Terms & Conditions

1. Scope & Acceptance

The Service is offered exclusively to businesses, public bodies, and other organisations acting in the course of their professional activity. It is not intended for, and may not be subscribed to by, consumers. By accepting these Terms, you represent that (i) you are authorised to bind the Customer, (ii) the Customer is not a consumer within the meaning of Articles 2 and 3 of the Italian Consumer Code (D. Lgs. 206/2005), and (iii) you accept these Terms in their entirety.

Where AION and Customer have signed an order form, master services agreement, or any equivalent commercial document (each an “Order”), that document together with these Terms forms the entire agreement (the “Agreement”). In the event of conflict, the Order prevails.

2. Definitions

• “Authorised User” — an individual permitted by the Customer to access the Service.
• “Customer Data” — any data, content, or information uploaded to or generated within the Service by or on behalf of the Customer.
• “Documentation” — the technical and operational manuals AION makes available describing the use of the Service.
• “Insurer” — any duly authorised insurance undertaking or intermediary engaged to underwrite or place coverage in connection with a Customer programme.
• “Programme” — the white-label aftersales-protection offering configured for the Customer through the Service.
• “End-Customer” — an individual customer of the Customer who registers an asset, receives coverage, or files a claim through a Programme.

3. The Service

AION provides a software platform that enables luxury brands to configure, deploy, and operate aftersales-protection Programmes. AION's role is technical and administrative: AION is not an insurer and does not underwrite risk. Coverage is issued by an Insurer pursuant to its own contractual documentation, terms of cover, and applicable insurance regulation.

AION may from time to time enhance, modify, or deprecate features of the Service. Where a change materially reduces the functionality of the Service, AION will give the Customer reasonable advance notice and, where appropriate, alternatives.

4. Access & Authorised Users

AION grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of the Agreement, solely for the Customer's internal business purposes and the operation of its Programme. The Customer is responsible for: (a) the acts and omissions of its Authorised Users as if they were its own; (b) maintaining the confidentiality of all credentials; and (c) notifying AION promptly of any suspected unauthorised access.

5. Acceptable Use

The Customer shall not, and shall procure that its Authorised Users shall not:

• reverse engineer, decompile, or attempt to derive the source code of the Service, except as expressly permitted by mandatory law;
• sell, resell, lease, or sublicense the Service to a third party outside the scope of a Programme;
• interfere with the integrity, security, or availability of the Service, including by introducing malicious code or attempting to circumvent rate limits;
• use the Service to process data in violation of applicable law or third-party rights, including intellectual-property, privacy, or consumer-protection rights; or
• misrepresent affiliation with AION or any Insurer.

6. Fees & Payment

The fees, billing cadence, currency, and payment terms applicable to the Service are set out in the Order. Unless the Order states otherwise:

• fees are stated exclusive of VAT and any applicable taxes;
• invoices are payable within thirty (30) days of issuance by bank transfer to the account designated by AION;
• late payments accrue default interest at the rate set out in Legislative Decree no. 231/2002 implementing Directive 2011/7/EU on combating late payment in commercial transactions; and
• AION may suspend access to the Service if undisputed amounts remain unpaid more than fifteen (15) days after written notice.

7. Customer Data & Confidentiality

As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants AION a worldwide, royalty-free licence to host, process, and transmit Customer Data solely as necessary to provide the Service and meet its obligations under the Agreement.

Each party shall keep confidential any non-public information disclosed by the other in connection with the Agreement and use it only for the purposes of the Agreement, applying at least the same degree of care it applies to its own confidential information and in any event no less than reasonable care.

Where AION processes personal data on behalf of the Customer, the parties shall enter into a data-processing addendum compliant with Article 28 GDPR. Our broader privacy practices are described in our .Privacy Policy.

8. Intellectual Property

AION and its licensors own all right, title, and interest in and to the Service, including all software, designs, trademarks, and documentation, and any improvements, derivatives, or feedback incorporated into the Service. No rights are granted to the Customer other than the limited use rights expressly set out in these Terms.

The Customer retains all right, title, and interest in and to its trademarks, brand assets, and marketing materials. The Customer grants AION a limited licence to use such assets solely to operate and promote the Programme as agreed in the Order.

