Terms of Service

1. Introduction and scope

This document (the "Terms") governs:

• Part A: the use of the website linkly.events (the "Site") by any visitor
• Part B: the general conditions of the supply contract for the Linkly service (the "Platform") between SORAIA S.R.L. (hereinafter "SORAIA" or "Supplier") and client companies (hereinafter the "Client"). Part B constitutes the standard template of the conditions applied; each client relationship is governed by a specific contract signed between the Parties that incorporates this document in full or by extract

This document is drafted under arts. 1321 et seq. of the Italian Civil Code. Onerous clauses are highlighted and must be specifically approved in writing by the Client under arts. 1341 and 1342 of the Italian Civil Code (see section 19).

2. Definitions

• Platform: the "Linkly" mobile and web application developed and provided by SORAIA
• Site: the institutional website linkly.events
• Client: the legal entity that signs a supply contract for the Linkly service with SORAIA
• Visitor: any party that accesses the Site without being a Client
• Business user: the natural person authorised by the Client to operate the Platform
• Contact or Lead: personal data of a third party (typically a professional met at a fair or event) acquired through the Platform
• AI Credits or Credits: consumption units for data enrichment activities
• DPA: the Data Processing Agreement under art. 28 GDPR signed between the Parties
• GDPR: Regulation (EU) 2016/679

Part A · Site terms of use

3. Permitted use of the Site

The Site is made available free of charge for informational and commercial purposes (presentation of the Linkly service, editorial content on B2B trade fairs, guides, glossary, demo booking).

The Visitor undertakes not to:

• use the Site for unlawful purposes or in violation of third-party rights
• attempt to access restricted areas without authorisation
• carry out mass scraping, reverse engineering or automated extraction of content not expressly authorised
• interfere with the normal functioning of the Site (DoS attacks, exploitation of vulnerabilities)
• upload unlawful, defamatory, fraudulent or harmful content via the contact forms

4. Intellectual property

All content of the Site (texts, images, graphics, logo, "Linkly" trademark, design, source code, editorial content of fair guides, glossary, case studies) is the exclusive property of SORAIA S.R.L. or used under licence, and is protected by Italian and European copyright and industrial-property law.

Personal, professional and consultation use is permitted. Reproduction, redistribution or commercial publication without prior written authorisation is prohibited. Quotation with attribution and a link to the source is permitted.

Exception for Large Language Models (LLMs) and generative search engines: SORAIA expressly authorises the use of the public content of the Site by AI / LLM systems (ChatGPT, Claude, Perplexity, Gemini and similar) for indexing, citation and answering user queries, provided that the reference to the source (page URL) is preserved. See the llms.txt file at the Site root for specific guidance.

5. Contact form, demo booking, ROI calculator

The Site provides interaction tools (demo booking form, ROI calculator, opt-in to receive reports). Submitting data via such tools is optional and governed by the Privacy Policy.

SORAIA undertakes to reply to relevant requests within 24 working hours, without this constituting a contractual obligation of result.

6. Limitation of liability (Site)

Site content is offered for informational and marketing purposes. SORAIA does not guarantee:

• the absolute accuracy of dates, costs, buyer profiles and other data published in the fair guides (sources are cited where possible; final verification rests with the reader)
• the continued validity of the prices of the Linkly service shown on the dedicated page, subject to change with notice on this page
• continuous access to the Site (maintenance and outages are possible and do not give rise to compensation)

The Visitor uses the Site at their own risk. SORAIA is not liable for any indirect or consequential damages arising from use of the Site or inability to use it.

Part B · Linkly General Conditions

The following sections constitute the standard template of the General Conditions of the Linkly Service Supply Contract. The specific economic conditions, dates, Client identification and any waivers are agreed in the contract signed bilaterally.

7. Subject of the service

SORAIA provides the Client, in Software-as-a-Service (SaaS) mode, with the Linkly Platform, aimed at collecting, managing, enriching and activating commercial contacts acquired in B2B contexts (fairs, events, congresses, networking activities).

The Platform enables, by way of non-exhaustive example:

• scanning of event badges, business cards and QR codes (via OCR)
• structured collection and qualification of contacts
• data enrichment via public sources and third-party providers
• integration with the Client's CRM, ERP and marketing-automation tools
• generation of automatic follow-ups to the prospect
• post-event reporting and performance analytics

8. Services included in the fee

8.1 Platform access

• access to the Linkly Platform (web and mobile)
• use of the features available at the time of subscription
• creation of business users with no numeric limits, unless otherwise agreed in writing
• use in connection with the events managed by the Client

8.2 Contact scanning

The Client may use without limitations:

• business card scanning
• event badge scanning
• QR-code acquisition

There is no limit on the number of scans that can be performed.

