Terms and Conditions

Article 1 — Preamble

Braino.AI S.r.l., headquartered at via Ippodromo 56, 20151 Milan, tax code and VAT no. 13049530960, and registered in the Milan Business Register under no. 2700433, registered with the Autorité de Contrôle Prudentiel et de Résolution (ACPR 751641) as an Agent for Payment Services of the electronic money institution Treezor (CIB 16798), with registered office at 33 rue de Wagram 75017 Paris, ("Braino" or the "Company"), has developed and owns the "Braino" platform (the "Platform").
The Platform is intended, inter alia, to facilitate the management of an e-money account and debit card, and consists of an IT infrastructure that enables access to digital payment accounts ("Digital Payment Accounts"), opened and fully managed by Treezor SA ("Treezor" or "Electronic Money Institution"), and the transfer of funds through irrevocable payment orders issued via the Braino app and executed by Treezor. In particular, the Platform allows users to open a payment account and fund it via credit card or bank transfer.
The Platform is accessible via the mobile application and web app "Braino" (the "App"). The website braino.ai (the "Website") is solely for informational and promotional purposes.
The Platform user (the "User") is a natural person interested in using the Platform and receiving services provided by the Company through it, acting as a "consumer" under Legislative Decree no. 206/2005 as defined in Article 3, letter a) ("Consumer Code"), that is, for purposes unrelated to any entrepreneurial, commercial, artisanal, or professional activity possibly carried out.
These general conditions ("General Conditions") govern the relationship between Braino and the User, limited to the use of the Platform and the provision of primarily "technical" services offered by Braino through the Platform, as better identified in Article 3 below. By agreeing to the General Conditions, through the procedure described in Article 2.1, the User declares that: i) they are at least 18 (eighteen) years old; ii) they have full legal capacity.
Without prejudice to the above, using the Platform and the services provided by Braino requires the User to open a "Treezor" Digital Payment Account with the Electronic Money Institution. Therefore, at the time of subscribing to these General Conditions, each User also signs a contract with the Electronic Money Institution for the opening of the Digital Payment Account ("Treezor Contract"). The User acknowledges and agrees that all matters relating to the relationship with the Electronic Money Institution — including the terms governing the Digital Payment Account, Payment Orders, and Payment Transactions (as defined in the Treezor Contract), and any other activity carried out by the Institution through the Platform — are governed solely by the Treezor Contract. In the event of a conflict between the Treezor Contract and these General Conditions, the Treezor Contract shall prevail.
Although the relationship between Braino and the User (collectively referred to as the "Parties", individually as a "Party") is governed solely by these General Conditions and the Privacy Notice (as defined below), limited to the processing activities for which Braino acts as an independent data controller (together, the "Braino Contract"), the User acknowledges and agrees that they cannot use the Platform and its services if the Treezor Contract is not signed or becomes ineffective for any reason (including, for example, termination or withdrawal).
Upon subscription, the User is invited to download and store these General Conditions, as in force from time to time, on a durable medium.

