Terms of Service

1. Definitions

• Annota AI: Annota S.r.l., with registered office at Via Davide Lazzeretti 2/P, 58100 Grosseto, EU VAT No. IT01783380536, Tax code / Companies Register no.: 01783380536 - Maremma e Tirreno, REA No. GR-236295, fully paid-up share capital of €10.000,00, certified email (PEC) annotasrl@pec.it.
• Application: the website, web platform, APIs, and other interfaces through which the Service is provided.
• Service: the Annota AI software tools, including Annota Studio and Annota Brain, with the features included in the Plan.
• Plan: the selected free or paid offering, with the features, limits, credits, term, and support stated in the Application or the order form.
• User: the natural person who uses the Service, on their own behalf or on behalf of a company, another entity, or an Organization.
• Consumer User: a User who enters into the contract for purposes unrelated to their business, trade, craft, or professional activity.
• Business User: a User who enters into the contract in the course of that activity, including on behalf of a company or another entity, which in that case is a party to the contract and is also referred to as a Business User.
• Account: the personal profile through which the User accesses the Service.
• Organization: the shared space associated with a Plan, credits, storage, members, and User Content. The owner manages it and can delete it; administrators and members access it with their assigned roles.
• User Content: data, files, documents, annotations, instructions, questions, and any other material uploaded, created, or processed by the User with the Service.
• Output: the results produced with the Service’s artificial intelligence, such as annotations, OCR text, transcripts of audio recordings, and Brain answers.

2. Scope and acceptance

The Terms apply to browsing the website, registering, using the Service, and purchasing Plans. The User accepts them by ticking the relevant checkbox in the Application. When a new version contains material changes, the Application asks the User to accept it before continuing (section 15); Annota AI keeps the version and date of each acceptance. Anyone who does not accept them must not use the Application. A User who does not accept a new version may cancel the subscription, obtain their data, or close the Account by writing to team@annota.ai, in addition to the provisions of section 15. Browsing the website does not constitute an order or acceptance of the DPA. Clauses for which the law requires specific approval remain subject to that requirement.

The User must be of legal age and have the capacity to enter into contracts. Anyone acting on behalf of an organization represents that they have the authority to bind it. The VAT number provided is a relevant factor in classifying a purchase as a business purchase, but the actual purpose of the contract also matters.

3. Description of the Service

The Service includes Annota Studio and Annota Brain, for uploading, organizing, annotating, and processing images and documents, running OCR, creating dataset versions, exporting data, and querying documents, including through APIs and MCP integrations. Model training is available to Organizations admitted to the private beta; private installations require an Enterprise agreement and, where they run on the customer’s infrastructure, follow section 5, “Reporting and moderation”. Features, credits, limits, infrastructure, support, and availability depend on the Plan and any commercial agreement.

Beta or preview features are governed by section 17, “Beta features”. Announcements of future features are not commitments to release them, unless agreed in writing.

4. Account registration and security

The User registers with accurate and up-to-date information, is responsible for activity conducted through their Account, safeguards their credentials, and prevents unauthorized access. The User promptly notifies Annota AI of lost credentials, suspicious access, or any security incident.

The owner and administrators of an Organization manage members, roles, invitations, and User Content according to the Plan.

The Privacy Notice is separate from the Terms and is made available at registration. It is not accepted and does not constitute consent to any additional processing.

API keys and MCP tokens

The User is responsible for the API keys and MCP tokens created with their Account and for the activity conducted with them, including the credits consumed. The User keeps them secret, does not transfer them (section 5) and, if unauthorized use is suspected, revokes them and notifies Annota AI. Rate and usage limits are stated in the documentation or in the Application; exceeding them may temporarily block requests.

The User is also responsible for operations performed through API keys, MCP tokens, or artificial intelligence agents connected with their credentials, including irreversible deletions or changes. Annota AI is not liable for the consequences of such operations instructed by the User or their agents, unless they result from its own breach and without prejudice to liability that cannot be limited by law and mandatory consumer rights.

