Addendum for Independent Professionals and Sole Proprietors

CONSOO S.R.L.S. — hice Edition: English master (international) Last updated: 3 July 2026

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1. Recitals, purpose and definitions

1.1 Purpose of the Addendum

1.1.1 This Addendum for Independent Professionals and Sole Proprietors (hereinafter the «Addendum») supplements the General Terms of Service (condizioni-generali-servizio.md) (hereinafter the «Terms») where the Customer is a natural person holding a VAT number (independent professional, self-employed worker or sole proprietor) who subscribes to the Service in the exercise of its own professional, commercial or artisanal activity.

1.1.2 The Service is offered exclusively to business entities (B2B) — companies and professionals holding a VAT number who act as economic operators — and is not directed at consumers (see the Terms and _foundation.md §1). Consequently, the independent professional or sole proprietor who uses hice for its own activity is not a consumer and the Consumer Code does not apply to its relationship with hice.

1.1.3 The purpose of the Addendum is to:

• (a) clarify that the natural person holding a VAT number who subscribes to the Service in the exercise of its profession or activity acts as an economic operator in a «business to business» relationship (hereinafter «B2B») and not as a Consumer (§2);
• (b) confirm that the Terms apply in full to such Customer, including the contractual structure (annual term, tacit renewal, cancellation with notice of ≥ 48 hours: §3), the exclusive jurisdiction of the courts of Milan and the clauses subject to specific approval under Articles 1341–1342 of the Italian Civil Code;
• (c) delimit, on a residual basis, the hypothesis — exceptional and contrary to the conditions of use of the Service — in which a subject might nonetheless qualify as a Consumer, specifying which mandatory rules for its protection would in that case remain unaffected (§5 et seq.).

1.2 Definitions

1.2.1 Capitalized terms not defined in this Addendum have the meaning attributed to them in the Terms and in the shared glossary. In particular, for the purposes of this Addendum:

• «hice» / «the Provider»: CONSOO S.R.L.S., with the identifying details set out in §7.
• «the Service»: the hice platform (web at https://app.hice.ai, mobile app, API), including the AI Features and the Documentation.
• «the Professional» / «the Customer»: for the purposes of this Addendum, the natural person holding a VAT number (independent professional, self-employed worker or sole proprietor) who subscribes to and uses the Service in the exercise of its own professional, commercial or artisanal activity, and who therefore acts as an economic operator (B2B).
• «Consumer»: the natural person acting for purposes outside its entrepreneurial, commercial, artisanal or professional activity (Article 3, paragraph 1, letter a, of Legislative Decree No. 206 of 6 September 2005, hereinafter the «Consumer Code»). This is a residual category: the Service is B2B-only and is not directed at Consumers (§1.2, §5).
• «Digital content and services»: the Service and its digital content within the meaning of Legislative Decree No. 170 of 4 November 2021, transposing Directive (EU) 2019/770.

1.2.2 The definitions of this Addendum are consistent with the shared glossary and do not introduce synonyms.

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2. The Professional as an economic operator (B2B)

2.1 Qualification as an economic operator

2.1.1 The natural person holding a VAT number who subscribes to and uses the Service for purposes falling within its own professional, commercial or artisanal activity (for example: the professional who uses hice to manage its own consulting activity, its own projects, its own records of clients, candidates and collaborators) acts as an economic operator in a B2B relationship.

2.1.2 To such Customer, being an economic operator, the Consumer Code does not apply: the protections that the Consumer Code reserves for the Consumer — such as the ad nutum right of withdrawal of 14 days, the non-derogable nature of the Consumer's forum and the protective rules on unfair clauses under Articles 33 et seq. of the Consumer Code — presuppose the status of Consumer and do not operate as regards the Professional.

2.2 Access reserved for business entities

2.2.1 The Service is intended exclusively for companies and professionals holding a VAT number who act in the exercise of their own activity. Upon registration and/or subscription to a Plan, hice asks the Customer to declare that it acts in the exercise of a professional or business activity, including by entering its VAT number details. Subscription to the Service presupposes such status.

2.2.2 It is understood that the legal qualification derives, ultimately, from the law on the basis of the actual purpose of the relationship and not from the declaration alone; this circumstance is relevant solely for the purposes of the residual hypothesis set out in §5.

2.3 Effects: full application of the Terms

2.3.1 As regards the Professional acting as an economic operator (B2B):

• (a) the Terms apply in full, including the contractual structure set out in §3 (annual term, tacit renewal, cancellation with notice of at least 48 hours before the monthly invoicing), the clauses on the exclusive jurisdiction of the courts of Milan and the clauses subject to specific approval under Articles 1341–1342 of the Italian Civil Code;
• (b) the Consumer's right of withdrawal, the non-derogable nature of the Consumer's forum and the further mandatory protections of the Consumer Code do not apply (see §2.1.2);
• (c) to late payments there apply, where relevant, the rules on commercial transactions (Legislative Decree No. 231 of 9 October 2002), on the terms of the Economic Terms (condizioni-economiche.md).