Article 2 — Registration — Subscription Procedure of the Braino Contract

To use the Platform, the User must create and maintain a personal account. The User's registration on the App ("Registration") includes the following steps: i) entering their first and last name, and accepting — using the "point and click" technique (i.e., by checking non-pre-selected boxes) — the Privacy Notice pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 ("GDPR"); ii) entering their date of birth; iii) entering their email address; iv) entering their phone number; v) entering the OTP code sent by the Platform to confirm the User's contact information; vi) creating login credentials (PIN) and selecting a security question for credential recovery; vii) entering their address and tax code; viii) uploading a valid identification document and taking a so-called "selfie"; ix) entering an Italian IBAN code; x) signing the Treezor Contract and these General Conditions using the "point and click" method; xi) optionally providing consent — again through the "point and click" method — for the processing of personal data for purposes not strictly necessary for using the Platform's services (e.g., promotional purposes).
The User acknowledges the strictly confidential nature of their account and Registration credentials (username and password), and therefore undertakes to keep them confidential and not disclose them to third parties. The Company disclaims any liability for fraudulent acts or actions performed by the User and/or third parties who accessed the account due to the User's intentional or negligent conduct.
The Company warns Users that entering third-party personal data, false, fictitious, or otherwise knowingly incorrect information during Registration is strictly prohibited. The User acknowledges and agrees that failure to comply with this provision will result in the suspension of the Braino Contract and, in more severe cases or where no reasonable remedy can be applied, the termination of said contract. Braino reserves the right to claim damages for any harm suffered due to the User's conduct. Accordingly, the User agrees to indemnify and hold harmless the Company from any claims for compensation by third parties or penalties in any way related to violations of this clause, without prejudice to Braino's right to protect its interests. Likewise, the Company shall not be held liable to Users for any loss, including financial losses and/or damages (including lost profits, actual damages, and loss of opportunity) resulting from breaches of this provision. Braino reserves the right to close or suspend accounts that, in its sole discretion, contain incorrect data or perform suspicious operations, including those in violation of current anti-money laundering regulations.
The Treezor Contract (along with its annexes) and the Braino Contract are considered concluded when the User receives confirmation from the Platform that these documents have been validly signed. The User acknowledges and agrees that if the Treezor Contract is not concluded for any reason (e.g., if Treezor's anti-money laundering checks fail), the Braino Contract shall also be deemed not concluded.

Article 3 — Object

By signing the Braino Contract, for the entire duration of the contract, Braino grants the User a non-exclusive, non-transferable, and free license to use the Platform, in order to allow the User to access the following services provided by Braino through the Platform (the "Services"):
fund transfer system management services, to support the User's use of Digital Payment Accounts in accordance with the Treezor Contract, implemented through formal, standardized mechanisms and common rules for the processing and settlement of Payment Transactions as defined in the Treezor Contract;
services enabling the User to access their personal account within the Platform, in order to modify and/or update personal information;
services allowing the User to create and manage personal rules and automations for the transfer of funds — both to sub-accounts (wallets) of the User and to Digital Payment Accounts of third parties — including for the purposes of saving and budgeting, and/or for paying insurance premiums, accumulation plans, or investment contributions;
services that, within the legal authorizations granted to Braino for the distribution of insurance and financial products, allow the User to select and subscribe to insurance policies, investment products, and to buy and sell financial instruments;
any other service not previously mentioned that involves the movement of money through the wallet and Braino app.

Article 4 — How the platform works

The Platform operates as a "virtual space" in which Users, after completing Registration and under their sole responsibility and risk, may purchase Goods and/or execute Payment Transactions using their own Digital Payment Account, pursuant to the Treezor Contract.
Without prejudice to the provisions of Article 4.3 below, the User acknowledges that Braino never comes into possession of the funds being transferred between Digital Payment Accounts, nor does it have any access to or control over the funds contained therein and/or over the information entered by Users into the Platform. Under no circumstances can Braino be held responsible for the lawfulness of the use of the Platform and Services, for the accuracy, legality, and/or completeness of the information provided through it, or for any violations of third-party rights carried out by Users through the Platform.
Users acknowledge and agree that the issuance of Payment Orders relating to their Digital Payment Account is governed exclusively by the terms and conditions of the Treezor Contract.
Each User can transfer funds to and receive funds from third parties on their Digital Payment Account in order to use the Platform's services. This can be done by recharging the Digital Payment Account via credit card, transferring funds via bank transfer to the IBAN associated with the Digital Payment Account, or transferring funds between Digital Payment Accounts (their own sub-accounts and/or wallets or those of third parties). Upon receipt of funds, Treezor will update the available balances through the Platform. Similarly, the User can transfer funds from their Digital Payment Account to their own bank account, a third party's bank account, or other Digital Payment Accounts (their own or those of third parties) ("Transfer of Funds from the Digital Payment Account").