5. Permitted use and User responsibilities

The User uses the Service in accordance with the law, the Terms, the documentation, and the limits of the Plan. The User must not:

• upload or process content that is unlawful, misleading, discriminatory, or that infringes the rights of others, including intellectual property, confidentiality, and personal data;
• upload, generate, or process child sexual abuse material: there is zero tolerance, the Account is closed, and the facts are reported to the competent authorities;
• upload or disseminate intimate or sexually explicit images of a person without their consent;
• upload, generate, or disseminate content that incites or glorifies violence or terrorism, or use the Service to support violent or terrorist activities;
• use the Service for fraud, scams, or phishing;
• impersonate other people or use their voice or likeness without the right to do so;
• use the Service to develop, procure, or use weapons or to attack critical infrastructure;
• upload or process unlawfully made audio recordings;
• introduce harmful code, attempt unauthorized access, interfere with the Service, or overload it;
• carry out security testing, penetration testing, or vulnerability research on the Service without Annota AI’s written authorization;
• circumvent limits, rate limits, credits, safety filters, access controls, or security measures, including by creating multiple Accounts or Organizations to evade limits or obtain additional Free credits;
• share, sell, or transfer credentials, API keys, or MCP tokens;
• resell, sublicense, or make the Service available to third parties beyond what the Plan permits;
• reverse engineer or extract source code, models, or protected components, except where mandatorily permitted by law;
• use the Service for practices prohibited by Article 5 of Regulation (EU) 2024/1689 (AI Act) or for the high-risk purposes in its Annex III without complying with the related obligations;
• present Output as human work where the law requires its artificial origin to be disclosed;
• use the Service or Output for purposes prohibited by law or without the checks required by the context of use.

The User warrants that they have the rights, authorizations, and legal bases to upload and process User Content. For audio transcription, the User must have the right to record and process the voices of the people recorded, with a legal basis or, where required, their consent. Organizations are intended for private collaboration among authorized users, not for publishing content.

Sanctions and export control

The User represents that they are not subject to, or owned or controlled by persons subject to, sanctions of the European Union, the United Nations, or Italy or, where applicable to Annota AI or its providers, of other jurisdictions; that they are not located in countries or territories under embargo; and that they do not use or make available the Service or Output in breach of export rules or restrictive measures, including Article 5n of Regulation (EU) No 833/2014. Otherwise, Annota AI may reject the order, suspend the Service, or close Accounts and Organizations.

Reporting and moderation

Under Regulation (EU) 2022/2065 (Digital Services Act), the single point of contact for authorities and Users is team@annota.ai, together with the contact form, in Italian or English.

Annota AI does not generally monitor User Content. It acts upon a report, upon an order from an authority, or where there are indications of abuse. Automated tools may support the detection of abuse and the security of the Service, but decisions on reports and restrictions are reviewed by people. Depending on the seriousness of the case, it may remove content or disable access to it, limit features, or suspend or close Accounts and Organizations.

After a warning, Annota AI may suspend, for a reasonable period, Users who frequently upload manifestly illegal content, including repeated copyright infringements, and the processing of reports from those who frequently submit manifestly unfounded reports (Article 23 of the Digital Services Act). It assesses each case, considering in particular the number, seriousness, and consequences of the misuse and the intention of those responsible.

When it becomes aware of information giving rise to a suspicion of a criminal offense involving a threat to the life or safety of persons, Annota AI promptly informs the competent authorities (Article 18 of the Digital Services Act).

Anyone can report content they consider unlawful, including copyright infringements, through the report form or by writing to the contacts above and stating: the reasons why the content is unlawful; the exact location or identifier of the content; the name and email of the reporter, except for reports of child sexual abuse; and a statement that the report is made in good faith and that the information is accurate and complete. Annota AI confirms receipt, decides in a timely, diligent, non-arbitrary, and objective manner, and communicates the decision to the reporter.

When it takes a measure against unlawful content or content contrary to the Terms, Annota AI communicates the reasons to the User concerned, unless prohibited by law or by an authority, and the User may contest it by replying to the communication or through the contacts above. The out-of-court and judicial remedies provided by law remain available. The Digital Services Coordinator for Italy is the Autorità per le garanzie nelle comunicazioni (AGCOM).

In Enterprise installations on the customer’s infrastructure, Annota AI does not host or moderate content: hosting, moderation, and Digital Services Act obligations rest with the customer.