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3. Contractual structure (general B2B rule)

3.1 Term, renewal, invoicing and cancellation

3.1.1 To the Professional (B2B) there applies the contractual structure provided for by the Terms and the Economic Terms (condizioni-economiche.md), recalled here for clarity:

• (a) term: the contract is annual;
• (b) renewal: the contract renews tacitly, year on year;
• (c) invoicing: the Fee is invoiced on a monthly basis;
• (d) cancellation/ordinary withdrawal: the Customer may cancel with notice of at least 48 hours before the next monthly invoicing date; failing which, the Service renews for a further month (which will be invoiced), at the end of which the relationship ceases and the Account is deleted.

3.1.2 The tacit renewal and the clause on unilateral modification of prices and conditions are clauses subject to specific approval under Articles 1341–1342 of the Italian Civil Code (see the «Clauses to be specifically approved» block in the Terms), fully valid and effective as regards the Professional in its capacity as an economic operator.

3.1.3 The ad nutum right of withdrawal of 14 days provided for by the Consumer Code for distance contracts does not apply to the Professional: that right presupposes the status of Consumer (see §2.1.2 and, for the residual hypothesis, §5).

3.2 Export of data upon termination of the relationship

3.2.1 The Customer's ability to export its own Customer Data before termination of the relationship remains unaffected, in accordance with the Terms and the Data Processing Agreement (dpa-trattamento-dati.md). The processing of personal data following termination is governed by the Privacy Notice (informativa-privacy.md) and the DPA.

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4. Payments and late payments (commercial transactions)

4.1 Applicable rules

4.1.1 As this is a relationship between economic operators, payments and the related late payments are subject to the rules on commercial transactions (Legislative Decree No. 231 of 9 October 2002), on the terms and with the effects provided for by the Economic Terms (condizioni-economiche.md), including default interest and the right of suspension in the event of non-payment.

4.1.2 The provisions of the Consumer Code on pre-contractual information and on the «order button» (Articles 49 et seq. and 51 of the Consumer Code), which presuppose the status of Consumer, do not apply.

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5. Residual hypothesis: access by a Consumer

The provisions of this §5 apply only in the exceptional hypothesis in which — contrary to the conditions of use of the Service, which is B2B-only (§1, §2) — a subject might nonetheless qualify as a Consumer within the meaning of Article 3 of the Consumer Code. They do not constitute the general rule of the relationship and do not apply to the Professional acting as an economic operator.

5.1 Exceptional nature and mandatory rules unaffected

5.1.1 The Service is not intended for Consumers. Should, entirely exceptionally and contrary to the conditions of use, the user nonetheless qualify as a Consumer on the basis of the actual purpose of the relationship, the mandatory rules for the protection of the Consumer remain in any event unaffected in its favor, prevailing where non-derogable, and in particular those recalled in the following paragraphs.

5.1.2 In such residual hypothesis, the clauses of the Terms incompatible with those mandatory rules do not produce effect as regards the Consumer to the extent necessary to ensure its protection, remaining otherwise valid and effective (§5.7).

5.2 Right of withdrawal (with exception for digital services and content)

5.2.1 The Consumer would, in principle, be entitled to the right of withdrawal of 14 (fourteen) days from the conclusion of the distance contract, without reasons and without costs other than those provided by law (Articles 52 et seq. of the Consumer Code). For this purpose the Consumer may use the model withdrawal form set out in Annex A or any other explicit statement, sent to the contact details set out in §7 (in particular info@hice.ai; as a formal channel, the certified email (PEC) consoo@pec.it).

5.2.2 Exception — digital services and content (Article 59, letter o, of the Consumer Code). For digital content supplied by means of an intangible medium and for digital services (such as the Service), the right of withdrawal is extinguished when performance has begun with the Consumer's express agreement and with its acknowledgement of the consequent loss of the right of withdrawal, and hice has confirmed this on a durable medium. hice would collect such consent and acknowledgement by means of an explicit and separate action (a dedicated, non-preselected checkbox); failing which, performance of the paid Service does not begin before expiry of the 14-day period.

5.2.3 In the event of valid withdrawal, hice reimburses the payments received within 14 days using the same means of payment, save for the proportionate amount due for the services already provided at the Consumer's express request (Articles 56 and 57 of the Consumer Code).

5.3 Non-derogable Consumer's forum

5.3.1 By way of derogation from the exclusive jurisdiction of the courts of Milan provided for by the Terms for professional/company Customers, should the Customer be a Consumer resident or domiciled in Italy, for disputes the exclusively competent court would be that of the place of its residence or elected domicile (Article 66-bis of the Consumer Code), a competence that is non-derogable. The application of more favorable non-derogable provisions provided for by the law of the EU Member State of the Consumer's residence remains unaffected.

