Terms and Conditions

1. Premise

These general terms of service form an integral and essential part of every order concerning the provision of the service named “MailSenpai” (hereinafter also referred to as the “Service” or “MailSenpai Platform”). The Service is also offered through the website http://www.mailsenpai.com. The provider of the Service is Octotech Solutions, with registered office at Via E. Dandolo, 29 – 76123 Andria (BT), Italy, VAT IT07964530724 (hereinafter, as provider, also “MailSenpai”).

MailSenpai is a platform that enables the management of a database, either created or imported by the Client, for the production and sending of communications via EMAIL. Additionally, through its own platform, MailSenpai offers email services on a domain chosen by the Client.

The Service includes, by way of example but not limited to, the processing of data entered by the Client in compliance with personal data protection regulations, profiling, and control messaging.

The Service is provided under the conditions set forth in the price list signed by the Client, either in paper or electronic form.

The Client is in a position to utilize the Service offered by MailSenpai, and the latter possesses the necessary requirements to ensure the proper execution of this agreement (hereinafter referred to as the “Agreement” or “Contract”).

Unless otherwise specified in this Agreement or in subsequent agreements signed with the Client, any new feature or functionality that enhances or expands the Service, as well as any new service offered, shall be subject to this Agreement.

The order to which this Agreement is attached constitutes an irrevocable offer by the Client, immediately binding, pursuant to Article 1327 of the Italian Civil Code, in that the requested service is to be performed by MailSenpai without prior acceptance and notification of execution commencement. However, MailSenpai reserves the right to decline the order by providing written notice to the Client within thirty days from receipt of the order.

The provision of the Service is subject to the terms of this Agreement, and by signing it, the Client declares to have read and fully accepted these conditions.

2. Unilateral Modification of Contractual Terms and Nature of Services Offered

MailSenpai reserves the right to unilaterally modify, also to the detriment of the Client, for technical, economic, or managerial reasons, or for other justified reasons, at any time and at its sole discretion, the terms, fees, and other conditions set forth in this Agreement and/or the nature of the products and services offered through MailSenpai. Such modifications shall be communicated with a minimum notice period of 45 days, in writing or via another durable medium, including email. In such cases, the Client shall have the right to withdraw from the Agreement within 30 days without penalties or termination fees, under the previously established financial conditions.

If the Client does not withdraw within the period mentioned above, the modifications shall be deemed fully accepted.

3. Definitions

“Registration Process”: The online or offline procedure completed by the Client, involving the completion of a form and the provision of information to MailSenpai to enable the provision of the Service. The registration process includes:

The express approval of this Agreement, with the corresponding assignment of an account by MailSenpai to the Client;

Delivery of the privacy policy pursuant to Article 13 of Legislative Decree 196/2003 and EU Regulation 2016/679 (GDPR);

The corresponding consent form for the processing of personal data of data subjects.

The collection of consent for the processing of personal data of recipients of communications is the sole responsibility of the Client. Therefore, the Client undertakes to send its privacy policy to recipients and obtain their explicit consent.

“Sending Cost”: The price to be paid to MailSenpai for each message sent, according to the terms outlined in the pricing list.

“Pay-as-you-go – Recharge”: The service fee, also offered through the website https://www.mailsenpai.com, which the Client pays in advance to MailSenpai to purchase a certain number of message sends, up to the limit of the prepaid amount, according to the rates specified in the pricing list.

“Confidential Information”: Any type of information provided by one party to the other that is confidential or proprietary in nature and not publicly available.

“Force Majeure”: Any unforeseeable and unavoidable event, including but not limited to natural disasters, lightning, fires, explosions, socio-political events, wars, strikes, and other occurrences beyond the control of the parties, whether natural or caused by third parties, including laws or regulations, telecommunication service failures, network failures, or any other events beyond the reasonable control of the parties.

“Message Content”: Text, graphics, images, sounds, and videos sent by the Client to EMAIL or SMS addresses through MailSenpai.

“Software”: All computer programs provided to the Client by MailSenpai and/or used by MailSenpai for the provision of the Service, including the web interface and related applets.

“Bombing”: The mass sending of EMAIL and SMS messages with the intent to paralyze, block, or slow down the recipient’s system.

“Spamming”: The unsolicited sending of advertisements or other forms of electronic communication to numerous EMAIL or SMS addresses through mass distribution methods.

“Demo or Trial”: The pre-contractual free trial period offered by MailSenpai, during which the Client can verify the functionalities of the Platform and withdraw at any time without any obligation or cost.

4. Use of the Service and Related Applications

To use the Service, the Client must have correctly completed the paper or digital forms personally provided by the Service providers.

MailSenpai reserves the right to use the information collected in the Service registration forms solely to contact Clients for Service-related needs.

The Client is solely responsible for safeguarding the username and password chosen or assigned by MailSenpai, ensuring the integrity of the files used or registered in their name within MailSenpai, and verifying the accuracy of the information provided at the time of registration.

The Client is considered the custodian of the assigned account, username, and password.

The Client must use the Service with the utmost care, ensuring the proper handling and security of their account. The Client is responsible for all consequences resulting from the use of the account by third parties.

In case of loss, theft, misuse, and/or unauthorized use of the account, the Client must:

a) Immediately notify MailSenpai via phone call to the designated support number provided to the Client or through other agreed-upon means;

b) Inform MailSenpai of any Service malfunctions or any potential security issues.

By completing the registration process, the Client agrees to ensure proper disconnection from the Service at the end of each session.

MailSenpai provides a Trial period, during which the Client can evaluate the functionalities of the MailSenpai Platform and withdraw at any time without any commitment or cost.

