Agency Partner Program Terms and Conditions

Article 1 — Definitions

For the purposes of this Agreement, the terms below have the meanings set forth here.

• AnyDialog: identifies the platform provider, i.e. Brain Computing S.p.A., with registered office at Via Gian Giacomo Porro, 8, 00197 Roma (RM), Italia, VAT no. 06706551006, certified email (PEC) braincomputing@pec.it.
• Agency Partner: a legal entity enrolled in the Programme that manages AI Agents on behalf of End Clients distinct from its own company.
• End Client: a legal entity owning an Organization managed by the Agency Partner, distinct from the Agency Partner itself.
• Programme: the AnyDialog Agency Partner Programme.
• Service: the AnyDialog conversational AI Agents platform.
• Subscription: the Stripe subscription relating to an End Client, managed by the Agency Partner.
• Tier: the level (Discovery, Bronze, Silver, Gold) that determines the wholesale discount applied. AnyDialog may, at its discretion, introduce or remove Tiers pursuant to Article 6.2.
• Wholesale Discount: the percentage discount applied to the Agency Partner on End Client Subscriptions.
• Agency Stripe Customer: the single Stripe Customer created in the Agency Partner's name that aggregates all End Client Subscriptions.
• Grace Period: the 60-day window during which, after a Tier downgrade, the Agency Partner retains the previous Tier's discount.
• Sub-Processor: third-party providers used by AnyDialog for data processing in support of the Service (by way of example and not limitation: AI model providers, payment providers, telephony/voice providers, vector store providers, document extraction providers). The complete and up-to-date list is published in the AnyDialog general Terms of Service and Privacy Policy.

Article 2 — Subject and scope

2.1 This Agreement governs the relationship between AnyDialog and the Agency Partner concerning the resale of the AnyDialog Service to End Clients.

2.2 The general AnyDialog Terms of Service apply on a complementary basis to anything not addressed in this Agreement.

2.3 In case of conflict between this Agreement and the general Terms of Service, this Agreement prevails.

Article 3 — Enrolment requirements

Enrolment in the Programme is reserved to entities meeting all of the following cumulative requirements:

1. They are legal entities holding an active VAT registration (or equivalent tax identifier for non-Italian entities).
2. They professionally provide consulting, software development, digital marketing, e-commerce or analogous services to third-party End Clients.
3. They operate a live, professional website that is reachable.
4. They provide a business email with a domain consistent with the website.
5. They commit to managing AI Agents for End Clients distinct from their own company.
6. They accept these Terms and the AnyDialog Privacy Policy.

Article 4 — Approval procedure

4.1 AnyDialog reserves the right to approve or reject the enrolment at its sole and unappealable discretion.

4.2 The standard review time is 24-72 business hours.

4.3 AnyDialog is not required to provide detailed reasons in case of rejection.

4.4 AnyDialog may request supplementary documentation to verify the requirements.

4.5 An approved enrolment may subsequently be suspended or revoked if the requirements cease to be met.

Article 5 — Reseller commercial model

5.1 AnyDialog grants the Agency Partner a wholesale discount on the list price of End Client Subscriptions.

5.2 The Agency Partner resells the Service to End Clients at the price it sets independently.

5.3 The Agency Partner invoices its End Clients in accordance with the applicable tax rules (for Italian entities: mandatory electronic invoicing via SdI).

5.4 AnyDialog never intervenes in the price agreed between the Agency Partner and the End Client, nor in the commercial relationship between them.

5.5 The End Client may always check AnyDialog's public price list on the official site; the Agency Partner is aware of and accepts this circumstance.

Article 6 — Tiers and Wholesale Discount

6.1 The Tiers currently in place are Discovery, Bronze, Silver and Gold. The applicable client thresholds and discount percentages are published on the Programme page and form an integral part of this Agreement.

6.2 AnyDialog reserves the right to amend Tiers, thresholds and percentages (including by introducing or removing levels) with 30 days' notice via email to the Agency Partner.