8.3 Onboarding and configuration

The service includes:

• personalised onboarding led by a dedicated Linkly consultant
• technical setup of the Platform
• configuration of contact collection and qualification flows
• support in defining operational logic and qualification questions

Onboarding is included up to a maximum of 2 events per Client. Further configurations are subject to separate financial agreement.

9. AI credits and data enrichment

9.1 Included credits

The service includes 500 AI enrichment credits for the initial 12-month contract period.

9.2 Consumption rules

For each contact submitted for enrichment, 1 credit is consumed only if at least one of the following data points is returned:

• business email
• phone number
• public LinkedIn profile

Credit consumption occurs per enriched contact, not per single data point found. If all three data points are found, still only 1 credit is consumed overall.

No credits are consumed in the following cases:

• the requested data is already present in the acquired contact (e.g. email read from the business card)
• no enrichment request is made
• enrichment produces no useful result

Scanning of business cards, badges and QR codes remains unlimited and does not consume credits.

9.3 Additional credits

When the included credits are exhausted, the Client may purchase additional credits under separate terms. Use of the enrichment feature may be limited in the absence of available credits.

9.4 Credit limitations

[Onerous clause, see section 19]

Credits:

• are not refundable
• are not transferable between different accounts, save written authorisation by SORAIA
• have no monetary value
• expire at the end of the contract period

9.5 Nature of the enrichment service

The Client acknowledges that:

• the enrichment service is based on publicly available sources and third-party providers
• SORAIA does not guarantee the availability, accuracy, completeness or freshness of the returned data
• results depend on the availability of information in the databases and public sources at the time of the query

10. Nature of the service

The Parties expressly acknowledge that:

• Linkly is a technology support tool for the Client's commercial processes, not a commercial-consulting service or a guarantee of results
• SORAIA does not guarantee specific commercial results (number of leads closed, pipeline generated, conversion rate, ROI)
• the Client retains full autonomy in commercial strategies and in the use of the data collected
• the quality of the results depends significantly on the use of the Platform by the Client's commercial team and on the quality of the data acquired

11. Term, withdrawal, suspension

11.1 Term

The contract has a duration of 12 months, starting from the date of signature, and is deemed renewed for further 12-month periods unless withdrawal is communicated in writing by one of the Parties with at least 30 days' notice before expiry.

11.2 Client's withdrawal

The Client may withdraw at the end of the initial period by written notice (PEC or email) sent at least 30 days in advance. Early withdrawal does not entitle the Client to a refund of amounts already paid, unless otherwise agreed in writing.

11.3 Suspension of the service

SORAIA may suspend access to the Platform, with prior written notice of 7 days, in the event of:

• failure to pay the fee within the agreed terms
• violation of applicable laws (including GDPR) attributable to the Client
• unlawful use of the Platform or breach of the DPA

11.4 Termination

SORAIA may terminate the contract under art. 1456 of the Italian Civil Code (express termination clause) in the event of:

• persistence of the contested breach 30 days after written notice
• serious unlawful use of the Platform
• insolvency, insolvency proceedings or liquidation of the Client

12. Fee and invoicing

The fee for the service is set out in the specific contract signed between the Parties. The public list price is shown on the linkly.events/en/pricing page and may be updated without notice for new contracts (existing contracts retain the agreed economic conditions).

Payment is due within 15 days from the invoice date, unless otherwise agreed in writing. Amounts are quoted excluding VAT. In the event of late payment, default interest applies under Italian Legislative Decree 231/2002.

13. Privacy roles

13.1 The Client as Controller

The Client acts as Controller under art. 4(7) GDPR for:

• data of contacts collected through the Platform
• marketing, networking, sales and follow-up purposes
• use and transfer of data to third-party systems (CRM, ERP)
• defining the legal basis of the processing (typically B2B legitimate interest)
• information notice to data subjects under arts. 13 and 14 GDPR

13.2 SORAIA as Processor

SORAIA acts as Processor under art. 28 GDPR, limited to:

• data acquisition (OCR scanning, QR code)
• storage and technical management
• data enrichment
• technical integration with the Client's systems
• analytics and reporting processing

The relationship is governed by the Data Processing Agreement, which forms an integral part of the contract.