Article 5 - COMMITMENTS OF THEPARTIES

By signing the Braino Contract, Braino undertakes to ensure the absence of endemic defects or malfunctions of the Platform, except in cases where non-functionality is due to causes not attributable to Braino, such as circumstances beyond its reasonable control or Force Majeure (as defined below). In any case, the User acknowledges and accepts that, in general, software products (such as the Platform) are not entirely free of errors. Consequently, the User expressly agrees that the mere presence of errors in the Platform, unless due to fraud or gross negligence by Braino, does not constitute a breach of the obligations assumed by Braino under this contract.
Conversely, by signing the Braino Contract, the User undertakes to:
keep the login credentials for the Platform confidential and assumes all responsibility for any disclosure of such information on their part;
use the Platform in compliance with applicable law (including, but not limited to, personal data protection laws), the Braino Contract, and any additional instructions communicated by Braino, including within the Platform itself;
not use the Platform fraudulently or in any offensive manner or in a way that harms the reputation and honor or other rights of Braino, Treezor, and/or third parties (including, but not limited to, other Users);
refrain from any behavior, action, or conduct that could i) damage or prejudice Braino's IP Rights (as defined in Article 7 below), ii) impair the functioning of the Platform in any way, iii) violate applicable laws, or iv) violate anti-money laundering regulations.
In the event of the User's breach of any of the obligations listed in Article 5.2, or in cases of other abusive conduct through the Platform, the User agrees to indemnify and hold harmless Braino from any claims, damages, or adverse effects that may result — directly or indirectly — from claims made by third parties (including, but not limited to, other Users, the Electronic Money Institution, the Bank of Italy, or other authorities) due to such breach, even if the User is not at fault.
Without prejudice to Article 5.3 above, in the event of the User's breach of any obligation under Article 5.2, or if Braino receives reports of abuse from any third party (including Users and/or any authority), Braino reserves the right, at its sole discretion, to suspend the User's access to the Platform and Services for the time necessary to verify the reported issues and/or until the User remedies the non-compliance that caused the suspension. Furthermore, if the User fails to provide a remedy within 15 (fifteen) days, Braino may terminate this Contract, pursuant to Article 10, due to the User's fault.
The User is aware that this Contract is considered a "distance contract" pursuant to Articles 50 et seq. of Legislative Decree of September 6, 2005, no. 206 (the "Consumer Code"), and relates to the provision of financial education and planning services, and the distribution of insurance policies and investment products (regulated by separate contracts to be signed with the insurance company or the investment and/or management company, as applicable).
The Client acknowledges and accepts that insurance and financial products distributed through the Platform are governed by specific contracts between the User and the entity providing the insurance or investment service.

Article 6 - ECONOMICS TERMS

For the entire duration of the Braino Contract, the User shall use the Platform and benefit from the Services in accordance with the subscription plans published in the dedicated PLANS section of the Braino website.

Article 7 - INTELLECTUAL PROPERTY RIGHTS

The User acknowledges that all intellectual and industrial property rights relating to the Platform, the App and the Website ("IP Rights") are the exclusive property and/or within the full availability of Braino and shall remain so for the entire duration of the Braino Contract and even after its termination.
At all times during the term of the Braino Contract - and thereafter - the User undertakes, directly or indirectly, to:
use the IP Rights solely for the performance of the Braino Contract and in accordance with the obligations assumed therein;
exercise the utmost diligence to prevent third parties from taking any action that could impair or limit the validity of the IP Rights;
not dispute, either directly or indirectly, the validity of any of the IP Rights or Braino's ownership, title or interest therein;
not copy, modify, duplicate, reproduce, adapt and/or perform reverse engineering on the Platform or on the related IP Rights.

