Sinapsi Terms of Service

1Definitions

• Celebron: Celebron S.r.l., which provides the Sinapsi service.
• Client: the business or professional that signs the Contract. Sinapsi is not offered to consumers.
• Contract: the individual contract or the proposal accepted by the Client, these Terms, the Artificial Intelligence Terms, the Data Processing Agreement and the Sinapsi price list in force at signature. In case of conflict, the individual contract prevails, then the Data Processing Agreement, then the Artificial Intelligence Terms, then these Terms, then the price list.
• Dashboard: the private page, available on computer, phone and app, that represents the Client’s business.
• Vedi prima: the Dashboard window with forecasts, early warnings and proposed actions.
• Calypso: the trade name of the service’s artificial intelligence system, represented in the app by a graphic character.
• Litigation folder: the Dashboard section for judicial, tax and administrative documents concerning the Client.
• Client code: the code Celebron assigns to the Client, for example C-27.
• Authorised users and authorised addresses: the people the Client enables on the Dashboard and the email addresses from which it may send documents.
• Qualified professional: the lawyer, accountant, tax adviser or other professional qualified by law, chosen by the Client or under agreement with Celebron.
• Client data: the documents and information the Client sends or makes available and the processing derived from them.

2What Sinapsi is

Sinapsi is a professional service of Celebron that, with the help of artificial intelligence systems and checks by the Celebron team, collects the documents the business already produces, reads them, links them and returns in the Dashboard an up-to-date picture of the business: accounts, cash, day book, financial statements, creditworthiness, contracts, ESG sustainability profile, Vedi prima and litigation folder, according to the chosen level.

In the app the service’s artificial intelligence appears under the name Calypso, with a graphic character: it warns, explains and proposes, and always states that it is an artificial intelligence. Calypso does not decide, make payments, sign or send communications on the Client’s behalf; the name and the character may change without changing the service. The rules on artificial intelligence are in the Artificial Intelligence Terms.

The app’s game features, such as the tower, missions, streaks and badges, serve only to guide the use of the service: they award no prizes, economic benefits or discounts, are not an assessment of the business or of its creditworthiness and are not prize promotions under Italian Presidential Decree no. 430 of 26 October 2001. In quiet mode the Client reduces Calypso’s messages and switches the game off, with no effect on the service.

The levels (Essenziale, Completa, Pro and custom configurations), their content, the service hours included and the prices are set out in the Sinapsi price list and in the individual contract.

3What Sinapsi is not

• It is not management software and does not replace the accounts: official bookkeeping, statutory financial statements, tax returns and tax and payroll compliance remain with the Client and its professionals.
• It does not replace the accountant, the auditor, the payroll consultant or the lawyer.
• It is not credit brokerage, financial agency or investment advice: Celebron does not arrange financing and receives no fees from banks or lenders linked to the Client’s financing.
• The ESG profile and the creditworthiness section gather the business’s data and indicators: they are not ratings and assign no credit scores.
• It provides no legal advice and no assistance or defence in court (Article 7).

4Activation

Activation starts when the Client signs the Contract and sends the documents on the activation list, and is completed within thirty days of receiving the complete documents. Celebron assigns the Client code, enables the authorised users and records the authorised addresses indicated by the Client, who updates them when they change: the authorised users also from the app, choosing for each one the sections, the permissions and the duration of access; the authorised addresses in writing. Before activation Celebron completes the Client’s anti-money-laundering due diligence, as provided in Article 16.

5How documents are sent

Sinapsi is fed by a simple email:

1. the Client writes to sinapsi@celebron.it from an authorised address;
2. puts the Client code in the subject line;
3. attaches the requested documents, forwards the certified email (PEC) received or writes the requested report in the body.

Emails from unauthorised addresses or without a valid Client code are not processed: Celebron notifies the sender, where identifiable, and deletes them within thirty days. For particularly confidential documents Celebron may indicate an encrypted upload channel.

The Client sends only the documents needed for the service, guarantees their lawful origin and their conformity with the originals, and informs the people the data refer to, as required by law. Documents from criminal proceedings must not be sent.

6Vedi prima: forecasts, warnings and proposals

Vedi prima shows where the business will close the month, quarter and year, the expected figures for the next three months, upcoming events and proposed actions, with their estimated value and the role of the person on the Celebron team who checked them.

Proposals concern the management of the business, such as cash, collections, costs, prices, organisation and relations with banks, and include neither recommendations on financial instruments nor the brokering of financing.