6. Orders and conclusion of the contract

Demo, contact, or model-access requests are not orders: they do not change the subscription and do not enable features.

The essential characteristics, prices, limits, and credit rates of the Plans are stated on the Pricing page, in the offer, and on the purchase screens, which form part of the contractual information provided before the order. Unless otherwise stated, presenting a Plan is an invitation to order, not an irrevocable offer.

Before ordering, the User can review and correct the information entered; where required by law, the final button clearly indicates the obligation to pay. Unless otherwise agreed in a signed document, the contract is concluded when payment is confirmed. Annota AI sends the Consumer User the order confirmation by email, on a durable medium, stating the Plan or top-up, price, taxes, term, renewal, payment, and consumer rights, including the declarations made on immediate performance and withdrawal.

Annota AI may reject an order due to unavailability, incorrect information, fraud risk, violation of law, or technical impossibility, refunding any amounts already collected without undue delay.

7. Plans, credits, and subscriptions

Individual plans, Team, and extra storage

The term, credits, members, datasets, versions per dataset, storage, features, and billing shown at subscription or in the order form (section 6) apply. Enterprise and private installations follow the relevant agreement.

Free and Pro allow one member per Organization, including for professional use. Collaboration between multiple members requires Team or Enterprise. Team is billed per purchased member, with a minimum of two including the owner. Each purchased member adds monthly credits and storage, shared by the Organization even if the seat is not occupied; pending invitations occupy a seat. On Pro and Team, monthly extra storage can be purchased; it renews with the Plan and does not add credits.

What counts toward storage and how it is measured is stated on the Pricing page. Unlimited datasets does not mean unlimited storage. Versions used to train models cannot be deleted while those models exist.

Exceeding a limit or switching to a Plan with lower limits does not delete content. Once a limit is reached, new operations that increase usage of that resource are blocked, such as creating datasets or versions, uploading files, starting OCR, or adding members; processing already started may finish above the limit. Blocked OCR pages are not charged. Storage accounting does not change the retention terms of the Privacy Notice and the DPA.

To switch from Team to Pro, the Organization must have only one member and no pending invitations; purchased Team members cannot go below the current members and invitations. When returning to Free, existing members remain, but no members can be added beyond the Free limit.

Credits

AI annotation, OCR, audio transcription, and Brain consume credits at the rates shown on the Pricing page and in the Application. Audio transcription is charged for each started minute of recording, for each transcribed part, even if the subsequent text rewrite fails. For Brain, indexing is charged at a fixed rate per indexed page, and searches and chat answers based on the tokens of the model calls needed, according to the rules shown on the Pricing page. Indexing that fails and answers that fail or that Brain cannot give reliably are not charged; answers stopped by the User are charged for the tokens used. Chat answers use each member’s weekly allowance shown on the Pricing page first, then the Organization’s credits. Resending a request with the same identifier is not charged again. Reading knowledge bases, indexing that reuses data already computed, uploads, conversion of Office and text files, manual annotation, dataset versions, exports, and downloads do not consume credits and remain available even with a zero or negative balance.

Included credits renew each month, do not roll over, are shared by the Organization, and are consumed before purchased credits. Suspended Free Organizations do not receive them. A User can create a new Free Organization only while owning fewer than two Free Organizations; the limit does not apply to switching to Free or to ownership transfers.

On Free, Pro, and Team, credit top-ups can be purchased without changing Plan. The minimum amount and rate are shown on the Pricing page and before confirmation. Purchased credits do not expire and remain with the Organization even on Free, unless the Organization is deleted (section 16). Top-ups do not increase members, datasets, or storage.

Credit-consuming operations can start only with a positive balance, except as shown on the Pricing page for chat, and are charged when they end, so the balance may become negative. A negative balance does not result in cash charges: it remains after the monthly renewal and is offset by subsequent credits. Until it is positive again, no new credit-consuming operations can start; the User can buy a top-up, wait for a sufficient monthly allowance, or switch to a paid Plan.