Article 8 - EXCLUSION OF LIABILITY FOR BRAINO

In accordance with this Braino Contract, the User uses the Platform and benefits from the Services autonomously and assumes full responsibility for all activities undertaken, without exception. Given the nature of how the Platform operates and the resulting relationships that form between Users through the use of the Services (as described in Article 4 above), and without prejudice to the provisions of Article 5, the User acknowledges and agrees that Braino does not perform any preliminary checks on the characteristics, purposes, and/or objectives of fund collections and/or Payment Transactions, or on the information and comments published by Users within the Platform. Furthermore, Braino bears no responsibility for any goods potentially purchased via Payment Transactions carried out by the User and, consequently, cannot be held liable for any losses or damages suffered by the User resulting from the use or inability to use the Platform and/or Services, or due to non-fulfillment by other Users of obligations undertaken toward the User under applicable law, mutual agreements, or any other contracts, rules, or regulations.

Article 9 - EFFECTIVENESS OF THE BRAINO CONTRACT - RIGHT OF WITHDRAWAL

The Braino Contract becomes effective on the date the User signs the contract, pursuant to Article 2.4 ("Subscription Date").
The User acknowledges that this Braino Contract is a "linked contract" to the Treezor Contract, as both pertain to the "Braino" services delivered via the Platform. The User agrees that if the Treezor Contract becomes ineffective for any reason, the Braino Contract shall also immediately cease to have effect between the User and Braino.
Without prejudice to the foregoing, pursuant to Articles 52 et seq. of the Consumer Code, the User has the right to withdraw — in whole or in part — from the Braino Contract within 14 (fourteen) days from the Subscription Date.
Without prejudice to Article 9.3, either Party may withdraw from the Contract by providing written notice to the other Party, in accordance with Article 14.1 below, with a notice period of 30 (thirty) days. Additionally, the User may notify Braino of their intention to withdraw from the General Conditions via the specific form available on the Website referred to in Article 1.3. Any balance in the Digital Payment Account of the withdrawing User will be transferred pursuant to the Treezor Contract.

Article 10 - EXPRESS TERMINATION CLAUSE

Without prejudice to any additional rights provided by law, Braino has the right to immediately terminate this Contract pursuant to Article 1456 of the Italian Civil Code by sending written notice to the User — in the manner specified in Article 14.1 below — containing the declaration of its intent to invoke this express termination clause, in the event of the User's breach of any of the following provisions: 2.3 (Registration); 5.2 (User's Commitments); 7.2 (Intellectual Property Rights).

Article 11 - EFFECTS OF TERMINATION OF THE BRAINO CONTRACT

In the event that the Braino Contract is terminated, for any reason whatsoever, the User:
acknowledges and agrees that: (i) they will no longer be able to access the Platform or benefit from any of the Services; (ii) the Treezor Contract will immediately cease to have any effect between the User and Treezor; (iii) for any matter related solely to the Digital Payment Account and/or the Treezor Contract, the User must contact Treezor directly, in accordance with the procedures set forth in the Treezor Contract;
undertakes to cease all use of the IP Rights.

Article 12 - MODIFICATION OF GENERAL CONDITIONS

Braino may modify the General Conditions at any time due to technical, economic, or managerial requirements and/or due to changes in applicable laws and regulations.
In the event of such modifications, the User acknowledges and agrees that:
if the change relates solely to the technical operation of the Platform (e.g., how data is entered and/or how fund collections are published on the Platform), the modification shall become immediately effective between the Parties, and the User shall not have grounds for objection, recognizing Braino's right to update the Platform's features and interfaces at any time;
if the change is necessary to avoid the nullity or invalidity of one or more provisions of the General Conditions, as a result of changes in primary or secondary legislation or due to binding legal or jurisprudential interpretations, the change shall become immediately effective between the Parties without objection from the User — without prejudice to the User's right to withdraw within 30 (thirty) days from the notice sent by Braino via email, without any cost or penalty;
in all other cases, the proposed change shall become effective only after a period of 30 (thirty) days from the communication — without prejudice to the User's right to withdraw within the same period, by sending written notice via certified email (PEC) or registered letter with return receipt, with advance notice via email, without any cost or penalty.