MailSenpai reserves the right, but is not obligated, to deactivate any account that, in its sole discretion, has potentially compromised system security or appears to be engaged in fraudulent activities (even at an attempted level). In such cases, MailSenpai shall not be required to provide any compensation to the Client associated with the deactivated account.

Unless otherwise specified in the Order Form, the Client will not be assigned a dedicated IP address. The necessary IP addresses for providing the Service will be selected at MailSenpai’s discretion, based on workload and reports from email service providers (ISPs).

If a dedicated IP address is assigned to the Client, the indicated sending speed per hour will only be achieved once the IP has gained an appropriate reputation. This reputation is typically established after 6–10 sendings (carried out according to industry best practices) and provided that such sendings do not cause issues, such as the listing of one or more sending IPs or the sending domain on a Relay Block list, an international Blacklist, or being blacklisted by an Internet Service Provider.

Client’s Acknowledgments

By completing the registration process, the Client acknowledges that:

MailSenpai is neither the author nor the publisher of the content transmitted through the Service; it merely provides the MailSenpai platform and serves as a system administrator, as per applicable regulations.

MailSenpai is not and cannot be aware of the content sent by the Client through MailSenpai. It may only become aware of such content for technical reasons, after the messages have been sent.

MailSenpai is not and cannot be held liable, either civilly, criminally, or administratively, for the content sent by the Client through MailSenpai.

Under no circumstances shall MailSenpai be responsible if the transmitted content violates applicable laws.

The Client is solely responsible for collecting and processing personal data within their database. MailSenpai is not responsible for the nature of such data or the Client’s compliance with data protection laws.

The Client assumes full responsibility for the content published and, as such, indemnifies MailSenpai from any liability arising directly or indirectly from the published content and the methods used to input and transmit data via the Service.

MailSenpai reserves the right, but is not obligated, to monitor any account without prior notice and deactivate it if, at its sole discretion, the account’s content violates laws, netiquette principles, or any provisions outlined in this Agreement.

The Client acknowledges and agrees that MailSenpai may disclose information contained within Client databases and log files to judicial authorities or other public authorities upon request, in compliance with legal provisions or to protect its rights under the Agreement.

After 10 (ten) days from the expiration or termination of the Agreement for any reason, MailSenpai may delete all data stored on behalf of the Client within the MailSenpai platform, including any remaining credits specified in the Agreement. Such data will be accessible and downloadable by the Client within the specified period using the standard functionalities of the MailSenpai platform. If access to the MailSenpai platform is suspended due to administrative irregularities, the Client may regain access only after resolving the cause of the suspension.

For individual open and click data, the 12-month retention period set out in article 7-bis also applies.

Longer data retention periods may be required due to legal obligations, particularly in cases of investigations by law enforcement or other regulatory authorities.

If MailSenpai receives reports of legal violations related to published material, or if content violates this Agreement, MailSenpai may, at its sole discretion, remove the content entirely or partially, while simultaneously or subsequently notifying the competent judicial authorities.

The Client further indemnifies MailSenpai from any liability arising from unauthorized or unlawful use by third parties of any published material.

MailSenpai does not act as an intermediary in any commercial transactions between the Client and recipients of communications sent via MailSenpai.

5. Client’s Obligations and Warranties

By agreeing to these general contract terms, the Client warrants that:

They are of legal age and, if acting on behalf of an entity, have the necessary authority to sign this Agreement;

The information provided in the registration form is accurate, complete, and truthful, and they undertake to promptly inform MailSenpai of any changes.

The Client guarantees that they will not use the Service for:

Spamming, bombing, or sending communications that cause harm or disruption to recipients or third parties or that violate applicable laws and regulations;

Sending messages that are immoral, against public order, or intended to disturb public or private peace, offend, or directly or indirectly harm third parties;

Illegally intercepting, preventing, or disrupting electronic and telematic communications and/or disclosing their content;

Violating, misappropriating, or suppressing third-party electronic correspondence;

Communicating in an offensive, defamatory, or insulting manner;

Violating the privacy of other users;

Contravening, directly or indirectly, Italian or international laws, including but not limited to distributing material that infringes copyrights or other intellectual or industrial property rights.

The Client further undertakes not to use the Service or send communications that may involve the publication of:

a) Obscene or pornographic material;

b) Child pornography;

c) Blasphemous, offensive, or immoral content;

d) Content contrary to public order;

e) Defamatory content that disrespects or harms third parties;

f) Content containing computer viruses.

The Client must provide a valid and monitored email address, active for the entire duration of the contract, to receive and respond to data processing requests from data subjects forwarded by MailSenpai. Privacy-related requests sent by MailSenpai must be addressed by the Client within 3 business days, and no later than 5 business days. Such requests will be forwarded by the MailSenpai Abuse Desk.

The Client acknowledges that they are solely responsible under the law for any unlawful or inappropriate messages, including any attachments, and that they cannot claim compensation or indemnity from MailSenpai. MailSenpai is not required to monitor the content published by the Client, making it the Client’s sole responsibility to oversee their use of the Service.

In the event of a violation of these contractual terms, MailSenpai may terminate the Service Agreement without notice or compensation to the Client, without prejudice to any other legal recourse against the Client responsible for the violation.

The Client shall indemnify and hold MailSenpai harmless from any claims, lawsuits, losses, damages, liabilities, governmental or administrative actions, costs, or expenses, including legal fees, arising from the violation of one or more provisions of this Agreement.

Liability for Information and Data Processing

The Client is solely responsible for all information transmitted through MailSenpai’s Service.