Renewal and cancellation

Subscriptions renew automatically for periods of the same duration unless canceled before renewal from the Organization’s Billing section, Plan panel, with Cancel subscription, or by writing to team@annota.ai. Cancellation also applies to add-ons. Unless otherwise stated or required by mandatory law, the Plan and add-ons remain active until the end of the paid period and can be resumed until then; the Organization then moves to Free, with its limits, keeping its members, content, and purchased credits.

For fixed-term subscriptions with automatic renewal, Annota AI notifies the Consumer User in writing, through the electronic channel the consumer has specified, thirty days before expiry, stating the deadline for cancellation (Article 65-bis of the Italian Consumer Code). If the required notice is not sent, the consumer may withdraw at any time without charge until the next expiry date.

Free trials, promotions, and complimentary credits may be subject to their own conditions and do not entitle the User to refunds or conversion into money.

Changes to prices and Plans

Annota AI may change prices, included credits, limits, credit rates, and Plans, including by withdrawing a Plan, for justified reasons: infrastructure, AI model, or provider costs, inflation, new features, security, or legal obligations.

Unfavorable changes are communicated by email and in the Application at least thirty days in advance, stating the reason and the effective date. For ongoing subscriptions they apply from the first subsequent renewal and do not affect the paid period; new credit rates apply to operations started after the effective date. If a Plan is withdrawn, at renewal the Organization moves to the Plan stated in the notice. Anyone who does not accept may cancel at no cost before the effective date; the Consumer User may also withdraw at no cost by the same date.

Favorable changes may take effect immediately. Purchased credits remain valid and are consumed at the rates in force at the time of the operation.

8. Prices, taxes, payments, and invoicing

Prices for Business Users may be stated exclusive of taxes, if clearly indicated. Before the order, the Consumer User is shown the total price including taxes and mandatory charges, including per billing period.

Before the first purchase, an administrator of the Organization enters the billing details in Settings › Billing: the Consumer User provides their full name, email, country, and postal code; the Business User provides its legal name, email, full address, VAT number and, for Italian businesses, the SDI recipient code or PEC. Checkout uses these details.

Sales to Consumer Users are documented as corrispettivi (Italian receipts-based reporting); a Consumer User can request an invoice by writing to team@annota.ai and providing their codice fiscale (Italian tax code). For Business Users, Annota AI issues the electronic invoice and transmits it through the Italian Exchange System (SDI) to the recipient code or PEC provided.

Payments are handled by Stripe, as described in the Privacy Notice; Annota AI does not store complete payment instrument details. Subscription changes are made in the Application; invoices, receipts, and saved payment methods are managed through the Stripe Customer Portal. The User authorizes the charges due and keeps payment and billing information up to date, and is responsible for it.

The Team charge is the per-member price multiplied by the purchased members; extra storage is a separate item. Before each change, the amount, effective date, adjustments, new allowances, and next renewal total are shown. Changes require an active subscription in good standing with no other pending changes.

Switching from Pro to Team, increasing Team members, and changes to extra storage take effect immediately after payment, with an adjustment and additional credits proportional to the remaining period; credits already consumed are not restored. Reducing Team members and switching to Pro take effect at the next renewal. Details are on the Pricing page; returning to Free follows section 7, paragraph “Renewal and cancellation”.

An adjustment in the User’s favor remains as a balance for future invoices: it does not become credits and is not refunded automatically, without prejudice to mandatory rights and the refunds under section 9.

If payment fails, Annota AI may retry the charge and, after informing the User and allowing at least ten days to pay, suspend paid features. Accrued amounts remain payable.

9. Right of withdrawal and cancellation of purchases

Business Users

Business Users are not entitled to the statutory right of withdrawal granted to consumers, but any cancellation, termination, or refund provided by the Plan, the order form, or the law remains applicable.

Consumer Users

A Consumer User may withdraw without giving reasons and without penalty within fourteen days after the contract is concluded, using the Withdraw from contract here function in Settings › Billing in the Application, available for subscriptions purchased by the User, which sends an acknowledgement of receipt by email, or by sending an explicit statement to team@annota.ai, which may use the form below. Withdrawal differs from the cancellation in section 7: cancellation stops renewals at the end of the period, while withdrawal dissolves the contract with the related refunds. On withdrawal, the subscription ends immediately, paid features stop, and the Organization moves to Free.