9. Warranties & Disclaimers

AION warrants that the Service will materially conform to the Documentation under normal use. AION's sole obligation, and the Customer's sole remedy, for breach of this warranty shall be, at AION's option, to: (i) re-perform the affected Service; or (ii) terminate the affected Order and refund any pre-paid, unused fees attributable to the period after termination.

Except as expressly stated in the Agreement and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. AION disclaims all other warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or usage of trade. AION does not warrant that the Service will be uninterrupted or error-free.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or anticipated savings, even if advised of the possibility of such damages; and
• each party's aggregate liability arising out of or relating to the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Customer to AION under the relevant Order in the twelve (12) months immediately preceding the event giving rise to liability.

Nothing in the Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; or (d) any other liability that cannot be excluded or limited under applicable law.

11. Indemnification

The Customer shall indemnify, defend, and hold harmless AION and its affiliates against third-party claims arising out of: (i) the Customer's breach of these Terms; (ii) Customer Data, including any allegation that Customer Data infringes third-party rights or violates applicable law; or (iii) any Programme configuration or representation made by the Customer to its End-Customers. AION shall control the defence and may settle any such claim, provided no settlement imposes an obligation on the Customer without its prior written consent (not to be unreasonably withheld).

12. Relationship with Insurers

Cover is granted by the Insurer under its own policy documentation, which is supplied to the End-Customer at the moment of registration. Claims handling, indemnity decisions, and payouts are governed by the policy and by applicable insurance regulation. AION acts as a technology and administration provider and accepts no liability for decisions taken by the Insurer in the exercise of its underwriting and claims-handling responsibilities.

13. Suspension

AION may suspend access to all or part of the Service, in whole or in part, on reasonable notice (or immediately, where necessary to protect the integrity of the Service or comply with law) if: (a) the Customer commits a material breach of the Agreement that has not been cured within fifteen (15) days of written notice; (b) AION reasonably suspects fraud or unauthorised use; or (c) required by law, regulator, or competent authority.

14. Term & Termination

The Agreement starts on the effective date of the Order and continues for the initial term stated therein. Thereafter it renews for successive periods of equal duration unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.

Either party may terminate the Agreement for cause upon written notice if the other party: (i) commits a material breach not cured within thirty (30) days of receipt of written notice; or (ii) becomes insolvent, files for or has filed against it any bankruptcy or analogous proceeding that is not dismissed within sixty (60) days, or makes a general assignment for the benefit of creditors.

Within thirty (30) days following termination, AION will, at the Customer's written request, make a copy of Customer Data available for export. Thereafter AION may delete Customer Data, subject to obligations to retain it under applicable law or insurance-regulatory requirements.

15. Force Majeure

Neither party shall be liable for failure or delay in performance of its obligations (other than payment obligations) where the failure or delay results from events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental actions, pandemics, labour shortages, or failures of public telecommunications networks or third-party hosting providers.

16. General

16.1 Assignment

Neither party may assign the Agreement without the prior written consent of the other, except that AION may assign the Agreement, without consent, to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of substantially all of its assets.

16.2 Notices

Notices under the Agreement must be in writing and sent to the contact addresses recorded in the Order, by email to legal@aioncover.com (for AION) or to the Customer's designated contact, with confirmation of receipt for material notices.

16.3 Entire Agreement

The Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior discussions, proposals, and writings. Any amendment must be in writing and signed by both parties.

16.4 Severability

If any provision of the Agreement is found to be unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be interpreted in a manner that gives effect, as nearly as possible, to the parties' original intent.

16.5 No Waiver

The failure of either party to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

16.6 No Partnership

The Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

17. Governing Law & Jurisdiction

The Agreement is governed by and construed in accordance with the laws of Italy, excluding its conflict-of-laws principles and the UN Convention on Contracts for the International Sale of Goods.

The parties submit to the exclusive jurisdiction of the courts of Milan, Italy, for any dispute arising out of or in connection with the Agreement, save that AION may bring proceedings to enforce payment or protect its intellectual-property rights in any court of competent jurisdiction.

18. Contact

Questions about these Terms can be sent to legal@aioncover.com.