The Client guarantees that they have ownership of, or have obtained, the necessary consent for the use of data contained in their database.

The Client also warrants the accuracy and truthfulness of all data and information provided to MailSenpai.

Furthermore, the Client expressly agrees to use the MailSenpai Platform in compliance with applicable laws, particularly:

The Guidelines on Promotional Activities and Anti-Spam Measures (July 4, 2013, Official Gazette No. 174, July 26, 2013, Decision No. 330);

The Provision on Consent for Direct Marketing Using Traditional and Automated Contact Methods (May 15, 2013, Official Gazette No. 174, July 26, 2013, Decision No. 242);

Both provisions were issued by the Italian Data Protection Authority (Garante per la Protezione dei Dati Personali).

The Client agrees to abide by the restrictions against sending unsolicited and unwanted communications (commonly referred to as spam).

If the Client uses the MailSenpai Platform for unlawful purposes and/or sends unauthorized communications, resulting in issues such as the listing of one or more sending IPs or domains in Relay Block Lists or Blacklists (e.g., URIBL, SURBL, SORBS, SPAMCOP, SPAMHAUS) or a blacklisting by major Internet Service Providers (e.g., Google, Microsoft, Yahoo!, AOL, GoDaddy, Aruba, Fastweb, Alice), the Client shall be solely and exclusively responsible for these violations and shall fully indemnify MailSenpai against any related claims or liabilities. MailSenpai reserves the right to take appropriate legal action for damages caused by such violations.

MailSenpai, at any time, including during the Trial period, may suspend the Client’s ability to send messages and request supporting documentation proving that recipients have provided valid consent to receive communications. The Client will have 10 calendar days from the receipt of such a request from MailSenpai’s abuse prevention service to provide the required documentation.

If the Client refuses to provide the requested documentation or submits incomplete, inadequate, or missing information, MailSenpai reserves the unilateral right to:

Reduce the sending speed to eliminate further compliance risks;

Permanently block access to the Platform and terminate the Agreement due to non-compliance.

In such cases, MailSenpai shall not be liable for any damages or compensation for unused services. Additionally, MailSenpai reserves the right to charge the Client a €1,000 penalty, without prejudice to further claims for damages resulting from the use of non-compliant addresses or violations of this Agreement and applicable regulations.

Client’s Responsibility for Consent Collection

The Client acknowledges that obtaining consent from recipients is solely their responsibility. When collecting consent, the Client must inform recipients that communications may be sent using third-party platforms, including MailSenpai.

Additionally, before using the MailSenpai Platform, the Client must inform recipients that systems tracking opens and clicks may be used in email communications and, where required, obtain their consent, as set out in article 7-bis.

Data Protection and Anti-Spam Measures

MailSenpai shall be fully released and indemnified by the Client against any liability related to:

The Client’s data entry methods into the MailSenpai database;

The Client’s methods for obtaining consent for the use of tracking tools.

To ensure high deliverability and prevent unwanted messages, MailSenpai will automatically exclude from mailing lists:

Non-existent or incorrect email addresses;

Recipients who have opted out of receiving communications from the Client;

Recipients for whom commercial contact would violate spam prevention guidelines or harm MailSenpai’s business reputation, following industry-recognized best practices.

Communication and Monitoring

The Client acknowledges that all correspondence between them and MailSenpai, including its employees, may be recorded and archived.

MailSenpai reserves the right to publish or forward to third parties (e.g., ISPs, DNSBLs) any communication between the Client and the MailSenpai Abuse Desk. MailSenpai may also disclose the Client’s identifying data to recipients upon request if they report abuse to the Abuse Desk. The Client, by signing this Agreement, grants MailSenpai the broadest indemnity regarding these disclosures.

Restrictions on Third-Party Access to the Service

The Client agrees not to grant third parties access to the Service unless explicitly authorized. However, the Client remains fully responsible for the actions of third parties who access the Service under their account, including employees, agents, and representatives.

The Client cannot assign this Agreement, whether temporarily or permanently, free of charge or for consideration, to third parties without MailSenpai’s prior written consent.

If MailSenpai grants permission for such an assignment, the Client must formally notify MailSenpai of the transfer date via registered mail or certified email.

6. Intellectual Property Rights and Web Interface Rights

It is strictly prohibited, directly or indirectly, to decompile, disassemble, or attempt in any way to obtain the source code, modules, underlying structures, ideas, or algorithms of the Service; modify or create derivative systems based on the Service or the software enabling its functionality; copy, distribute, or otherwise transfer the software or the use of the Service; or remove ownership indications.

By signing this Agreement, the Client acknowledges that the name, logo, design, and slogan of all products and services provided by MailSenpai (hereinafter referred to as the “Trademark”) and the Service are the exclusive property of MailSenpai.

The Client is not authorized to use the Trademark in any advertising, promotional activity, or commercial undertaking related to their business without prior written consent from MailSenpai.

The Client further acknowledges that:

The software and accounts covered by this Agreement may be the exclusive property of MailSenpai and/or other companies licensed to MailSenpai. Under this Agreement, MailSenpai grants the Client a non-exclusive, non-transferable, and time-limited license strictly necessary for the execution of the Service.

MailSenpai is the sole entity authorized to modify, update, correct, or terminate the use of the platform through which the Service is provided.

The Client has no rights to use, reproduce, modify, duplicate, or distribute the Service or its contents protected under intellectual property laws, except where explicitly permitted in this Agreement or its attached documentation.

Upon termination of the Service Agreement, for any reason, the Client has the right to retrieve their database stored on MailSenpai, following the procedures and format to be agreed upon with MailSenpai.