If the consumer expressly requested that the service begin during the withdrawal period and then withdraws, they pay only for the part provided up to the withdrawal. For subscriptions, which include both access for the period and an allowance of credits, the part provided is the greater of the share of the period elapsed and the share of included credits already consumed; Annota AI refunds the difference from the amount paid. For example, a consumer who withdraws after 5 days of a month having used 10% of the included credits pays 5/30 of the price; one who has used 90% pays 90%. The right is lost only after the service has been fully performed, if performance began with the consumer’s express consent and acknowledgement that the right would be lost. For digital content not supplied on a tangible medium, withdrawal is excluded from the start of supply only if the consumer expressly consented, acknowledged losing the right, and received the confirmation required by law. For credit top-ups, before payment, the consumer consents to immediate supply and acknowledges thereby losing the right of withdrawal; the order confirmation records this.

Annota AI refunds without undue delay and in any event within fourteen days after the withdrawal, using the same means of payment unless otherwise agreed and at no cost to the consumer.

Optional withdrawal form

• To: Annota S.r.l., Via Davide Lazzeretti 2/P, 58100 Grosseto, Italy; email team@annota.ai.
• I hereby give notice that I withdraw from the contract relating to the following Plan or Service: ________.
• Order number and date: ________.
• Full name and address: ________.
• Email associated with the Account: ________.
• Date: ________.
• Signature (only if the form is submitted on paper): ________.

10. Legal guarantee of conformity for consumers

Consumer Users benefit from the legal guarantee of conformity for digital content and services (Articles 135-octies et seq. of the Italian Consumer Code). For single supplies, Annota AI is liable for defects that become apparent within two years after supply, subject to the statutory limitation periods; for continuous supply, for defects that become apparent during the entire supply period.

The consumer may request that conformity be restored and, in the cases provided by law, a price reduction or termination of the contract, with a refund within fourteen days. To do so, the consumer writes to team@annota.ai describing the issue with the information useful to verify it. Nothing in the Terms limits the mandatory rights under the Italian Consumer Code.

11. Ownership and use of User Content

User Content remains the User’s. For the duration of the relationship, the User grants Annota AI a non-exclusive, worldwide, limited license to host, reproduce, technically transform, and process it solely to provide, protect, support, and maintain the Service, including through providers bound by appropriate contractual obligations.

Annota AI does not sell User Content and does not publish it or make it available to third parties for its own or their purposes. Any other use requires a separate agreement and, where necessary, specific consent or authorization.

Model training

Annota AI does not use User Content, Output, Brain conversations, or knowledge bases to train or improve its own or third-party artificial intelligence models, except with the User’s separate and explicit consent. Training runs started by the User produce models belonging to the User.

Output and trained models

Annota AI assigns to the User any rights it holds in Output and in the weights of models trained for the User. It does not guarantee that Output is protectable or unique: similar Output may be generated for others. To provide the Service, Annota AI uses its own models, open source third-party models, and models adapted through fine-tuning, in compliance with their licenses; the User acquires no rights in them. The weights of models trained for the User may remain subject to the license of the base model, which the Application shows when the User chooses it for training.

Usage data

Annota AI may use usage data, metrics, and technical data on the operation of the Service, excluding User Content, in aggregated or de-identified form to operate, protect, and improve the Service, without ever disclosing User Content. Personal data is processed as described in the Privacy Notice.

12. Annota AI intellectual property

Annota AI and its licensors retain all rights in the Application, software, models, interfaces, documentation, trademarks, and other content of their own, excluding User Content.

For the duration of the Plan, the User has a limited, non-exclusive, non-transferable right to use the Service for personal or professional purposes, within the limits of the Terms, the Plan, and the order form, revocable in the cases provided by the Terms.

Feedback, suggestions, and ideas voluntarily submitted by the User are not confidential information. The User grants Annota AI a free, perpetual, irrevocable, worldwide license to use them for any purpose, with no obligation to use them. This does not extend the use of User Content beyond section 11.

13. Personal data protection

The processing of personal data for the website, Account, Organizations, billing, security, and use of the platform is described in the Privacy Notice.

