Terms and Conditions
Recitals
These Terms and Conditions (hereinafter, the “Terms and Conditions”) govern the terms and conditions for the provision of services by Romulus Ventures LLC, with registered office at 8 The Green Ste R, Dover, DE 19901, U.S.A., email: support@romulus.live (hereinafter, “Romulus”), to the Client.
Article 1 – Definitions
1.1 Business Day: any day, excluding Saturdays and Sundays, on which banks are operational in Italy and the United States.
1.2 Confidential Information: any information of a commercial, technical, financial or other nature, including personal data, infrastructures, methodologies, processes and know-how, which by its nature or by declaration shall be considered confidential.
1.3 Personal Data: any information relating to an identified or identifiable natural person pursuant to EU Regulation 2016/679 (GDPR).
Article 2 – Object
2.1 Romulus undertakes to provide to the Client the service “Setter AI Vocale 24/7” (the “Service”) based on Natural Conversational Technology, as further specified in paragraph 2.2 below.
2.2 The service includes:
Integration with the Client’s lead generation flows;
Customization of conversation scripts and tone of voice;
Multichannel support in Italian (voice and chat, if activated);
Guided installation, configuration and initial training.
2.3 The Service is designed to be modular and customizable, allowing the Client to adopt only the features necessary to meet its objectives.Article 3 – Fees and Duration
3.1 Fees: The Service is provided by Romulus for a fee, against payment of the amounts as analytically described in the price list (the “Price List”) published on Romulus website www.romulus.live, depending on the type of offer selected by the Client.
3.2 Payment methods: the fee is paid through a prepaid top-up system (via SEPA bank transfer or credit card), with minimum top-up thresholds indicated in the Price List, and with automatic top-up when the credit is exhausted (upon prior notice from the Company to the Client regarding the imminent depletion of the credit).
3.3 Romulus reserves the right to modify the rates upon at least 30 days written notice.
3.4 In case of late or non-payment of the fee, Romulus shall be entitled to suspend the Service; if the delay exceeds 15 days, Romulus shall be entitled to unilaterally terminate the contract, with definitive deactivation of the Service without any prior notice, without prejudice to any other remedy available to Romulus for compensation of damages.
Article 4 – Activation and Implementation
4.1 The activation process of the Service consists of the following phases:
- Acceptance of these Terms and Conditions;
- Configuration of the payment method and first top-up;
- Kickoff meeting to define operational flows and integration with existing systems;
- Technical implementation and personnel training;
- Operational activation (go-live).
4.2 Activation timeline:
Project launch within 7 Business Days from contract execution;
Completion of setup between 7 and 10 Business Days from the kickoff meeting.
Article 5 – Commitments and Responsibilities of the Parties
5.1 Romulus undertakes to:
- Provide the Service in accordance with the agreed technical specifications;
- Provide technical support during the implementation phase;
- Maintain maximum confidentiality regarding Client data;
- Provide detailed monthly reporting on Service usage;
- Comply with personal data protection laws.
5.2 The Client undertakes to:
- Use the Service solely for lawful and compliant purposes;
- Provide all necessary information for Service configuration;
- Proactively cooperate during the implementation phase;
- Keep access credentials confidential;
- Promptly report any issues or malfunctions, no later than 7 days from their discovery.
Article 6 – Intellectual Property and Confidentiality
6.1 Intellectual Property
All intellectual property rights relating to the Service, including software, algorithms, methodologies and know-how, shall remain the exclusive property of Romulus. The Client shall not acquire any intellectual property rights over the services provided. The Client undertakes not to allow third parties to use or reproduce in any form the programs subject to the Service; and further undertakes not to transfer, lend, display or disclose to third parties the technical and functional characteristics of the programs, or any related materials or information.
6.2 Usage Restrictions
The Client agrees to use the provided infrastructure exclusively within its own organization. It is strictly forbidden to:
Transfer, share, license, lease, sell or duplicate the infrastructure for third parties;
Install or use the infrastructure in companies or locations other than those agreed without prior written consent from Romulus;
Modify, alter or interfere with the infrastructure without Romulus’ prior written authorization.
6.3 Monitoring and Audit
Romulus reserves the right to monitor infrastructure usage to verify compliance with the contractual terms and ensure continuous service improvement. The Client undertakes to:
Provide access to requested data for verification purposes, within the limits allowed by law;
Actively cooperate during audits to verify correct usage.
6.4 Confidentiality Obligations
The Parties undertake to maintain confidential all confidential information acquired during the term of this contract. The confidentiality obligation shall remain effective for five (5) years following termination of the contract. Should a Party need to share Confidential Information with authorized third parties, such sharing shall be subject to the same confidentiality obligations.
Article 7 – Personal Data Protection
7.1 GDPR Compliance
Romulus undertakes to process the personal data provided by the Client in compliance with the GDPR and applicable legislation. Personal data will be used exclusively for the execution of the agreed services.
7.2 Security Measures
Romulus shall adopt appropriate technical and organizational measures to ensure the protection of data against unauthorized access, loss, destruction, or disclosure.
7.3 Client Warranties
The Client warrants that the personal data provided have been collected in accordance with applicable regulations, that the data subjects have been duly informed, and that their consent has been obtained where necessary.
