Keletes General Terms of Service

Version 1.0, effective from 03/10/2026. English translation provided for convenience only: in case of discrepancy, the Italian text prevails (art. F4.2).

General part

Art. 1 — Provider and definitions

1.1 These General Terms (“GT”) are issued by Keletes S.a.s. di Daniele Draganti & C., registered office at Via Donatori del Sangue 55, 21052 Busto Arsizio (VA), Italy, VAT no. IT02585890128, e-mail administration@keletes.com, certified e-mail (PEC) administration@pec.keletes.com (“Keletes”).

1.2 Definitions:

• Customer: the business or professional entering into the Contract.
• Platform: the Keletes software (3D engine, configurator, backend, APIs, management panel), delivered as a cloud service.
• Configurator: the instance of the Platform customised for the Customer and integrated into its channels.
• Setup Services: the custom activities described in Section A.
• Subscription: access to the Platform under the chosen Plan, described in Section B.
• Order: the document by which the Customer purchases the services, whatever the channel (online order, Subscription sign-up, accepted quotation or order form, order sent by e-mail or PEC).
• Customer Content: drawings, models, images, logos, price lists, texts, product data (e.g. dimensions, weights, materials, physical and mechanical characteristics, load capacities, compatibility between components) and any other data supplied by the Customer.
• Deliverables: 3D models, textures, configuration rules, software code and customisations, price list and logic for calculating product data according to the selected configuration, produced by Keletes for the Customer on the basis of the Customer Content.
• End Users: visitors to the Customer’s channels who use the Configurator.
• Customer Technical Contacts: the persons, internal staff or external suppliers, appointed by the Customer to manage its websites and IT systems and to integrate the Configurator into them.
• Contract: the Order, the GT and their annexes taken together.

Art. 2 — Scope and order of precedence

2.1 The GT govern every supply by Keletes. Section A applies to Setup Services; Section B to the Subscription.

2.2 In case of conflict, the following prevail in this order: written agreements signed by both parties, Order, annexes, Sections A/B, General part.

2.3 The Customer’s general terms do not apply, even if referred to in its orders, unless accepted in writing by Keletes.

Art. 3 — Business customers only

3.1 The services are reserved for businesses and professionals acting for professional purposes. The Customer declares that it is not a consumer and provides a valid VAT number.

Art. 4 — Conclusion of the Contract

4.1 The Contract is concluded when: (a) the Customer completes the online order or Subscription sign-up by signing its acceptance of the GT with an electronic signature, including a simple one via OTP code; (b) Keletes receives the quotation or order form signed by the Customer, by handwritten signature (including a scanned copy) or electronic signature; or (c) the Customer makes the first payment relating to a quotation or pro forma invoice that refers to the GT and provides that payment constitutes acceptance (art. 1327 Italian Civil Code). In all cases the GT are made available to the Customer before the Contract is concluded. In all cases the specific approval of art. F6 requires a separate signature by the Customer: a second, distinct electronic signature field for channel (a), which may be confirmed with the same OTP code; the dedicated space in the order document for channels (b) and (c). Payment does not replace that signature.

4.2 Keletes sends confirmation of the Order with a downloadable copy of the GT. Keletes may refuse an Order within 5 business days, refunding any amount collected.

4.3 Whoever accepts on behalf of the Customer declares that they have the authority to do so.

4.4 Keletes’ performance obligations, including the start of Setup Services and the activation of the Subscription, begin on receipt of the signature of art. F6. The time limits of arts. A3.1 and B2.1 also run from that date.

Art. 5 — Customer obligations

5.1 The Customer:

1. supplies complete and correct Customer Content, free from third-party rights, in good time;
2. checks all information generated or displayed by the Configurator, including prices, codes, product data and calculated values, technical drawings, feasibility and compatibility of configurable combinations, before publishing it, and remains solely responsible, towards its own customers and third parties, for any information made available through the Configurator and for the offers made to its customers;
3. through its Technical Contacts, handles integration into its own websites and systems and their technical suitability;
4. keeps its credentials safe and is responsible for their use by its staff;
5. does not decompile, copy or resell the Platform, circumvent its technical limits or use it to develop competing products.

5.2 The Customer indemnifies Keletes against third-party claims arising from Customer Content or from breach of clause 5.1.

Art. 6 — Fees and payment

6.1 Prices are those in the Order or in the current Price List, always excluding VAT.

6.2 Invoices are payable within 30 days of the invoice date, unless the Order states otherwise. Subscription fees are payable in advance.

6.3 Late payment accrues default interest under Italian Legislative Decree 231/2002, plus fixed compensation of €40 per invoice.

6.4 Once 15 days have passed from the due date and after a written reminder, Keletes may suspend the services until payment in full, without liability. Suspension does not stop fees from accruing.