For personal data in User Content processed on behalf of a customer, the customer is normally the controller and Annota AI the processor. If the User is in turn a processor for another controller, the User must be authorized to appoint Annota AI as a subprocessor. Before such processing, the User ensures that a data processing agreement compliant with Article 28 GDPR applies. The DPA is part of the Terms and applies automatically to this processing: by accepting the Terms, the User also accepts it on behalf of the customer and declares that they have the authority to do so.

14. Artificial intelligence features

Output may be incomplete, inaccurate, not unique, or unsuitable for the context, even when it cites sources. The User verifies it, checking the cited sources, before using or exporting it or making decisions. Output is not professional advice and does not replace human oversight or checks required by law or good practice.

The User determines whether use of the Service and Output is appropriate and compliant with the rules of their sector. The Service is not designed for high-risk uses. It must not be used for decisions with legal or similarly significant effects on individuals without a legal basis, information, human oversight, and appropriate safeguards.

The third-party models used by the Service (section 11, “Output and trained models”) are also subject to the usage policies of their authors, who provide them as is and without warranties. Annota AI’s obligations under the Terms remain unaffected.

For the purposes of Regulation (EU) 2024/1689 (AI Act), Annota AI is the provider of the artificial intelligence features it offers. A User who trains a model with the Service and uses it or places it on the market is responsible for it as provider or deployer. Brain answers are identified as generated by artificial intelligence in the Application and, in machine-readable form, in API and MCP responses and in conversation exports (Article 50 of the AI Act); the User informs third parties where required by law. Annota AI provides the information on the operation of the Service reasonably necessary for transparent and compliant use.

15. Changes to the Service and the Terms

Annota AI may change the Service for legal compliance, security, performance, error correction, technical updates, abuse prevention, or new features.

For the Consumer User, changes not necessary for conformity are made for valid reasons and at no additional cost. If they negatively affect access to or use of a continuously supplied digital service in a more than minor way, the consumer is informed with reasonable advance notice on a durable medium and may withdraw free of charge within thirty days after the notice or the change, if later.

Material changes to the Terms are communicated by email, in the Application, or by another appropriate means at least thirty days in advance and are not retroactive, except under mandatory rules; only for these does the Application ask for a new acceptance. Minor or formal changes, which do not reduce the User’s rights or increase their obligations, take effect when the new version is published, as notified in the Application or by email. Urgent security measures or measures required by law may take effect immediately, without retroactive effects on the contract. Anyone who does not accept a material change may, before it takes effect, disable renewal, close the Account, or, where provided, terminate the contract.

16. Suspension, deletion, and Account closure

The User may disable renewal or close the Account from the Application or by writing to team@annota.ai. Closure does not extinguish payments already accrued.

Annota AI may suspend or limit the Service for non-payment (section 8), breach of the Terms, or use that creates a concrete risk for Annota AI, Users, or third parties. With the Consumer User, except in urgent cases of security, fraud, unlawful activity, or orders from an authority, it first notifies the breach and allows at least ten days to remedy it; in urgent cases, suspension may be immediate but limited to what is necessary. For Business Users, section 22, “Business Users”, applies. The statement of reasons for measures and their contestation follow section 5, “Reporting and moderation”.

Before deleting data, the User exports what they wish to keep: deletion of a dataset or an Organization may be immediate and irreversible, without prejudice to technical removal from storage and backups.

Only the owner can delete an Organization. Immediate deletion cancels the subscription at once without a refund of the remaining period and results in the loss of content and credits, including purchased credits, without prejudice to mandatory consumer rights. On paid Plans, the owner may instead schedule deletion at the end of the period: the subscription does not renew and the Service remains available until expiry. Until then, an administrator may withdraw the request, including by resuming the subscription.

Closing the Account disables access and removes the User from other people’s Organizations. Organizations the User owns are suspended, their subscriptions are canceled at once without a refund of the remaining period (without prejudice to mandatory consumer rights), invitations are revoked, and deletion is scheduled after 30 days, unless the User first transfers ownership. Before closure, the User can export their data. Retention of Account data after closure is described in the Privacy Notice.