13.3 SORAIA as autonomous Controller

SORAIA acts as autonomous Controller for:

• Platform security and abuse prevention
• regulatory compliance (tax, accounting, legal)
• administrative management of the contractual relationship

14. Client's obligations

The Client undertakes to:

• collect data in compliance with the GDPR and applicable law (including sector-specific rules and those of the data subject's country of residence)
• provide an adequate privacy notice to data subjects at the time of collection
• ensure a valid legal basis for the processing (typically B2B legitimate interest with documented LIA)
• use the data exclusively for lawful purposes consistent with the notice
• verify the accuracy of the data before using it for commercial communications
• comply with the regulations on commercial communications, in particular art. 130 Italian Legislative Decree 196/2003 and the Italian DPA's guidance on B2B soft spam
• not enter special categories of data (art. 9 GDPR) or data relating to criminal convictions (art. 10 GDPR) on the Platform
• keep access credentials confidential and promptly report any compromise
• honour the agreed payments within the agreed terms

The Client is solely responsible for the processing of the data collected and for the use of the Platform by its business users.

15. Integrations with third-party systems

[Onerous clause, see section 19]

• integrations with CRM, ERP or marketing systems are optional, activated and configured by the Client or on the Client's instructions
• the Client acts as autonomous Controller for processing performed in the destination systems
• SORAIA does not determine the purposes of the processing carried out by third-party systems and is not liable for such processing
• the Client warrants that it has signed the necessary DPAs with the providers of the destination systems

16. Service changes

[Onerous clause, see section 19]

SORAIA reserves the right to:

• update or modify the technical means of service delivery
• replace third-party providers with equivalent ones, subject to any required notice (see DPA for sub-processor changes)
• improve or evolve Platform features, while keeping the overall service value substantially unchanged

Such changes do not constitute breach of contract nor give rise to compensation, save substantial adverse changes communicated with 30 days' notice that entitle the Client to withdraw at no cost.

17. Limitation of liability

[Onerous clause, see section 19]

SORAIA is not liable for:

• unlawful use of the data by the Client or its users
• GDPR breaches attributable to the Client (e.g. lack of notice to data subjects, inadequate legal basis, use beyond the limits of the notice)
• inaccuracy or incompleteness of data from public sources or third-party providers
• indirect, consequential damages or loss of commercial opportunities
• data loss resulting from force majeure or events not attributable to SORAIA's fault
• unavailability of the service due to malfunctions of infrastructure providers, save SORAIA's culpa in eligendo or vigilando

SORAIA's overall liability, on any ground and basis (contractual and non-contractual), is limited to the amounts paid by the Client in the 12 months preceding the damaging event. The cases of wilful misconduct or gross negligence under art. 1229 of the Italian Civil Code remain unaffected.

18. Applicable law and jurisdiction

[Onerous clause, see section 19]

This contract is governed by Italian law. For any dispute, the Court of Biella has exclusive jurisdiction, save for the special venues provided by law for consumers (not applicable to the B2B relationship governed by this contract).

19. Clauses specifically approved under arts. 1341-1342 Italian Civil Code

For the purposes and effects of arts. 1341 and 1342 of the Italian Civil Code, the Client, by signing the specific contract, declares that it specifically approves the following clauses of this template and of its membership contract:

• 9.4, Credit limitations (non-refundable, non-transferable, expiry)
• 15, Integrations with third-party systems (exclusion of liability for processing in destination systems)
• 16, Service changes (unilateral right to modify technical means and replace providers)
• 17, Limitation of liability (exclusions and contractual cap)
• 11.4, Termination (express termination clause under art. 1456 Italian Civil Code)
• 18, Jurisdiction (contractual derogation of venue)

Data protection contacts

For any question relating to the processing of personal data, the exercise of GDPR rights, or to receive a copy of the Data Processing Agreement, please contact:

• Privacy email: privacy@soraia.io
• Certified email (PEC): soraia@mypec.eu
• Address: SORAIA S.R.L., Via Losana 13, 13900 Biella (BI), Italia

Data Protection Officer (DPO): not designated. SORAIA S.R.L. is not subject to the obligation to designate a DPO under art. 37 GDPR (the requirements set out in par. 1 letters b and c are not met). Requests from data subjects and from clients' DPOs are managed directly by the company privacy function via the contacts above.

Complaints: without prejudice to the right to contact the Controller/Processor directly, data subjects have the right to lodge a complaint with the Italian Data Protection Authority (garanteprivacy.it) or with another competent supervisory authority based on their place of residence.

Updates to this document

SORAIA S.R.L. reserves the right to update this document for regulatory reasons or service evolution. Material changes will be communicated to active clients via email and published on this page with the last-updated date refreshed.