Art. 7 — Intellectual property

7.1 The Platform, the code, the 3D engine, the templates, the know-how and their developments remain the exclusive property of Keletes. The Customer receives only the rights of use expressly granted.

7.2 Customer Content remains the Customer’s property; the Customer grants Keletes a non-exclusive, royalty-free licence to use it solely for the purposes of the Contract.

7.3 Deliverables: the Customer has the right to use the Deliverables within the Platform for the duration of the Subscription; export of the 3D models for external use is available for a fee according to the Price List. Source code is neither exported nor assigned.

7.4 Keletes may cite the Customer’s name and logo as a reference, unless the Customer objects in writing.

Art. 8 — Confidentiality

8.1 The parties keep confidential any non-public information received (price lists, drawings, technical data, prices), use it only for the Contract and protect it with the same care they use for their own. This obligation lasts 3 years after termination of the Contract.

Art. 9 — Personal data

9.1 Each party processes the other’s contact data as an independent controller, in accordance with its own privacy notice. Keletes’ notice is its Privacy Policy.

9.2 The Platform does not collect identity data of End Users. Keletes processes only:

1. as independent controller, technical browsing data (e.g. IP addresses, system logs) and information on the configured combinations and products requested, for the operation, security and improvement of the service, as described in the Keletes Privacy Policy;
2. as processor under art. 28 GDPR on behalf of the Customer, which is the controller, any personal data entered in the free-text fields of configurations, under the terms of the DPA Annex, which forms part of the Contract.

9.3 The Customer is responsible for privacy notices, consents and cookie banners on its own websites. In its privacy notice it states that the Configurator is used and refers to the Keletes Privacy Policy for the processing in clause 9.2 no. 1. It does not ask End Users to enter, nor does it itself enter, personal data in free-text fields beyond what is necessary, and in any case excludes special categories of data (art. 9 GDPR).

Art. 10 — Warranties and limitation of liability

10.1 Keletes performs the services with professional diligence and according to the state of the art. It does not warrant that the Platform is error-free or uninterrupted; the service levels of the SLA are targets within the meaning of art. B4.1.

10.2 Keletes is not liable for: indirect damage, loss of profit, loss of business or loss of data not attributable to Keletes; errors arising from Customer Content; malfunctions of websites, hosting, networks or systems of the Customer or of third parties.

10.3 Keletes’ aggregate liability, for all damaging events and on any legal basis, may not exceed the fees paid by the Customer in the 12 months preceding the first damaging event.

10.4 These limitations do not apply in case of wilful misconduct or gross negligence (art. 1229 Italian Civil Code) or where excluded by law.

Art. 11 — Force majeure

11.1 Neither party is liable for failures to perform caused by events beyond its reasonable control (e.g. failures of cloud providers, cyber-attacks that could not be prevented with adequate measures, orders of public authorities). If the event lasts more than 60 days, either party may withdraw, with a refund of fees paid for the unused period.

Art. 12 — Changes to the GT

12.1 Keletes may amend the GT with at least 30 days’ notice by e-mail. Amendments apply from the next renewal; if they are less favourable, the Customer may withdraw before they take effect without penalty and with a refund of fees paid for the unused period. Amendments required by law apply from the date set by law.

Section A — Setup Services

Art. A1 — Scope

A1.1 Setup Services include the activities stated in the Order or Project Sheet, including: definition of configuration rules and product codes; 3D modelling or conversion of products; price-list and price-calculation logic; materials and finishes; graphic customisation of the Configurator; any integrations (APIs, e-commerce, management systems).

A1.2 Unless otherwise stated in the Order, the following are excluded: embedding the Configurator in the Customer’s websites, developing e-commerce or login systems, changes to the Customer’s systems. Keletes provides technical documentation and support to the Customer Technical Contacts.

Art. A2 — Materials and Customer cooperation

A2.1 Within 10 business days of the Order, the Customer supplies the Customer Content listed in the Project Sheet and appoints a project contact and the Technical Contacts responsible for integration.

A2.2 Delays or shortcomings on the Customer’s side extend the timeline by the same period. If the Customer fails to supply the materials within 60 days of a reminder, Keletes may invoice the work performed and close the project.

Art. A3 — Timeline

A3.1 The timelines stated in the Order are estimates and run from full receipt of the materials, the first instalment and the signature of art. F6 (art. 4.4). A delay does not entitle the Customer to termination or damages, unless the delay attributable to Keletes, calculated in business days net of suspensions and extensions under arts. A2.2 and A4, exceeds 50% of the estimated time. In that case the Customer may serve written notice to perform within 15 business days, after which, if performance has not occurred, it may terminate the Contract with respect to the Setup only (art. 1454 Italian Civil Code).

Art. A4 — Change requests

A4.1 Requests that exceed the scope of the Order (new products, variants, logic, revisions beyond 2 rounds per deliverable) are quoted separately and started only after written acceptance, including by e-mail. They may change the timeline.

