Content Plan generations, etc.) constitute the supply of digital content not on a tangible medium.

No charge is made during any free trial period; the consumer may cancel at any time before the end of the trial, at no cost, in accordance with Article 4.3.

13. Service availability

Bynor undertakes to apply the professional diligence required to keep the service operational. Bynor does not guarantee absolute continuity or the absence of errors. Interruptions may occur due to:

• scheduled maintenance, normally announced with reasonable notice;
• technical failures, security incidents, cyberattacks;
• unavailability or restrictions on the part of hosting or AI providers or of third-party social media platforms;
• force majeure events under Article 16.

Interruptions lasting less than 24 consecutive hours in total do not constitute a breach. Longer interruptions are subject to the substantial unavailability rules under Article 7.3.

14. Suspension and termination

Bynor may suspend or restrict access to the service, including without notice in urgent cases, where it detects:

• non-payment of the fee after any automatic charge attempts through Stripe;
• breaches of this Agreement, of the terms of third-party social media platforms, or of the law;
• unlawful, fraudulent, abusive or dangerous uses of the service;
• reasoned requests from the competent authorities.

Bynor may terminate the Agreement pursuant to Article 1456 of the Italian Civil Code (express termination clause) by written notice in the event of a breach of the clauses expressly identified as essential (Articles 8, 9, 10, 11 and 14 of this Agreement), without prejudice to its right to compensation for damages.

The Customer may cancel the subscription in accordance with Article 4.6. Except as provided for consumers in Article 12 and in the cases under Articles 7.3 and 7.4, cancellation does not entitle the Customer to a refund of the fee already paid for the current period.

15. Limitation of liability

To the maximum extent permitted by law:

• Bynor is not liable for indirect damages, loss of profit, loss of opportunity, reputational damage, loss of followers, loss of engagement, or loss of data or content arising from use of the service, from acts of third-party providers (including social media platforms) or from acts of the Customer;
• Bynor's total liability towards the Customer, except in cases of willful misconduct or gross negligence and subject to mandatory provisions of law, is limited to the fees actually paid by the Customer in the 12 months preceding the event giving rise to the damage.

Bynor bears no liability whatsoever for:

• content published by the Customer or through third-party accounts under their control;
• decisions made by the Customer on the basis of AI outputs without human review;
• restrictions, suspensions or penalties imposed on the Customer by third-party social media platforms.

These limitations do not apply to personal injury, willful misconduct, gross negligence or cases where mandatory law excludes or restricts limitations of liability.

16. Force majeure

Neither Party is liable for any failure to perform, or delay in performing, due to force majeure events, meaning unforeseeable events beyond the control of the affected Party, including, by way of example, natural disasters, acts of public authorities, conflicts, general strikes, systemic cyberattacks, network outages, and prolonged unavailability of infrastructure providers or of third-party social media platforms.

17. Notices

Notices between the Parties are normally sent by email, to the address provided at checkout (for the Customer) and to [email protected] (for Bynor). Notices requiring a qualified form are sent by PEC certified email or by registered letter with return receipt. The Customer must keep their contact details up to date.

18. Assignment

The Customer may not assign the Agreement without Bynor's written consent. Bynor may assign the Agreement, including as part of extraordinary transactions (transfer of business, merger, demerger), to third parties that fully take over its contractual position, giving the Customer prior notice; the Customer may terminate at no cost within 30 days of the notice, obtaining a pro-rata refund of the remaining fee already paid.

19. Changes to the Terms & Conditions

Bynor may amend this Agreement to adapt it to developments in the service, to technical or organizational needs, or to new legal requirements. Amendments are notified to the Customer by email and/or through a notice on the platform, with reasonable advance notice before they take effect. Amendments that are not marginal and that affect the Customer's rights entitle the Customer to cancel the subscription before they enter into force, in accordance with Article 4.6. Continued use of the service after the amendments take effect constitutes acceptance of them.

20. Specific approval of onerous clauses

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that they have read, understood and specifically approved, by ticking the acceptance checkbox presented at checkout and completing the activation, the following clauses:

• Article 4.5 (automatic renewal);
• Article 4.8 (price changes);
• Article 7.2 (no guarantee regarding "Coming soon" features);
• Article 7.4 (changes to the service);
• Article 9 (Customer's responsibility for integrations with third-party social media platforms);
• Article 10 (exclusion of warranty on AI outputs);
• Article 13 (service availability without SLA);
• Article 14 (right of suspension and termination);
• Article 15 (limitation of liability);
• Article 18 (assignment of the Agreement);
• Article 19 (changes to the Terms);
• Article 21 (governing law and jurisdiction).

21. Governing law and jurisdiction

This Agreement is governed by Italian law.

Any dispute arising out of or connected with the Agreement falls under the exclusive jurisdiction of the Court of Pistoia (Italy), except, for Customers acting as consumers, for the mandatory jurisdiction of the court of the place where the consumer resides or has their elective domicile, pursuant to Article 66-bis of the Italian Consumer Code.

For disputes with consumers, the European Commission's Online Dispute Resolution platform is also available: ec.europa.eu/consumers/odr

22. Documents incorporated by reference

The following form an integral part of this Agreement, to the extent they apply:

• the Pricing page published on the website as of the date of subscription, for the detailed description of the features and quotas of each plan;
• Bynor's Privacy Policy;
• Bynor's Cookie Policy;
• where applicable, the Data Processing Agreement.

In the event of a conflict between this Agreement and the other documents, this Agreement prevails, unless the later or more specific document (DPA, special terms signed between the Parties) provides otherwise.

23. Contact details

• Commercial and contractual email: [email protected]
• Privacy email: [email protected]
• Address: Bynor SRL, Via Giuseppe Pogatschnig 40, 20148 Milano (MI), Italy
• VAT number: 14800270960