7. Data Protection, Password Confidentiality, and Subscriber Security

Pursuant to Article 13 of Legislative Decree No. 196/2003 (Personal Data Protection Code) and EU Regulation 2016/679 (GDPR), MailSenpai ensures that any processing of the Client’s or third parties’ data is conducted lawfully, fairly, and transparently. Specifically:

a) The processing of data will be carried out exclusively for the purposes necessary for the execution of this Agreement and in compliance with applicable regulations.

b) The data will not be disseminated or transferred to third parties, except where required by law or as explicitly permitted in this Agreement. Such data may only be disclosed upon request by legally authorized authorities.

By signing this Agreement, pursuant to Article 28 of the GDPR, the Client acknowledges that MailSenpai is an appropriate and reliable entity and formally appoints MailSenpai as Data Processor or, where applicable, Sub-Processor for the processing of personal data. The Client, or any third party collecting the data, assumes the role of Data Controller.

MailSenpai accepts this appointment upon signing this Agreement, confirming its awareness of the responsibilities and obligations involved, as well as its ability, experience, and technical expertise to fulfill this role.

MailSenpai commits to processing personal data only in accordance with the instructions provided by the Client, as detailed in Annex A “Data Processing Agreement (DPA)”, published at en.mailsenpai.com/tc/appendix-a/, which forms an integral part of this Agreement.

The Client is responsible for providing MailSenpai with any necessary processing instructions related to this appointment.

If the data subjects are third parties, the Client must submit Annex A to them to allow them to assess MailSenpai’s designation as Data Processor in compliance with applicable laws.

In line with Article 3 of this Agreement, MailSenpai will only process personal data to the extent strictly necessary for executing the activities covered by this contract.

The Client assumes full responsibility for any unauthorized or unwanted data processing or communications, including those lacking the recipient’s consent. MailSenpai shall bear no liability in such cases.

If the personal data being processed belongs to third parties, the Client, by signing this Agreement, agrees to comply with these obligations on behalf of such third parties.

Client’s Indemnification Obligations

The Client expressly agrees to indemnify and hold MailSenpai harmless from any claims, legal actions, penalties, or damages (including legal fees) that may arise due to:

The Client’s failure to comply with this Agreement.

Any unlawful data processing resulting from the Client’s actions or omissions, including those of their suppliers, employees, collaborators, or third parties associated with them.

Any misuse of the MailSenpai Platform, including but not limited to improper, fraudulent, or unauthorized activities.

The Client shall also indemnify MailSenpai for any damage or consequences arising from violations of data protection laws or the transmission of offensive or unlawful materials through the platform.

MailSenpai’s Support for Data Protection Compliance

Upon the Client’s request, MailSenpai will assist the Client in responding to data subject requests concerning their rights under Article 7 of Legislative Decree 196/2003 and the GDPR.

MailSenpai will ensure that responses are provided as quickly as possible, within the timeframes required by applicable regulations. Additionally, MailSenpai will strictly comply with any rulings or measures issued by the Data Protection Authority (Garante per la Protezione dei Dati Personali) in response to complaints or inspections.

7-bis. Email tracking and retention of tracking data

7-bis.1 What the platform measures. When tracking is enabled, the platform adds a tracking image (“pixel”) to messages to detect opens and rewrites links to detect clicks. For each event it may record: date and time, IP address, email program, browser and device (user agent), approximate location derived from the IP (for clicks and unsubscribes), subscriber and campaign identifiers.

7-bis.2 Tools provided to the Client. For opens the platform offers:

a) a rule for each list, chosen by the Client among: “automatic” (subscribers who joined before 29 October 2026 are tracked until they withdraw; those who join afterwards only with consent), “consent only”, “never”;

b) recording of consent through the TRACKING list field (value “yes”), through a consent checkbox that the Client marks as including tracking, or through the subscriber’s choice on the preferences page;

c) the “Tracking preferences” link, added automatically to every message, leading to a page where the subscriber can choose to receive messages without open tracking, to turn it back on or to unsubscribe. The choice applies to all of the Client’s lists;

d) for subscribers without consent or who have withdrawn it, an anonymous count: instead of the individual pixel the message contains a pixel that is the same for every recipient of the campaign, counting only total opens without storing the IP address or device data.

As a result, per-subscriber open statistics, segments and automations based on opens concern only tracked subscribers; the campaign’s total opens may also include the anonymous count.

7-bis.3 Clicks. Clicks on links continue to be recorded individually for all recipients when the Client keeps link tracking active. The subscriber’s choice on the preferences page concerns opens only. The Client can disable link tracking for each campaign.

7-bis.4 Client’s obligations. The Client, as Data Controller:

a) provides subscribers with its own privacy notice, which must mention open and click tracking, the data collected, the purposes, retention and the use of an external provider such as MailSenpai;

b) collects, where required, consent to individual open tracking, which may be given together with consent to receive communications provided that tracking is stated clearly and neutrally, and keeps proof of it;

c) updates the wording of its sign-up forms, including forms outside the platform, and sets the TRACKING field correctly when importing subscribers or adding them via API;

d) chooses the rule for each list and is responsible for that choice;

e) for subscribers who joined before 29 October 2026 and who remain subject to individual tracking, provides the privacy notice with the first relevant mailing, including by using the notice prepared by the platform;

f) does not remove or hide the “Tracking preferences” link and the unsubscribe link, and does not reintroduce pixels or other individual tracking for subscribers who have not consented or have withdrawn consent.

The tools described in 7-bis.2 assist the Client but do not replace its own assessments as Controller. Articles 5 and 7 remain unaffected.