Article 13 - FORCE MAJEURE

Unless otherwise provided in the Braino Contract, if Braino is unable to fulfill its contractual obligations — including, but not limited to, ensuring the operation of the Platform and the provision of Services — due to fire, war, strikes, embargoes, government regulations or actions by civil or military authorities, omissions or negligence by carriers or suppliers (including, without limitation, third parties responsible for ensuring the operation of the Platform), vandalism or hacking, failures or malfunctions in third-party networks, telecommunications systems, websites, software, hardware, or any other technologies beyond Braino's reasonable control ("Force Majeure"), then the period for performing the affected obligations shall be extended for the duration of the delay or inability to perform due to the specific Force Majeure causes. It is understood that if a Force Majeure event continues for more than 15 (fifteen) days, the User shall have the right to terminate the Braino Contract, with the understanding that no compensation or indemnity shall be owed by Braino in such case.

Article 14 - CONTACTS AND USER SERVICE

All notifications or communications between the Parties concerning the Braino Contract must be made in writing and sent via email to the following addresses:
Braino: [email protected]
User: the email address provided during Registration. It is the User's responsibility to ensure that their email address is kept up to date within the Platform.
Communications regarding technical/operational services may also be validly provided by Braino via notifications available directly on the Platform. User support and assistance services for accessing and using the Platform properly are available Monday through Friday during business hours at: [email protected] or via in-app notifications made available through the Platform.

Article 15 - MISCELLANEOUS

(Survival) If one or more provisions, or parts thereof, of the Braino Contract are declared invalid, illegal, or otherwise unenforceable — under applicable law pursuant to Article 16.1 below or by court ruling — the remaining provisions, or parts thereof, shall remain binding and enforceable between the Parties. In such cases, the Parties agree to act in good faith to replace the invalid, illegal, or unenforceable provision with one that is as similar and compatible as possible.
(No Waiver) Any delay, failure, or partial exercise of any right under this Braino Contract, or tolerance of a breach by the other Party, shall not prejudice the right of the Party entitled thereto, unless it has been expressly waived in writing.
(Non-Assignment Clause) No Party may validly assign or transfer this Braino Contract, in whole or in part, nor any rights or obligations arising from it, to any third party for any reason or under any title, without the prior written consent of the other Party. Notwithstanding the above, Braino reserves the right to assign the contract to another authorized company, including one belonging to the same corporate group, by providing written notice to the User.
(Privacy) The User acknowledges and agrees that the personal data provided for the purpose of executing the Braino Contract and/or entered into the Platform will be processed by Braino in accordance with the attached Privacy Policy, but only for the purposes for which Braino acts as an independent data controller and in compliance with applicable legislation (including, but not limited to, the GDPR).

Article 16 - GOVERNING LAW AND JURISDICTION

The Parties agree that the Braino Contract is governed by Italian law.
In the event of any dispute between the Parties concerning the existence, validity, interpretation, or execution of the Braino Contract that cannot be resolved amicably, the competent court shall be that of the User's place of residence, without prejudice to the User's right to voluntarily submit the dispute to the court selected by Braino, namely the Court of Milan. Braino reminds the User that, pursuant to Article 14 of EU Regulation No. 524/2013, and without any obligation, the User can find all necessary information to access the online dispute resolution mechanism (so-called "ODR") at the following link: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage

Article 17 - Complaints and out-of-court dispute resolution

Complaints to Braino.AI
Users may submit complaints relating to the services provided by Braino.AI S.r.l. (“Braino.AI” or the “Company”) through the following channels:
by email to: [email protected];
by post to: Braino.AI S.r.l.s.b, Via Ippodromo 56, 20151 Milan (MI), Italy;
through the dedicated “Complaints” functionality made available in the App or, where applicable, through the contact form on the Website.
The complaint should include at least: (i) the User's full name, (ii) contact details for receiving a reply, (iii) a clear description of the facts and the services to which the complaint relates, and (iv) any supporting documentation.
Braino.AI will acknowledge receipt of the complaint within 5 (five) Business Days from its receipt and will provide a reasoned reply within 15 (fifteen) Business Days. In exceptional cases where, for reasons not attributable to Braino.AI, it is not possible to provide a final reply within 15 (fifteen) Business Days, Braino.AI will send an interim reply explaining the reasons for the delay and indicating the date by which the User can expect a final reply, which shall in any event be provided no later than 30 (thirty) days from receipt of the complaint.
Complaints relating to Treezor services
Certain payment and electronic money services accessible through the Platform are provided by Treezor SA (“Treezor”), an electronic money institution authorised and supervised in France. The contractual relationship governing such services is entered into directly between the User and Treezor under Treezor's general terms and conditions.
Where the complaint concerns payment and/or electronic money services provided by Treezor, the User may also submit a complaint directly to Treezor's complaints department, in accordance with Treezor's applicable terms and conditions, using the following contact details:
by telephone: (+33) (0)1 84 19 29 81;
by email: [email protected];
by post: Treezor, 33 avenue de Wagram, 75017 Paris, France (or any other address indicated by Treezor from time to time in its legal notices or general terms and conditions).
Further information on how Treezor handles complaints and applicable response times is available in Treezor's general terms and conditions and legal notices, accessible on Treezor's website (www.treezor.com).
Recourse to the Arbitro Bancario Finanziario (ABF)
If the User is not satisfied with the reply to their complaint provided by Braino.AI and/or Treezor, or if no reply has been received within the applicable deadlines, the User may submit the dispute to the Arbitro Bancario Finanziario (“ABF” - Banking and Financial Ombudsman), an out-of-court dispute resolution body established by the Bank of Italy.
The ABF can decide disputes concerning banking, financial and payment services (including services relating to payment accounts, payment instruments and electronic money) within the limits and under the conditions set out by the applicable ABF rules, which currently include, among others:
for claims seeking the payment of a sum of money, the amount requested must not exceed EUR 200,000;
the dispute must concern operations or services carried out in the six years preceding the date on which the complaint is submitted to the ABF;
prior to submitting the complaint to the ABF, the User must have submitted a written complaint to Braino.AI and/or Treezor and either received an unsatisfactory reply or no reply within the statutory deadlines;
no other out-of-court or judicial procedure relating to the same dispute must be pending.
Detailed information on the scope, functioning and procedural rules of the ABF (including forms, deadlines, fees and Technical Secretariats' contact details) is available on the ABF's official website: www.arbitrobancariofinanziario.it.
Other alternative dispute resolution (ADR) bodies and courts
As an alternative to, or in cases not covered by, the ABF, the User may submit the dispute to other alternative dispute resolution bodies (ADR) or to a mediation body registered in Italy pursuant to Legislative Decree No. 28 of 4 March 2010, in accordance with the applicable rules.
Recourse to the ABF, ADR bodies or mediation does not affect the User's right to bring the dispute before the competent courts at any time.

USER

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the User expressly declares to have read, understood, and unconditionally accepted the following clauses:

ARTICLE 3 - OBJECT; ARTICLE 5 - COMMITMENTS OF THE PARTIES; ARTICLE 7 - INTELLECTUAL PROPERTY RIGHTS; ARTICLE 8 - EXCLUSION OF LIABILITY FOR BRAINO; ARTICLE 9 - EFFECTIVENESS OF THE BRAINO CONTRACT - RIGHT OF WITHDRAWAL; ARTICLE 10 - EXPRESS TERMINATION CLAUSE; ARTICLE 16 - GOVERNING LAW AND JURISDICTION.

GENERAL TERMS AND CONDITIONS OF BRAINO