Article 8 – Credit Management and Service Suspension
8.1 Credit Management
In the event of credit depletion, the Service will be automatically suspended until restored via recharge. In any case, Romulus will notify the Client when credit is close to exhaustion to allow timely recharge.
8.2 Failure to Recharge
In case of failure to recharge the credit for more than 30 consecutive days after depletion, Romulus reserves the right to terminate the contract with 30 days' notice.
Article 9 – Limitation of Liability
9.1 Except in cases of willful misconduct or gross negligence by Romulus, the Client expressly releases Romulus from any liability for direct or indirect damages of any kind that the Client or third parties may suffer due to use or non-use of the Service, errors or malfunctions, or damages related to the failure of connectivity provided by telecom operators. Romulus shall not be liable, except in cases of willful misconduct or gross negligence, for damages caused by third parties unlawfully accessing the Service due to the Client’s negligence in safeguarding access credentials or other necessary security measures.
9.2 Romulus shall not be liable for Service malfunction due to failures or overloads in telephone lines, electricity, or the Internet, or for third-party breaches affecting the telematic service, including but not limited to, slowdowns or failures of telecommunication systems between the Client and Romulus.
9.3 Except for willful misconduct or gross negligence, Romulus shall not be liable for any damages, direct or indirect, caused by defects occurring after the Service has been provided. The Client undertakes not to share access authorizations with third parties, except its employees and consultants under contractual obligations, for whom the Client assumes full responsibility.
9.4 Except for willful misconduct or gross negligence, neither Romulus nor any party involved in the creation, production, provision, or support of the Service shall be liable for any damages, including special or consequential damages, contractual or extra-contractual, resulting from activation, use, or interruption of the Service. This clause remains effective after contract termination.
9.5 Romulus shall not be held liable for failure to fulfill its obligations due to causes beyond its reasonable control or due to force majeure.
9.6 The Client undertakes to hold Romulus harmless from all losses, damages, liabilities, costs, charges, and expenses, including legal fees, arising from breaches of obligations or warranties provided by the Client, including damages claimed by third parties related to the use of the Service.
9.7 The Client acknowledges that Romulus does not guarantee that the Service is perfectly suitable for specific purposes.
9.8 Romulus may claim as causes of non-liability: embargoes, acts of war, public authority measures (excluding those by courts due to Romulus’ breach), unforeseeable events beyond the Supplier’s direct control, or events recognized in good faith by the parties as such, including obvious Client errors or malfunctions not caused by Romulus.
9.9 In the event of service disruption, data loss, or confidentiality breach attributable to the Supplier, Romulus shall be liable only up to the total amount of fees accrued during the period in which the event occurred, and no more than the annual amount paid by the Client in that fiscal year.
9.10 Neither Party shall be liable for damages caused by fire, explosion, earthquake, volcanic eruption, landslides, floods, storms, avalanches, war, civil unrest, strikes, or any unforeseeable and exceptional events preventing service provision.
9.11 The Client agrees to release Romulus from any liability arising from complaints, legal actions, or administrative proceedings due to illegal use of the Service by the Client or its customers. Romulus may terminate the Service without prior notice, in which case the Client shall be reimbursed for the unused portion of the Service calculated based on days not provided.
Article 10 – Termination and Withdrawal
10.1 Termination for Breach
Either party may terminate the contract in case of:
Serious breach by the other party, not remedied within 30 days from written notice;
Non-recharge of credit for more than 30 consecutive days after depletion;
Commencement of insolvency proceedings against the other party.
10.2 Withdrawal
Either Party may withdraw from the contract upon 30 days’ written notice. In case of withdrawal by the Client, no refund shall be due for any remaining credit.
10.3 Effects
Upon termination or withdrawal, all obligations of the Parties shall cease, except those expressly intended to survive. Client data will be retained for no longer than 6 months unless required by law or authorities, after which it will be deleted or anonymized. For information, the Client may contact .
Article 11 – Processing of Personal Data
11.1 The Client is required to provide all data necessary for the provision and future improvement of the Service.
11.2 The processing of such data will be carried out in full compliance with applicable laws, as detailed in the privacy notice provided to the Client.
Article 12 – Final Provisions
12.1 General Provisions
Obligations which by nature shall survive contract expiration or termination shall remain valid until fulfilled. The invalidity of any clause shall not affect the validity of the remaining provisions.
12.2 Assignment
The Client may not assign any rights or obligations arising from these General Terms without written consent from Romulus. Romulus expressly reserves the right to assign any rights or obligations, and the Client hereby accepts such possibility.
12.3 Governing Law and Jurisdiction
The law applicable to these General Terms varies according to the Client’s domicile:
If domiciled in the EU or UK: Italian law shall apply;
If domiciled outside the EU: the law of the State of Delaware shall apply.
Article 13 – Specific Approval of Clauses
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client hereby declares to have read and expressly approves the following clauses:
Article 3.4 (Modification of Rates), Article 6.2 (Usage Restrictions), Article 6.4 (Confidentiality Obligations), Article 8.2 (Termination for Non-Recharge), Article 9 (Limitation of Liability), Article 10 (Termination and Withdrawal), Article 12 (Final Provisions).