7The litigation folder

For each document sent, such as a payment injunction, a writ of summons, a notice from the Italian Revenue Agency, a tax bill or an official report, Sinapsi:

• reads the document and summarises the parties, amounts and claims;
• calculates the deadlines, including the summer suspension of procedural time limits, and sends alerts at thirty, fifteen and seven days;
• estimates the economic effects in the worst, likely and best case, on cash, financial statements and credit;
• proposes a line, with the numbers of each possible course.

The deadlines calculated by Sinapsi are indicative: the one that counts is verified by the qualified professional. The Client sends each document as soon as it is received and instructs the professional in time; Celebron is not liable for the consequences of late sending or of instructions not given. Criminal proceedings are excluded.

Professional fees are not included in the price of Sinapsi and are agreed directly with the professionals. Celebron receives no fees from professionals for the clients referred to them.

8Celebron’s commitments

• To provide the service with the professional diligence required by Article 1176(2) of the Italian Civil Code, as an obligation of means and not of result.
• To have the Celebron team check data and proposals before they appear in the Dashboard as checked.
• To inform the Client in plain language of the artificial intelligence systems used and their role, as required by Article 13 of Italian Law no. 132 of 23 September 2025: the page How we use artificial intelligence and the Artificial Intelligence Terms, which form part of the Contract, do so.
• To meet the timescales in the price list and the individual contract and to notify the Client of any delay or anomaly affecting the Dashboard.
• To manage, control and safeguard Client data as provided in Article 10.

9The Client’s commitments

• To send true, complete and timely documents and to report any errors noticed in the Dashboard.
• To provide in writing, under its own responsibility, the information and documents needed for anti-money-laundering due diligence, including those on the beneficial owner, and to report any changes promptly (Article 22 of Italian Legislative Decree no. 231 of 21 November 2007).
• To keep authorised users and addresses up to date, safeguard access codes and promptly notify Celebron of suspicious access.
• To use the Dashboard for its own business, without transferring it to third parties or copying or decompiling its software.
• Not to ask Celebron to present data untruthfully to banks, authorities or third parties.
• To pay the fees when due.

10Client data: management, control and custody

• Celebron uses Client data only to provide the service: it does not sell or transfer them and does not use them to train third-party artificial intelligence models.
• It applies the technical and organisational measures described in the Data Processing Agreement: encryption, personal access with multi-factor authentication, an activity log, separation of each Client’s data, backups and periodic checks.
• It is liable for the providers it uses as for itself.
• As the number of clients grows, it scales storage, servers and security measures at its own initiative, without reducing these safeguards.
• In the event of a data breach it notifies the Client within forty-eight hours of discovery and assists it with its legal obligations.
• On request and on termination it returns the data to the Client free of charge in a structured, commonly used and machine-readable format, also for the purposes of Regulation (EU) 2023/2854, and deletes them within sixty days of termination, except those that the law requires to be kept, such as anti-money-laundering due diligence records, held for ten years (Article 31 of Legislative Decree 231/2007), issuing a certificate.
• It uses anonymous, aggregated data, which cannot be traced back to the Client, only to improve the service or, with the Client’s consent, for statistical observatories.

The processing of personal data is governed by the Data Processing Agreement, which forms part of the Contract.

11Confidentiality

The parties keep confidential the information of the other party that they learn and use it only for the Contract, during the relationship and for five years after it ends. Celebron people working on Sinapsi are bound by confidentiality. Disclosure obligations imposed by law or by the authorities are unaffected, including the reports required by anti-money-laundering law, which the law forbids disclosing to the Client (Articles 35 and 39 of Legislative Decree 231/2007).

12Intellectual property

Sinapsi belongs to Celebron, including the software, models, calculation methods, Dashboard, app, document templates, know-how and the «Sinapsi by Celebron» signs. The Client has a non-exclusive, non-transferable right to use the Dashboard and the app for the term of the Contract and to use freely, for its own business, the outputs it receives, including showing them to its bank or its professionals.

13Fees and payment

The fees are those of the Sinapsi price list and the individual contract, excluding VAT. Activation is paid on signature; the fee is paid monthly in advance, at the start of each month; hours beyond those included in the fee, authorised in writing by the Client (including by email), are charged at the price-list rates together with the following month’s fee. For every payment Celebron issues an electronic invoice, which the Client also finds in the app.

Payments are made by automatic charge. The default method is SEPA Direct Debit from the account indicated by the Client, under the mandate the Client signs at activation; alternatively the Client may choose a payment card, Apple Pay, Google Pay, PayPal or Satispay, and change method at any time in the app. Charges go through an authorised payment service provider chosen by Celebron, which holds the payment data: Celebron does not store card numbers and charges no fee for the method chosen.