7-bis.5 Retention of tracking data. Individual open and click data are kept for 12 (twelve) months from the date of the event and then deleted automatically. The Client can export at any time, using the platform’s features, the tracking data of its campaigns before they are deleted. The Client acknowledges that MailSenpai is not required to keep or provide individual open and click data older than 12 months, either for the whole term of the Agreement or after it ends. Early deletion by the Client and the end-of-contract rules in article 4 remain unaffected.

7-bis.6 First application. For data collected before this article comes into force, MailSenpai will notify the Client at least 30 (thirty) days in advance of the date of the first deletion, which will in any case not be earlier than 1 December 2026, so that the Client can export the data. After that date, deletion takes place on a rolling, daily basis.

7-bis.7 Records of subscribers’ choices. The platform records consent, withdrawal and reactivation of tracking with date, time and source of the choice. These records are kept for the whole term of the Agreement and, for the Client’s lists, until the subscriber or the list is deleted, so that the Client can prove the choices.

8. Confidentiality Agreement

For the purposes of this Agreement, “Confidential Information” refers to any information of any nature (economic, commercial, financial, corporate, industrial, technical, or technological), as well as projects, analyses, reports, studies, drawings, documents, know-how, or any other material concerning the organization, processes, activities, or business operations of either Party.

In the context of sharing Confidential Information under this Agreement, each Party, in its capacity as the recipient of such information, expressly agrees to:

a) Treat all Confidential Information as strictly confidential and secret, taking all necessary and/or appropriate precautions to maintain its confidentiality and secrecy.

b) Refrain from exploiting the Confidential Information for purposes other than those necessary for the execution of this Agreement.

c) Not disclose or disseminate Confidential Information in any manner to third parties.

d) Not disclose to third parties the existence of any exchange of Confidential Information between the Parties.

e) Ensure that its employees, contractors, or any other individuals who come into possession of Confidential Information comply with the terms of this Agreement.

This Agreement does not prohibit the disclosure of Confidential Information in the following cases:

i) To third parties, such as employees, contractors, legal and/or financial consultants, or financial institutions, where such disclosure is indispensable for the execution of the business operation the Parties intend to conclude.

ii) If the disclosure of Confidential Information is explicitly authorized in writing by the disclosing Party.

iii) If the disclosure is legally required by law or regulatory authority.

Confidential Information does not include:

a) Information that was already publicly available at the time of disclosure or that later became public through no fault of the recipient.

b) Information that the recipient can demonstrate was legally in its possession prior to disclosure.

Breach of Confidentiality

In the event of a breach or threatened breach of confidentiality obligations, the affected Party may take legal action before the competent judicial authority, without the need to prove specific damages, to prevent or stop the unauthorized disclosure of Confidential Information.

Failure to exercise or partial exercise of any action to protect Confidential Information does not preclude the right to take future action or seek compensation for damages resulting from breaches of this Agreement.

All documentation, in any form, containing Confidential Information remains the exclusive property of the disclosing Party. Upon written request, the recipient Party must immediately return or destroy all such documentation.

9. Disclaimer

The cost of network access required to use the Service is entirely borne by the Client.

MailSenpai shall not be held liable for delays, malfunctions, or service interruptions caused by:

(a) Force majeure events, including but not limited to natural disasters, acts of war, or governmental restrictions.

(b) Tampering or unauthorized interventions on the Service or equipment by the Client or third parties.

(c) Incorrect use of the Service by the Client.

(d) Malfunction of the Client’s own terminals or equipment.

(e) Total or partial service interruptions caused by the Client’s telecommunications provider.

MailSenpai is not responsible for service disruptions resulting from the Client’s failure to comply with applicable laws or regulations, including but not limited to safety, fire prevention, and workplace accident regulations.

MailSenpai shall not be liable for any damages, losses, or costs incurred by the Client, their affiliates, or third parties due to service interruptions caused by force majeure or fortuitous events.

The Client expressly acknowledges that the use of the Service is at their sole risk and that the Service is provided “as is”, subject to availability.

MailSenpai makes no express or implied guarantees regarding the quality, reliability, or suitability of the Service for any particular purpose.

No oral or written advice or information provided by MailSenpai creates additional guarantees beyond what is expressly stated in this Agreement or any future annexed documents.

Limitation of Liability

The Client acknowledges and accepts that, to the fullest extent permitted by law, MailSenpai shall not be liable for any direct or indirect damages, including but not limited to:

Loss of revenue

Loss of clientele

Loss of data

Other tangible or intangible losses arising from the use or inability to use the Service.

If MailSenpai is promptly notified of service disruptions, it will take reasonable measures, without guaranteeing a successful resolution, to restore the Service or minimize damages.

MailSenpai shall not be held responsible for service malfunctions caused by:

Failures in telephone, electrical, or internet networks, whether national or international.

Overloads, outages, or other technical failures beyond MailSenpai’s control.

MailSenpai shall not be liable for failures caused by third parties, including but not limited to:

Slow internet speeds or network failures

Issues with telecommunications providers affecting service availability

The Client agrees to indemnify MailSenpai against all losses, damages, liabilities, costs, or legal expenses incurred as a result of the Client’s breach of this Agreement or actions related to the transmission of data or information via MailSenpai’s platform.

While MailSenpai commits to providing services to professional standards, it assumes no liability beyond what is explicitly outlined in this Agreement, except in cases of willful misconduct or gross negligence.

In any case, MailSenpai’s liability shall not exceed 10% of the total amount paid by the Client under this Agreement.

10. Right of Withdrawal

MailSenpai reserves the right to terminate this Agreement at any time by providing written notice to the Client in the event of:

Violation of any provision of this Agreement.