If the relationship ends without the User having deleted the data, unless immediate deletion is requested or a longer period is provided by the Plan, the order form, or the DPA, Annota AI makes User Content exportable for 30 days after termination and deletes or anonymizes it in active systems within 90 days after termination, subject to legal obligations and authority requests. For data processed on the customer’s behalf, return, deletion, and copies, including backups, follow the DPA; the 90-day period is not a maximum limit for backups.

Switching to another provider

Under Regulation (EU) 2023/2854 (Data Act), the owner of the Organization, whether a consumer or a business, may ask team@annota.ai to switch to another provider or to their own infrastructure, or to delete the exportable data, with a maximum notice period of two months. The notice period starts from the complete request, sent by the owner with the necessary information, such as the destination and the data concerned.

At the end of the notice period, a transition period of up to 30 days begins, during which Annota AI continues to provide the Service, reasonably assists the switch, and maintains data security. If that period is technically impossible, Annota AI says so, with reasons, within 14 days of the request and indicates an alternative period, not exceeding seven months in total. The customer may extend the transition period once.

Exportable data is User Content, such as files, documents, annotations, labels, OCR text, dataset versions, exports, and trained models, in the formats available in the Service. Search indexes, embeddings, and summaries that can be recomputed from the documents, Annota AI’s internal configuration, and security and billing data are not exportable. Instructions for export and switching are on the Privacy & Security page. Technical details are in the documentation.

The contract ends when the switch is complete: from that moment, the 30-day retrieval period and the deletion of exportable data provided above for termination of the relationship begin. Switching is free of charge and does not entitle the customer to a refund of amounts already paid, without prejudice to consumer rights, such as withdrawal and the guarantee of conformity. Beta features are excluded.

17. Availability and warranties

Annota AI provides the Service with professional diligence and reasonable security and availability measures. Maintenance, updates, incidents, third-party services, or events beyond its control may cause temporary interruptions.

Only the service levels stated in the Plan or in a signed agreement apply. Free features that are not in beta may be changed, limited, or discontinued with reasonable notice, except in urgent cases.

For Consumer Users, the guarantee of conformity and other mandatory rights remain applicable. For Business Users, to the extent permitted by law and except for agreed warranties, the Service is provided as is and as available.

Beta features

Beta or preview features, including model training, are intended for evaluating the Service. They are provided as is, without service levels or warranties beyond those mandatory by law, and may be changed, limited, or discontinued at any time, where possible with notice that allows data to be exported. During the private beta, model training does not consume credits; any future costs are communicated before they apply. Non-public information about beta features is confidential.

18. Limitation of liability

Consumer Users

Liability to Consumer Users is governed by law. Nothing excludes or limits liability or rights that cannot be excluded or limited.

Business Users

To the extent permitted by law, each party is liable only for direct and foreseeable losses caused by its own breach, and not for loss of profits, revenue, opportunities, goodwill, or data, or for indirect or consequential losses. Each party’s total liability does not exceed the greater of 100 euros and the amounts paid or payable by the User in the twelve months preceding the event giving rise to the loss.

These limits do not apply to payment obligations, the indemnity, breaches of section 5, willful misconduct or gross negligence (Article 1229 of the Italian Civil Code), death or personal injury, and other cases of liability that cannot be limited by law.

The Business User indemnifies Annota AI against third-party claims, and the related losses, costs, and reasonable legal fees, arising from User Content or from breach of the Terms by the Business User or the members of their Organization. Annota AI informs the Business User of the claim without delay, allows them to participate in the defense, and does not enter into settlements at their expense without their consent.

Annota AI is not liable for the consequences of unlawful or inaccurate User Content, use of Output without appropriate verification, breach of instructions, credentials compromised through the User’s actions, or third-party services selected and managed by the User.

19. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, such as disasters, conflicts, government action, widespread power or connectivity outages, generalized cyberattacks, unavailability of essential infrastructure, and labor disputes not limited to its own personnel.

The affected party informs the other as soon as possible and limits the effects. If the impediment lasts more than sixty days and materially compromises the Service, either party may terminate the affected part of the contract, without prejudice to rights already accrued.

20. Third-party services and links

The providers Annota AI uses are listed in the Privacy Notice and, for data processed on behalf of customers, in the DPA and the subprocessor list. Annota AI is responsible for those providers to the extent provided by law and the applicable agreements.