If a payment fails, Celebron informs the Client in the app and by email on the day it learns of it, and may retry the charge on the following days. If payment does not arrive, seven days after that notice the Dashboard becomes view-only: the Client sees its data but cannot upload new documents and the Dashboard is no longer updated. After fifteen days, with notice by certified email, the service is suspended; after thirty days Celebron may terminate the Contract as provided in Article 14. As soon as payment is confirmed, the service reactivates automatically.

A SEPA refund requested from the bank, a card payment dispute and the revocation of the mandate without a new method count as a failed payment. During view-only access and suspension the Client may always download its data; the fees remain due and, in case of delay, so does the interest under Italian Legislative Decree no. 231 of 9 October 2002.

Celebron may update its prices once a year with sixty days’ written notice; before the effective date the Client may withdraw at no cost.

14Term, withdrawal and suspension

The Contract lasts twelve months from activation, unless otherwise agreed, and renews for further twelve-month periods unless either party gives notice by certified email at least sixty days before expiry. Celebron may withdraw at any time with ninety days’ notice.

Celebron may limit or suspend the service for non-payment as provided in Article 13, and immediately if there is a serious risk to data security; the limitation or suspension lasts until the cause is removed.

Celebron may terminate the Contract under Article 1456 of the Italian Civil Code, by certified email, if the Client fails to pay within thirty days of notice of a failed payment, breaches Article 12 or uses Sinapsi for unlawful purposes.

15Liability

Celebron is liable for damage caused by a breach of its obligations. Except in cases of wilful misconduct or gross negligence:

• Celebron’s total liability is limited to the fees paid by the Client in the twelve months before the event;
• Celebron is not liable for indirect damage or loss of profit;
• Celebron is not liable for decisions taken by the Client on the basis of forecasts, proposals or lines, nor for the consequences of incomplete, untrue or late documents;
• Celebron is not liable for interruptions due to causes beyond its reasonable control, while undertaking to restore the service as soon as possible.

Liability towards data subjects under Article 82 of Regulation (EU) 2016/679 is unaffected.

16Ethics, legality and anti-money laundering

Celebron operates under its Code of ethics and in compliance with Italian Legislative Decree no. 231 of 8 June 2001. It does not assist with transactions that may constitute offences, including tax, corporate, insolvency or money-laundering offences, and does not accept instructions contrary to the law. Where it has well-founded suspicion, it may suspend the service and withdraw from the Contract without liability.

Celebron is subject to the anti-money-laundering obligations of Italian Legislative Decree no. 231 of 21 November 2007, because it professionally provides accounting and tax services (Article 3(4)(b)). Accordingly, before activation and throughout the relationship, it carries out due diligence on the Client, its representatives and its beneficial owner; it keeps the documents and information collected for ten years after the relationship ends; and it reports suspicious transactions it becomes aware of to the Italian Financial Intelligence Unit (UIF) when the legal conditions are met. If due diligence cannot be completed, Celebron does not activate the service or withdraws from the Contract, as required by Article 42 of the Decree, without liability.

17Providers, professionals and assignment

Celebron may use providers, such as cloud services, email and artificial intelligence models, and professionals, remaining liable to the Client for their work. Providers that process personal data are listed in the Data Processing Agreement.

The Client consents in advance, under Article 1407 of the Italian Civil Code, to Celebron assigning the Contract to a company it controls that continues the Sinapsi service on the same terms; the assignment takes effect from written notice to the Client.

18Notices

Formal notices are sent by certified email (PEC): to Celebron at celebronsrlbg@legalmail.it, to the Client at the address given in the individual contract. Operational communications are exchanged by email between the contacts. The address sinapsi@celebron.it is used only to send documents and reports.

19Changes to these Terms

Celebron may amend these Terms with sixty days’ written notice; before the effective date the Client may withdraw at no cost. Changes required by law apply from the date set by law.

20Governing law and jurisdiction

The Contract is governed by Italian law. The Court of Bergamo has exclusive jurisdiction over any dispute.

21Clauses specifically approved

Under Articles 1341 and 1342 of the Italian Civil Code, the Client specifically approves, by signing the individual contract, the clauses of the following articles: 6 (nature of forecasts and proposals); 7 (limits of the litigation folder and of deadlines); 13 (automatic charge, view-only access, suspension and other consequences of non-payment, price updates); 14 (term, renewal, withdrawal, suspension and termination); 15 (limitations of liability); 16 (anti-money-laundering obligations, suspension and withdrawal for reasons of legality); 19 (changes to the Terms); 20 (exclusive jurisdiction). It also specifically approves the clauses of the Artificial Intelligence Terms listed in Article 19 of those terms.

The Italian text prevails over translations.