Art. A5 — Previews and acceptance testing

A5.1 Keletes submits previews of the Deliverables to the Customer. The Customer sends corrections within 7 days; otherwise the previews are deemed approved.

A5.2 On completion, Keletes notifies the Customer in writing that the Configurator is available (“Delivery”). Within 14 days the Customer carries out acceptance testing and reports in writing any non-conformities with the Order, describing them in a reproducible way.

A5.3 Keletes corrects well-founded non-conformities within a reasonable time; a new acceptance test of 7 days follows, limited to the corrected items.

A5.4 Acceptance testing is deemed passed: if the deadline expires without reports; if the reports concern only minor defects that do not prevent use; or upon production use of the Configurator.

Art. A6 — Setup fees

A6.1 Unless otherwise agreed in the Order: 30% on Order; 50% on Delivery; 20% on successful acceptance. The price is a fixed price for the scope of the Order.

A6.2 If the Customer withdraws from the Setup before Delivery (art. 1671 Italian Civil Code), it pays the costs incurred and the work performed up to withdrawal, with a minimum equal to the first instalment; Keletes may also claim loss of profit.

Art. A7 — Setup warranty

A7.1 For 90 days from acceptance Keletes corrects free of charge defects in the Deliverables that do not conform to the Order. Any other warranty, including under art. 1667 Italian Civil Code, is excluded to the extent permitted by law.

A7.2 The Setup requires an active Subscription: the Deliverables run on the Platform and cannot be used without it, except as provided in art. 7.3.

Art. A8 — Hour packages

A8.1 Keletes may offer prepaid hour packages for changes, improvements and extensions to the code and customisations produced for the Customer in the Configurator. Hours, price, start date and contact person are stated in the Order. General developments of the Platform are excluded and remain at Keletes’ discretion.

A8.2 The package is paid in advance upon Order. Work is scheduled according to Keletes’ availability, with timelines agreed in writing for each request.

A8.3 Hours are charged on actual time with a minimum unit of 30 minutes. Keletes sends a report of the work performed monthly or on request; the report is deemed approved unless the Customer disputes it in writing within 15 days of receipt.

A8.4 The package is valid for 12 months from the Order, unless otherwise stated in the Order. Hours not used by the expiry date are neither refundable nor extendable.

A8.5 Work exceeding the package is performed subject to the Customer’s written acceptance and invoiced at the hourly rate in the current Price List.

A8.6 Code and customisations produced under the package are Deliverables and are governed by art. 7. Payment for the hours does not transfer ownership of the source code to the Customer, nor the right to obtain a copy of it.

Section B — SaaS Subscription

Art. B1 — Scope and Plans

B1.1 The Subscription grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Platform as SaaS, in order to integrate the Configurator into its own channels, within the limits of the chosen Plan.

B1.2 Features, limits (e.g. number of products, configurations, domains, users, views) and prices of each Plan are set out in the Price List in force at the time of the Order.

B1.3 The Subscription includes: hosting of the Platform and Deliverables; corrective and evolutionary maintenance; updates; support under the SLA. It does not include Setup Services unless the Plan states otherwise.

Art. B2 — Activation and start date

B2.1 The Subscription starts: (a) on account activation, for self-service Plans; (b) on Delivery under art. A5.2, if combined with a Setup, or in any case 90 days after the Order if the delay is attributable to the Customer.

Art. B3 — Term and renewal

B3.1 The Subscription has an annual term and renews automatically for equal periods unless cancelled.

B3.2 Notice of non-renewal must be given via the management panel, by PEC to administration@pec.keletes.com or by registered letter with return receipt, at least 30 days before the annual expiry date.

B3.3 The Customer may upgrade to a higher Plan at any time (charged pro rata) and downgrade to a lower Plan from the next expiry date.

Art. B4 — Service levels and support

B4.1 Availability, scheduled maintenance and support are described in the SLA, in its current version. Unless the SLA states otherwise, availability levels are service targets and do not entitle the Customer to credits or compensation.

B4.2 Keletes may update the SLA. Improvements apply from publication; less favourable changes apply with the notice and right of withdrawal provided in art. 12.

B4.3 Keletes may evolve the Platform without substantially reducing the essential features of the current Plan.

Art. B5 — Permitted use

B5.1 The Customer uses the Configurator only for its own products and on the domains it has notified. Use by resellers or partners requires a dedicated Plan or a written agreement.

B5.2 If the Customer exceeds the Plan limits, Keletes notifies it and, if usage is not brought back within limits within 15 days, may apply the appropriate Plan from the following month.

B5.3 Keletes may suspend access immediately in case of unlawful use or risk to security or to other customers, informing the Customer.