Non-payment or irregular payment of any fees due under this Agreement.

In such cases, the Client shall not be entitled to any refunds or compensation of any kind, while MailSenpai reserves the right to claim compensation for damages suffered as a result of the Client’s breach.

The Client may terminate the Agreement by sending a written notice via registered mail with return receipt to MailSenpai’s headquarters (Via E. Dandolo, 29 – 76123 Andria (BT), Italy) or via the contact form, at least 30 (thirty) days before the contract’s expiration date.

11. Minimum Service Level Guarantee

MailSenpai Platform Availability

Under this Agreement, MailSenpai commits to maintaining the availability of the MailSenpai Platform with an uptime rate of 99%, 24 hours a day, 365 days a year.

However, the Parties acknowledge that MailSenpai shall not be held liable for service unavailability caused by factors attributable to the Client or third parties for whom the Client is responsible. These include, but are not limited to:

Internet connectivity issues at the Client’s location.

Hardware, software, or internal network problems within the Client’s organization.

The guaranteed minimum service level excludes periods of scheduled maintenance, for which MailSenpai will provide:

At least 2 (two) calendar days’ notice for routine maintenance.

At least 4 (four) hours’ notice for extraordinary maintenance.

Additionally, during public holidays and between 00:00 and 06:00 on working days, occasional service interruptions may occur due to software maintenance operations. Such maintenance periods shall not count toward the minimum service level calculation, and MailSenpai shall not be held liable for any downtime occurring during these hours.

Customer Support

To ensure proper use and full functionality of the MailSenpai Platform, MailSenpai provides technical support from Monday to Friday, 10:00 AM to 6:00 PM CET (excluding public holidays) through the following support options:

[a] STANDARD SUPPORT (Included)

Support channels: Email or Ticket system (via ticket.mailsenpai.com).

Response time: First response within 10 working hours.

Resolution time: Issue resolution within 24 working hours, provided the Client confirms the request for intervention.

Exclusions: Does not include consulting on message composition, HTML coding, communication quality, or deliverability issues.

Response time starts only after MailSenpai has received all necessary details to identify the issue accurately.

[b] PRIORITY SUPPORT (Optional – Requires Activation in the Order Form)

Support channels: Email, Ticket system, and Phone/Chat support.

Priority Handling: Requests receive higher priority in the support queue.

Response time: First response within 6 working hours.

Resolution time: Issue resolution within 18 working hours, provided the Client confirms the request for intervention.

Exclusions: Does not include consulting on message composition, HTML coding, communication quality, or deliverability issues.

Requests must be submitted via email, ticket system, or phone/chat, following the specified process.

[c] DELIVERABILITY SUPPORT (Optional – Focused on Deliverability Optimization)

This support service helps maintain optimal email sending quality and addresses deliverability anomalies and issues through technical configurations, best practices implementation, and monitoring. It includes:

Background analysis & reputation assessment of domains.

Initial configuration consultation and deliverability strategy advisory.

Ramp-up assistance for new sending flows.

Dedicated IP configuration where necessary.

Email authentication setup (SPF, DKIM, DMARC).

Separate configurations for transactional, promotional (DEM), or other types of emails.

Testing and baseline adjustments for improved performance.

Ongoing ISP relationship management.

Custom configurations for specific email flows.

Priority support, with first response within 6 working hours.

Authorized Contacts for Support Requests

MailSenpai will only provide technical support to the email addresses pre-registered by the Client in the list of Administrative Contacts for Technical Information.

It is the Client’s responsibility to keep this list updated.

MailSenpai shall not be held liable for providing support to outdated, incorrectly registered, or unapproved contacts.

Language of Support Services

Phone support (included in Priority and Deliverability Support) is provided exclusively in Italian.

For Clients who require support in other languages, Priority and Deliverability Support will be offered only in English via email, ticket system, or chat.

12. Payment and Billing Terms

This Agreement is for a fixed term based on the minimum duration and the corresponding usage fee selected by the Client (e.g., 3, 6, 12, 24, or 36 months). The term begins on the Activation Date or Renewal Date of the MailSenpai Platform.

At the expiration date, the Agreement will be automatically renewed for an equal period (e.g., 3, 6, 12, 24, or 36 months) unless either Party provides notice of termination as specified above.

If termination is submitted beyond the specified deadline, it will not take effect, and the Client will be liable for the full fee for the subsequent period, even if the Platform is not used, as MailSenpai makes the service available throughout the contract term. If the Client terminates the Agreement before the selected period ends, they will still be required to pay the usage fee for the entire agreed period.

During the Demo, the Client can freely discontinue the trial service at no cost at any time. MailSenpai reserves the right to block any scheduled campaigns that extend beyond the contract’s expiration date, even if they were initiated before the contract ended.

The termination of optional add-on features must follow the same procedures as the general contract termination (Registered Mail with Return Receipt or Email Notification) and must be submitted before the expiration date.

One-time professional services purchased by the Client will be valid for the specific duration stated in the Order Form or, if unspecified, for the remaining contract period. If the Client fails to use such services within the set timeframe, they will still be required to pay the full amount, with no right to refunds.

Payment Processing and Invoicing

The Client can only access the MailSenpai service after full payment has been received.

The activation of the account will take place within 15 days of MailSenpai receiving the payment, unless otherwise agreed.

Invoicing will follow the payment method selected by the Client.

If payment is made in a currency other than Euro (€), the invoiced amount will be calculated based on the official exchange rate on the day before the invoice is issued.

The Service Activation Date corresponds to:

The date MailSenpai notifies the Client of successful activation.