6.3 Tier upgrade: immediate, upon reaching the threshold of the higher Tier.

6.4 Tier downgrade: subject to a 60-day Grace Period during which the Agency Partner retains the previous Tier's discount. If within the window the number of active End Clients returns to the higher Tier threshold, the Grace Period closes and the Tier is retained.

6.5 AnyDialog may apply Tier overrides or custom discounts for special commercial agreements, tracked in an audit log.

Article 7 — Payments and invoicing (Reseller model)

7.1 Upon enrolment in the Programme, AnyDialog creates a single Stripe Customer in the Agency Partner's name.

7.2 All End Client Subscriptions are linked to that Stripe Customer as separate Stripe Subscriptions (one per End Client).

7.3 Standard payment mode. Save for different arrangements pursuant to Article 7.7, each End Client Subscription is charged separately to the Agency Partner via automatic Stripe charge on the payment method declared by the Agency Partner. The charge takes place:

• at the time of activation of the End Client, with Stripe's native proration for the initial period fraction, where applicable; and
• at each periodic renewal of the Subscription (monthly or annual, depending on the chosen plan).

7.4 The wholesale Tier discount is applied by Stripe at Agency Partner Customer level and is automatically reflected on each Stripe invoice relating to End Client Subscriptions.

7.5 Invoice granularity. Stripe issues a distinct invoice for each End Client Subscription, both upon activation and at every renewal. In the standard mode no single aggregated invoice is issued: the Agency Partner receives N independent invoices, one per active Subscription. A summary view of all Stripe invoices for the period is made available in the /agency/billing area and through a periodic digest (e.g. weekly) sent to the Agency Partner's email, for informational purposes only.

7.6 In case of payment failure, Stripe automatically retries the charge according to its own smart retries policies. After failed retries, AnyDialog may suspend the End Client Subscriptions and/or terminate the enrolment in the Programme.

7.7 Alternative arrangements. AnyDialog may provide, for specific commercial agreements and at its discretion, the following alternatives to the standard mode set out in Article 7.3:

• Deferred invoicing (deferred): no automatic Stripe charge on End Client Subscriptions. The amount due, calculated by applying the wholesale discount to the list price, is documented by AnyDialog at month-end through an invoice issued outside the Stripe channel and settled according to agreed payment terms.
• Exemption (exempt): no amount due from the Agency Partner for End Client Subscriptions, for the duration and within the limits of the specific agreement.

7.8 The Agency Partner is responsible for its own invoicing to End Clients, in compliance with the applicable tax rules, regardless of the payment mode chosen toward AnyDialog under this Article 7.

Article 8 — Anti-abuse

8.1 The Programme is reserved to entities that manage AI Agents for End Clients distinct from the Agency Partner itself.

8.2 It is expressly forbidden to:

• Create fictitious workspaces in order to obtain the Wholesale Discount;
• Register workspaces under affiliated, controlled, controlling, or otherwise related companies of the Agency Partner;
• Register workspaces under entities lacking real commercial autonomy from the Agency Partner;
• Use the Programme to obtain discounts on workspaces intended for the Agency Partner's internal use.

8.3 AnyDialog reserves the right to:

• Periodically verify that End Clients are legal entities distinct and autonomous from the Agency Partner;
• Request documentation evidencing the real commercial autonomy of End Clients (chamber-of-commerce extract, service contract, invoice issued to the End Client);
• Suspend the Wholesale Discount in case of suspicious patterns, after notifying the Agency Partner;
• Retroactively invoice the difference between the wholesale price applied and the standard list price, for the period of confirmed abuse;
• Terminate the enrolment in the Programme in case of serious or repeated breach.

8.4 The Agency Partner undertakes to provide, at AnyDialog's request, the documentation needed to evidence the third-party nature of the End Clients within 15 business days of the request.