Art. B6 — Fees and price adjustments

B6.1 Subscription fees are invoiced in advance for the whole annual period and are non-refundable, except in the cases provided in the GT or by law.

B6.2 Keletes may change the fees with effect from the next renewal, giving at least 60 days’ notice before the expiry date. A Customer who does not accept may cancel by the expiry date, even after the deadline in art. B3.2.

Art. B7 — Withdrawal

B7.1 The Customer may withdraw at any time with 2 months’ notice, including in order to switch to another provider. In that case, the fee for the annual period in progress on the date of the withdrawal notice, already invoiced in advance under art. B6.1, remains due as an early-termination penalty; if the notice period ends after the end of the annual period, the Subscription does not renew and no further fee is due. The penalty is not a switching charge; data export under art. B8 is free of charge.

B7.2 Keletes may withdraw with 3 months’ notice, refunding the fees paid for the unused period.

Art. B8 — Termination, return and export of data

B8.1 Upon termination for any reason, access to the Platform ends and the Configurator is deactivated.

B8.2 For 30 days from termination the Customer may request export, in commonly used structured formats, of: Customer Content; product and price-list data supplied by the Customer (e.g. codes, variants, prices); saved configurations and their content. Keletes provides reasonable assistance with migration to another provider. Source code, configuration rules and logic and the other Deliverables are excluded from export and remain the property of Keletes (arts. 7.3 and A8.6); 3D models may be exported for a fee under art. 7.3.

B8.3 After the retrieval period, Keletes deletes the Customer’s data within 60 days, except where retention is required by law and for rotating backup copies.

Final provisions

Art. F1 — Express termination clause

F1.1 Keletes may terminate the Contract under art. 1456 Italian Civil Code, by written notice, in case of: non-payment continuing for more than 30 days after the due date; breach of arts. 5.1 no. 5, 7 or 8.

F1.2 In case of termination for the Customer’s breach, the fees accrued and the Subscription fees up to the end of the current period remain due.

Art. F2 — Assignment and subcontractors

F2.1 The Customer may not assign the Contract without Keletes’ written consent. Keletes may assign it in case of transfer or contribution of its business, giving notice.

F2.2 Keletes may use third-party suppliers (e.g. cloud hosting) and remains liable for their performance towards the Customer within the limits of art. 10.

Art. F3 — Notices

F3.1 All notices relating to the Contract must be given in writing and are validly given if sent to the e-mail or PEC addresses stated in the Order, or to those subsequently notified in writing by the party concerned. Notices of non-renewal, withdrawal and termination must be sent, on pain of ineffectiveness, by PEC, registered letter with return receipt or through the dedicated function of the management panel.

Art. F4 — Miscellaneous

F4.1 The invalidity of any clause does not affect the others. Tolerance of a breach does not constitute a waiver. Arts. 5.2, 6, 7, 8, 9, 10, A8.6, B8 and F5 survive termination.

F4.2 The Italian text prevails over any translation.

Art. F5 — Governing law and jurisdiction

F5.1 The Contract is governed by Italian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna).

F5.2 Except as provided in art. F5.3, the Court of Busto Arsizio (Italy) has exclusive jurisdiction over any dispute.

F5.3 Arbitration clause. If the Customer has its registered office outside the European Union and the Order expressly so provides, any dispute arising out of or in connection with the Contract shall be finally settled by arbitration under the Rules of the Milan Chamber of Arbitration, by a sole arbitrator appointed in accordance with those Rules. Seat of arbitration: Milan, Italy. Language: Italian or, at the request of either party, English. Each party may still seek interim or summary payment measures from the competent court.

Art. F6 — Specific approval

Pursuant to arts. 1341(2) and 1342 of the Italian Civil Code, the Customer declares that it has read and specifically approves the following clauses: 2.3 (non-application of the Customer’s terms); 4.2 (right to refuse the order); 5.2 (indemnity); 6.4 (suspension for non-payment); 7.3 (rights in the Deliverables); 10.2–10.3 (limitations of liability); 11.1 (force majeure and withdrawal); 12.1 (unilateral changes to the GT); A2.2 (project closure); A3.1 (non-binding timelines); A5.1 and A5.4 (deemed approval and acceptance testing); A6.2 (fees on withdrawal); A7.1 (limitation of warranty); A8.3–A8.4 (deemed approval of reports, expiry and non-refundability of hours); A8.6 (ownership of code); B3.1–B3.2 (automatic renewal and cancellation deadlines); B4.1–B4.2 (service levels as targets and changes to the SLA); B5.2–B5.3 (Plan adjustment and suspension); B6.1–B6.2 (non-refundability and fee changes); B7 (withdrawal); B8.3 (data deletion); F1 (express termination clause); F2.1 (prohibition of assignment); F3.1 (form of notices on pain of ineffectiveness); F5.2 (exclusive jurisdiction); F5.3 (arbitration clause).