If no such notification is sent, the date the Client begins using the service.

Payment methods accepted:

Bank transfer

Credit card

Once payment is successfully verified, MailSenpai will issue the corresponding invoice.

Email Sending Limits and Additional Fees

With the MailSenpai subscription fee, the Client can send a predefined number of emails per month (the “threshold”).

Unused email credits do not roll over to the next month. At the end of each month, counters reset.

The Client may send emails beyond the threshold, with excess emails billed at the CPM rate (cost per thousand emails) specified in the Order Form.

Additional usage fees will be billed monthly if they exceed €50 (excluding VAT); otherwise, the amount will roll over and be billed when it reaches this threshold.

If, at the contract’s expiration, total excess usage does not exceed €50, it will be billed at the final invoice.

Plan Upgrades and “Pay-as-you-go” Usage

The Client may request plan upgrades, which will be activated under the pricing conditions published on the MailSenpai website.

MailSenpai also offers an alternative payment model called “Pay-as-you-go”, which allows email sending without a recurring subscription.

To send emails in Pay-as-you-go mode, the Client must pre-purchase credits in fixed, non-divisible amounts.

Once credits are exhausted, no further emails can be sent unless additional credits are purchased.

Credits expire based on the duration stated in the Order Form, but no later than 12 months.

Expired, unused credits are forfeited, with no refund or reimbursement.

Upon expiration, all Client data will be permanently deleted from the MailSenpai platform.

The Client may extend the validity of unused credits for an additional 12 months by purchasing a new credit package before the expiration date.

All pricing listed on the website and in the Order Form is exclusive of VAT.

Recurring Payments & Late Payments

All payments must be made on time, with no suspension or delay allowed, even in the presence of disputes.

The Client must first pay in full before initiating any legal claims related to billing discrepancies.

Automatic Renewal & Recurring Payments

If the Client pays via credit card or PayPal, recurring billing will be enabled, meaning automatic pre-authorized charges will be applied at renewal.

If the automatic charge fails, MailSenpai will immediately suspend sending functionalities and notify the Client’s Administrative Contacts.

Non-Payment & Account Suspension

If the Client fails to pay within 10 calendar days of receiving a payment failure notice, MailSenpai may:

Block access to the platform.

Terminate the contract.

Delete all Client data permanently.

Retain the full amount due for the entire contract period.

In case of late payments, statutory interest will apply, as per Legislative Decree No. 231/2002 and its subsequent amendments.

MailSenpai reserves the right to adjust the subscription fee annually upon contract renewal.

Service Changes & Client Complaints

MailSenpai may modify or discontinue specific services or features of the platform without prior notice.

The Client acknowledges that MailSenpai does not guarantee the availability of specific functionalities. However, MailSenpai will make reasonable efforts to inform Clients of major service changes.

If the Client disputes any charges, they must submit a written complaint within 30 days of receiving the invoice. Failure to do so constitutes acceptance of the charges

12-bis. SMTP Senpai: 30-day money-back guarantee and free trial

Scope. This article applies only to orders for the stand-alone SMTP relay service called “SMTP Senpai”, purchased online through the plan configurator (checkout) available at app.mailsenpai.com. To the extent set out here, it prevails over Articles 10 and 12 on cancellation and refunds.

30-day money-back guarantee. For the first paid purchase of SMTP Senpai made without a free trial, the Client may request, within 30 (thirty) calendar days of the order date, a full refund of the fee paid for the first period, without giving any reason. The request must be sent via the contact form, stating the email address linked to the account and the order number. Mailsenpai refunds the amount to the original payment method within 14 (fourteen) days of receiving the request; at the same time the service is deactivated and automatic renewal is cancelled.

The guarantee can be used only once per Client (same email address or same VAT number) and does not apply: (a) to renewals, upgrades or purchases after the first one; (b) to orders started with a free trial, for which the trial replaces the guarantee; (c) to over-threshold sending charges (CPM) already accrued and to one-off professional services; (d) in case of breach of the obligations under Article 5 or suspension of the account for misuse (for example spam, lists without consent, abusive activity), without prejudice to any other right of Mailsenpai.

Free trial. When offered, the SMTP Senpai free trial lasts 14 (fourteen) calendar days, with a limit of 100 emails per day. When ordering, the Client registers a payment method, which is not charged during the trial. The Client may cancel at any time during the trial, at no cost, directly from the customer area (“My plan” section), notwithstanding the cancellation procedure of Article 10. If the Client does not cancel before the trial ends, the plan stated in the order is activated automatically and the first fee is charged on the trial end date; from that date these terms apply in full, including the duration and automatic renewal set out in Article 12. Mailsenpai reminds the Client of the trial end date with an email sent a few days in advance. Only one free trial is allowed per Client (same email address or same VAT number).

12-ter. SMTP Senpai: volumes, plan changes, cancellation and how the service works

Scope. This article applies to orders for the “SMTP Senpai” SMTP relay service placed online through the plan configurator (checkout) at app.mailsenpai.com and, to the extent provided here, prevails over articles 10 and 12.

Monthly volume and alerts. The plan includes a monthly email volume; counters reset at the start of each billing month and unused volume does not roll over. Mailsenpai notifies the Client by email when 50%, 80% and 100% of the volume is reached.

Volume exhausted and sending continuity. By default, once the monthly volume is used up, sending is paused until the start of the following month at no extra cost. The Client may switch on “sending continuity” from the client area by express choice: emails beyond the volume are then charged in blocks of 1,000 at the cost per thousand stated in the order (VAT excluded), to the registered payment method, up to the monthly spending cap set by the Client and changeable at any time; once the cap is reached, sending is paused until the following month. The €50 minimum usage billing provided for in article 12 does not apply to SMTP Senpai.