Third-party integrations, applications, and websites activated by the User are subject to the terms and notices of their respective providers; the User assesses their suitability before transferring data. Artificial intelligence clients connected through MCP or authorized from the Account access Organizations with the User’s permissions, the User Content they read is processed by their providers, and the operations they start consume credits as in the Application. Annota AI does not control these services and is not responsible for them.

21. Governing law and disputes

The Terms are governed by Italian law.

For Business Users, the Court of Grosseto has exclusive jurisdiction, unless otherwise agreed in writing.

For Consumer Users, the court of the consumer’s place of residence or domicile has jurisdiction where provided by law, and the more favorable mandatory rules of the consumer’s country of habitual residence remain applicable.

Before going to court, the User may submit a complaint to team@annota.ai. The consumer may use the competent alternative dispute resolution bodies.

22. Final provisions and contact details

Contractual communications may be sent to the Account email and are deemed received when they become accessible. The User keeps their contact details up to date.

The invalidity of a provision does not affect the others. Failure to exercise a right is not a waiver. The User may not assign the contract without Annota AI’s consent; Annota AI may assign it in the event of a reorganization or business transfer, giving notice and without reducing consumer rights.

Provisions that by their nature survive termination of the contract remain in effect, in particular those on amounts due, intellectual property, liability, indemnity, confidentiality, governing law, and jurisdiction.

Only the Italian version of the Terms is authoritative, and it prevails over any translation in the event of a discrepancy.

For questions, complaints, withdrawal, or support, the User can write to team@annota.ai or send a certified email (PEC) to annotasrl@pec.it, or use the contact form.

Business Users

With Business Users, in addition to section 18, “Business Users”, the following rules also apply:

• Confidentiality: each party protects the other’s confidential information with reasonable measures at least equal to those it uses for its own, uses it only to perform the contract, and discloses it only to personnel and providers who need it and are bound by confidentiality. Information is not confidential if it is public without breach of contract, was already lawfully known, was lawfully received from third parties, or was independently developed. Disclosure required by law is permitted to the extent necessary and, where possible, with notice to the other party. The Business User’s User Content is its confidential information: Annota AI does not disclose it and uses it only to provide the Service, within the limits of section 11.
• Suspension: Annota AI may suspend or limit the Service in the cases of section 16 with notice where possible, and immediately in the event of abuse, security risks, fraud, unlawful activity, or orders from an authority. The period of at least ten days to remedy applies only to non-payment (section 8).
• Invoices: disputes must be sent in writing to team@annota.ai within 30 days of the invoice date; after that period, the invoice is deemed accepted, except for clerical errors. If it disputes only part of an invoice, the Business User pays the undisputed part by the due date and disputes the rest within the same 30-day period.
• Entire agreement: the Terms, together with the documents referred to in the introduction and in section 6, constitute the entire agreement between the parties and supersede prior understandings on the same subject matter. The User’s general terms and conditions do not apply.
• Publicity: Annota AI may mention the User’s name or logo as a customer only with the User’s prior written consent.

Specific approval

Under Articles 1341 and 1342 of the Italian Civil Code, the Business User, through the administrator who declares that they have the authority to bind it, specifically approves the following clauses when saving billing details as a business in Settings › Billing, before any purchase, and again when the Application asks them to accept a new version of the Terms: section 4, “API keys and MCP tokens” (responsibility for operations through keys, tokens, and agents); section 5 (prohibitions, sanctions and export control, moderation measures); section 7 (blocks when limits are reached, negative balance, automatic renewal, unilateral changes to prices and Plans); section 8 (suspension for non-payment, non-refunded adjustments); section 9, “Business Users” (exclusion of the statutory right of withdrawal); section 11, “Output and trained models” (no warranties on Output); section 12 (feedback license); section 15 (unilateral changes to the Service and the Terms); section 16 (suspension, deletion, closure, and loss of content and credits); section 17 (exclusion of warranties and beta features); section 18 (limitation of liability and indemnity); section 19 (force majeure and termination); section 20 (exclusion of liability for third-party services); section 21 (exclusive jurisdiction); section 22 (assignment of the contract, suspension, deadline for disputing invoices, entire agreement).