Article 9 — Agency Partner obligations

The Agency Partner undertakes to:

1. Keep accurate and up-to-date the requirements declared at enrolment (VAT, website, business email, activity).
2. Inform the End Client that the technology platform used is AnyDialog.
3. Maintain its own written contractual relationship with each End Client governing services, prices, liability and personal-data protection.
4. Comply with the applicable tax rules (electronic invoicing for Italian entities, appropriate VAT regime, ten-year invoice retention).
5. Not use AnyDialog trademarks, logos or materials without explicit authorisation.
6. Not represent AnyDialog as its own employee or legal representative to third parties.
7. Not provide the End Client with false or misleading information about the features of the Service.

Article 10 — GDPR triangulation and personal-data protection

10.1 In relation to personal data processed through the Service, the parties acknowledge the following triangulation:

• The End Client acts as Data Controller of its end users' data;
• The Agency Partner acts as first-tier Data Processor;
• AnyDialog acts as Sub-Processor.

10.2 The Agency Partner undertakes to:

• Maintain its own Data Processing Agreement (DPA) with each End Client, with a sub-processor chain consistent with this Agreement;
• Reference AnyDialog as Sub-Processor in the DPA with the End Client;
• Inform the End Client of the Sub-Processors used by AnyDialog by referring to the list published in the AnyDialog general Terms of Service and Privacy Policy.

10.3 Upon the Agency Partner's request, AnyDialog makes available a Data Processing Agreement based on the Standard Contractual Clauses approved by the European Commission (Decision (EU) 2021/914) or on other equivalent transfer mechanisms permitted under applicable law.

10.4 The complete and up-to-date list of AnyDialog Sub-Processors (by way of example: AI model providers such as OpenAI and Anthropic, payment providers, telephony/voice providers, vector store providers, document extraction providers) is published in the general Terms of Service and the Privacy Policy. Changes are notified with 30 days' notice through updates to the pages above or by email.

10.5 AnyDialog adopts reasonable technical and organisational measures to host persistent End Client data (uploaded documents, conversations, configurations) with cloud service providers located in the European Economic Area or, failing that, with providers ensuring an equivalent level of protection through transfer tools compliant with Article 46 of Regulation (EU) 2016/679 (e.g. Standard Contractual Clauses, EU-US Data Privacy Framework). AI model inference may require the transfer of data to Sub-Processors located outside the European Economic Area, always on the basis of the transfer mechanisms set out above.

Article 11 — Impersonation and access to End Client workspaces

11.1 The Agency Partner may access End Client workspaces through the "Impersonation" feature or through owner-equivalent access credentials granted by the platform by virtue of the Agency–End Client relationship.

11.2 AnyDialog reserves the right to record and retain technical logs concerning access to the platform (including Impersonation sessions performed by AnyDialog administrative users). Such logs are processed in compliance with the Privacy Policy and may be made available to the Agency Partner and/or the End Client, including upon reasoned request, where technically feasible.

11.3 The Agency Partner undertakes to:

• Inform the End Client, in its own service contract, of the Agency Partner's ability to access the workspace for the purposes of managing the Service;
• Use such accesses only for technical support, configuration, training and legitimate management of the End Client workspace;
• Not use such accesses for purposes not authorised by the End Client.

Article 12 — Transfer of End Clients

12.1 The Agency Partner may transfer an End Client to "direct" status (a client paying AnyDialog directly with its own card), through a magic-link procedure valid 14 days.

12.2 The End Client may autonomously request the transfer to "direct" status through the same procedure.

12.3 Direct transfer of an End Client from one Agency Partner to another Agency Partner is not allowed. The End Client must first transition through "direct" status, then may be re-associated with a new Agency Partner.

12.4 AnyDialog is not responsible for the commercial consequences of an End Client transfer with respect to the contractual relationship between the Agency Partner and the End Client.