Upgrades. Notwithstanding article 12, the Client may increase the volume and add options (for example sending speed, dedicated IP, additional sender domains, support) at any time from the client area, paying the difference pro rata for the remaining months of the current period. The upgrade is active once payment succeeds; a dedicated IP is warmed up gradually during the first weeks. Downgrades and refunds during the current period are not available.

Cancellation. As an alternative to article 10, the Client may cancel the automatic renewal directly from the client area (“My plan” section) at any time up to the day before the current period ends. Cancellation takes effect at the end of the period: the service stays active until then and is not renewed. Except as provided in article 12-bis, the current period is not refunded.

Promotional codes. Unless the offer states otherwise, discounts and promotional codes apply to the first plan period only; renewals are charged at the list price of the chosen plan, shown in the order summary. Where the offer says so (for example codes reserved for the SMTP relay only), the discount applies to the plan fee only and not to add-ons such as dedicated IP, sending speed, tracking, additional domains and support, which remain at full price; the order summary always shows the actual amount.

Payments and invoicing. Payments are made by card or, where available, SEPA direct debit through the payment service provider Stripe; Mailsenpai does not store full card details. Italian Clients receive electronic invoices through the Italian Exchange System (SDI).

Protecting sending reputation. Addresses that do not exist (hard bounce) or that reported a message as spam are automatically added to the Client’s suppression list: messages to those addresses are not sent and do not use volume. The Client can view the list in the client area. In case of abnormal bounce or complaint rates, Mailsenpai informs the Client, explains what to fix and may propose technical measures (such as a dedicated IP); this is without prejudice to breaches of article 5 (for example spam or lists without consent), in which case Mailsenpai may suspend the service with immediate effect under article 10. The Client may only send from verified sender addresses and domains.

Log, reports and service communications. Mailsenpai keeps the sending log (outcome, bounce reason and technical delivery data) for 90 days, available in the client area and via API, and sends the Client a periodic report on sending performance and service communications (for example trial expiry and volume alerts).

Open and click tracking. When the Client enables tracking for SMTP Senpai, article 7-bis applies, within the limits of the features available for SMTP Senpai.

Website forms. The web form reception feature processes data submitted by visitors of the Client’s website solely on behalf of the Client, as data processor under article 7; the Client provides visitors with the privacy notice. Messages are stored until deleted by the Client or until the contract ends.

13. Jurisdiction

Any disputes arising from the interpretation or execution of this Agreement shall be subject to the exclusive jurisdiction of the Court of Trani, Italy.

14. Final Provisions

MailSenpai may unilaterally modify this Agreement at any time. Changes take effect upon email notification to the Client’s Administrative Contact.

Continued use of the MailSenpai Platform after receiving the notice constitutes acceptance of the changes under Article 1327 of the Italian Civil Code.

If the Client does not accept the modifications, they must notify MailSenpai via PEC or registered mail within 10 days. MailSenpai then has the right to terminate the contract and charge fees for the period the Client used the platform.

Legal Validity:

Tolerating a breach does not constitute a waiver of any rights.

Even if a clause is found invalid, the remaining provisions remain fully enforceable.

The Parties agree that electronic communications and records shall be legally equivalent to written agreements.

Language & Execution:

This Agreement is drafted in multiple languages, but in case of disputes, the Italian version shall prevail, and proceedings shall be conducted exclusively in Italian.

The Agreement takes effect upon signing.

The Client expressly waives the right of withdrawal within 10 days of signing, per Article 5(3) of Legislative Decree 185/1999.

14-bis. Online conclusion of the contract and record of the accepted terms

Online conclusion. For orders placed through the checkout at app.mailsenpai.com, the contract is concluded when the order is submitted, after the Client has viewed these general terms in the version in force, shown in full in the checkout, accepted them, specifically approved with a separate checkbox the clauses listed below pursuant to Articles 1341 and 1342 of the Italian Civil Code, and viewed the privacy notice.

Record of the accepted version. For each acceptance Mailsenpai keeps, in a form that cannot be altered: the full text of the general terms and of the privacy notice in the version shown to the Client, with the version date and the digital fingerprint (SHA-256) of the text; the text of the ticked checkboxes; date and time of acceptance; IP address and browser used; the order and account the acceptance refers to. The same applies to optional consents and to the advertising cookie choice made in the checkout. The Client can view the accepted version at any time through the link in the order confirmation email and can ask for a copy via the contact form. The Parties agree that these electronic records are evidence of the acceptance and of its content.

Later versions. New orders are governed by the version of the terms in force when the order is placed; later changes apply to existing contracts as set out in Article 2.

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client declares to have read and specifically approves the following clauses: 1 (Irrevocability of the order), 2 (Unilateral modification of the terms), 4 (Deactivation of the account without notice; deletion of data and residual credits), 5 (Penalties, indemnities and liability of the Client), 6 (Limitations on the use of the software), 7 (Indemnity for data processing and damage to third parties), 7-bis (Tracking tools, Client’s obligations and deletion of tracking data after 12 months), 9 (Disclaimer and limitations of liability), 10 (Right of withdrawal of Mailsenpai), 12 (Payments, automatic renewal and consequences of non-payment), 12-bis (Limits of the guarantee and conditions of the free trial), 12-ter (Suspension of sending when the volume ends, no downgrades or refunds during the current period, suppression list), 13 (Exclusive jurisdiction) and 14 (Waiver of the right of withdrawal).