5.4 Unfair clauses under Articles 33 et seq. of the Consumer Code

5.4.1 As regards the Consumer, the clauses which — despite good faith — give rise to a significant imbalance of rights and obligations to its detriment are unfair and void (protective nullity, for the benefit of the Consumer alone, that may be raised by the court of its own motion; Articles 33–36 of the Consumer Code). In such hypothesis, specific approval alone under Articles 1341–1342 of the Italian Civil Code is not sufficient to render an unfair clause effective: the clauses of the Terms listed in the «Clauses to be specifically approved» block (including limitation/exclusion of liability, suspension and termination, withdrawal by hice, unilateral modification, tacit renewal, warranty limitations, derogation from jurisdiction) would not be enforceable against the Consumer to the extent that they were unfair, and would have to be interpreted in the sense most favorable to it (Article 35 of the Consumer Code).

5.5 Warranty of conformity and limits of liability

5.5.1 The Consumer would be entitled to the legal warranty of conformity of the digital content and services (Legislative Decree No. 170 of 4 November 2021, implementing Directive (EU) 2019/770), with the related remedies (bringing into conformity, price reduction, termination) and with hice's obligation to provide updates, including security updates, for the duration of the contract. The «as is» / «as available» clauses and the warranty exclusions of the Terms would operate only within the limits permitted by law and would not prejudice such warranty.

5.5.2 The clauses limiting and excluding liability of the Terms would apply to the Consumer only within the limits of the mandatory rules; in any event the clauses excluding or limiting liability for willful misconduct or gross negligence (Article 1229 of the Italian Civil Code) would remain void, and liability for personal injury and for whatever cannot be excluded by law remains unaffected. The allocation of liability concerning the protection of personal data remains governed by Article 82 GDPR and by the DPA.

5.6 Alternative dispute resolution (ADR)

5.6.1 For the out-of-court settlement of disputes, the Consumer could resort to the alternative dispute resolution (ADR) procedures provided for by Part V, Title II-bis, of the Consumer Code (Articles 141 et seq.), by applying to the ADR bodies entered in the lists of the competent authorities. [Reference ADR body and its contact details: to be inserted]

5.6.2 The European Commission's European ODR platform was decommissioned in 2025: the relevant reference and address are not reproduced in this edition. The possibility of resorting to the ADR bodies referred to in §5.6.1 remains unaffected. Recourse to ADR is optional and does not deprive the Consumer of the right to seise the judicial authority, subject to the non-derogable competence of the Consumer's forum (§5.3).

5.7 Prevalence in protection of the Consumer (residual hypothesis only)

5.7.1 Limited to the residual hypothesis of this §5, in the event of conflict between these provisions and the Terms, the rules most favorable to the Consumer prevail, and no provision may exclude, limit or derogate to its detriment from the mandatory protections for its benefit (any agreements to the contrary are, as to this part, void and deemed not to have been made, the contract remaining valid for the rest). For the Professional (B2B) and for professional/company Customers, this §5 does not apply.

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6. Personal data

6.1.1 The processing of the Customer's personal data in its capacity as data subject is governed by the Privacy Notice (informativa-privacy.md); the processing of Customer Data on behalf of the Controller Customer is governed by the Data Processing Agreement (dpa-trattamento-dati.md). This Addendum does not affect the Data Subject's rights deriving from the legislation on the protection of personal data.

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7. Provider's identifying details and contacts

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Annex A — Model withdrawal form (residual hypothesis of §5)

Form provided for the residual hypothesis in which a subject might qualify as a Consumer (§5): the Service is B2B-only and the 14-day right of withdrawal does not apply to the Professional acting as an economic operator. Complete and return this form only if, in such hypothesis, you intend to exercise the right of withdrawal. Completion is optional: withdrawal may also be exercised by another explicit statement (see §5.2).

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To:

CONSOO S.R.L.S. — hice Piazzetta Umberto Giordano 2, 20122 Milan (MI), Italy Email: info@hice.ai PEC: consoo@pec.it

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I/We () hereby give notice () that I/we () withdraw from my/our () contract for the supply of the following service (**):

________________________________________________________

• Service / Plan subscribed: __________________________________
• Ordered on () / subscribed on (): ___________________________
• Name of consumer(s): ____________________________________
• Address of consumer(s): _________________________________
• Email / associated account: ___________________________________
• Date: _________________________________________________
• Signature of consumer(s) (only if this form is notified in paper form): ______________________________________

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(*) Delete as appropriate. (**) Indicate the Service/Plan covered by the contract from which you are withdrawing.