Article 13 — Term, withdrawal and termination

13.1 This Agreement has indefinite duration.

13.2 Withdrawal by the Agency Partner: the Agency Partner may withdraw at any time, without notice, from its management area. In case of withdrawal:

• All End Client Subscriptions receive a transfer offer valid 14 days;
• End Clients accepting become direct AnyDialog clients;
• Workspaces not transferred are soft-deleted 30 days after the withdrawal date;
• The Agency Partner remains responsible for Subscription payments up to the effective withdrawal date.

13.3 Termination by AnyDialog: AnyDialog may terminate this Agreement, with immediate effect, in the following cases:

• Breach of Article 8 (Anti-abuse);
• Failure to pay one or more End Client Subscriptions, persisting after the exhaustion of Stripe's automatic charge attempts (smart retries) and after any further written reminder;
• Cessation of the requirements set out in Article 3 (e.g. VAT registration cancelled);
• Conduct seriously detrimental to the reputation of AnyDialog or End Clients;
• Breach of law in the use of the Service.

13.4 AnyDialog may also terminate the Agreement for any reason at its discretion, with 30 days' notice via email to the Agency Partner. End Client Subscriptions active at the date of termination follow the transfer procedure set out in Article 13.2 (transfer offer valid 14 days; soft-delete of workspaces not transferred after 30 days).

Article 14 — Amendments to the Agreement and the Programme

14.1 AnyDialog may amend this Agreement and the Programme parameters (Tiers, thresholds, percentages, requirements) with 30 days' notice via email to the Agency Partner.

14.2 The amendments take effect at the expiry of the notice. An Agency Partner that does not accept the amendments may withdraw pursuant to Article 13.2.

14.3 Continued use of the Programme after the amendments take effect constitutes acceptance of the amendments.

Article 15 — Limitation of liability

15.1 AnyDialog is not liable for:

• Commercial disputes between Agency Partner and End Client;
• Prices and contractual terms agreed between Agency Partner and End Client;
• Tax or contractual breaches by the Agency Partner toward the End Client;
• Indirect, consequential damages, loss of profits, loss of business opportunities.

15.2 AnyDialog's aggregate liability toward the Agency Partner, on any cause of action, is limited to an amount equal to the payments made by the Agency Partner to AnyDialog in the 12 months preceding the harmful event.

15.3 The above limitations do not apply in case of wilful misconduct or gross negligence by AnyDialog, pursuant to Article 1229 of the Italian Civil Code.

Article 16 — Assignment of the Agreement

16.1 The Agency Partner may not assign this Agreement, nor the rights and obligations arising therefrom, without AnyDialog's written consent.

16.2 AnyDialog may assign this Agreement to companies of its group or in case of extraordinary transactions (merger, acquisition, business transfer), with notice to the Agency Partner.

Article 17 — Force majeure

Neither party is liable for breaches due to force-majeure events, including (by way of example): natural disasters, acts of war, acts of authorities, network or Sub-Processor outages, large-scale cyber attacks, pandemics.

Article 18 — Communications

Communications between the parties take place primarily by email, at the addresses indicated at enrolment. Formal communications (withdrawal, termination, complaints) may also be sent by certified email (PEC) to braincomputing@pec.it as indicated in the general Terms of Service.

Article 19 — Governing law and jurisdiction

19.1 This Agreement is governed by Italian law.

19.2 For any dispute relating to the interpretation, performance or termination of this Agreement, the Tribunal of Salerno (Italy) has exclusive jurisdiction.

Article 20 — Final provisions

20.1 This Agreement, together with the general AnyDialog Terms of Service, the Privacy Policy and the Cookie Policy, constitutes the entire agreement between the parties.

20.2 The invalidity or ineffectiveness of any clause does not entail the invalidity of the entire Agreement.

20.3 Versioning: every amendment to this Agreement is tracked with an effective date and archived, accessible upon request.

20.4 In case of discrepancy between this English translation and the Italian master version, the Italian version prevails.