License and maintenance agreement

StereoCAD and StereoCloud3D · MENCI Engineering srl · version 1.1, in force from 25 October 2026. English translation for convenience: the Italian text is the one that applies.

MENCI Engineering srl — license and maintenance agreement for StereoCAD and StereoCloud3D. Version 1.1, effective from 25 October 2026. The Customer pays an entry fee that covers the first year and, to keep using the Software, an annual fee that includes 500 AI credits; the agreement is renewed only by paying the fee. The terms of use are in the EULA (Annex B).

1. Parties, recitals and subject matter

1.1 Parties. MENCI Engineering srl, with registered office at Via Fratelli Lumiere 19, 52100 Arezzo (AR), Italy, tax code and VAT no. 01623490511, REA AR-126633, e-mail info@menci.com ("Supplier"), and the Customer named in the order form (Annex A) ("Customer").

1.2 Recitals. The Supplier develops the programs StereoCAD and StereoCloud3D ("Software"). The Customer is a professional, a business, an educational or research institution or a public body, and buys for its own activity. The agreement is not offered to consumers.

1.3 Subject matter. For the product, the License Type and the number of devices stated in the order, the Supplier grants the Customer:

1. an annual, renewable license to use the Software, on the terms of the EULA;
2. the maintenance service described in art. 3, including the annual AI credits;
3. on request, AI credit top-ups.

License and maintenance cannot be separated: one cannot be bought without the other.

1.4 Documents. The agreement consists of the following, in this order of precedence: the signed order form or the accepted quotation (Annex A), these terms, the EULA in force on the date of the order (Annex B), the AI credits terms (Annex C), the price list in force.

2. Fees

2.1 Entry fee. Paid once, with the order, for each license. It covers the right of use, the maintenance and the AI credits of the first year. It is not refundable, except in the warranty cases of the EULA.

2.2 Annual maintenance fee. It is fixed and, from the second year, required to keep using the Software. It is paid in advance for each year and renews the agreement for that year (art. 4.2). The right to use the Software lasts as long as the fee is paid.

2.3 AI credit top-ups. They are optional and are bought in packs, from the program or by order, at the prices of the price list in force.

2.4 Amounts. The amounts are those of the order form or, failing that, of the price list. They are net of VAT and other taxes.

2.5 License Types. Educational and Public Administration follow the same scheme, with their own amounts. The trial license is free of charge, lasts 7 days, includes no maintenance and has 250 AI credits that cannot be topped up. The Educational license is issued only to the institution, never to individual teachers or students.

2.6 Additional devices. Each additional device is an additional license, with its own entry fee and annual fee.

3. Maintenance and included AI credits

3.1 What it includes. For each paid year:

• all updates and new versions of the product purchased;
• technical support by e-mail at info@menci.com, on working days from 9:00 to 18:00, with a first answer within 2 working days;
• the online license service and the related online services;
• the "Ask Stereo AI" assistant, without consuming credits;
• the annual AI credit allowance of art. 3.2.

It does not include: training, work on the Customer's data, custom development, on-site support. These are quoted separately.

3.2 Included AI credits. Each license year includes 500 AI credits per license, for the AI features that consume them. At the start of each paid year the included credits return to 500: unused ones do not carry over to the next year and are not refunded. Top-up credits are not affected by the renewal (art. 3.3).

3.3 Top-up credits. Credits bought with a top-up are used after the included ones and do not expire while the agreement lasts: at renewal they remain and add to the 500 credits of the year. They cannot be refunded, transferred or converted into money, except under art. 6.4.

3.4 Balance and use. The program always shows the balance and the credits used by each request. A request that fails consumes no credits. When the credits run out, only the AI features that consume them stop; the rest of the program keeps working.

3.5 Evolution of the Software. The Supplier may change, improve or remove features in new versions, provided that the main features of the product remain available.

4. Term and renewal

4.1 Term. The agreement lasts 12 months from the date the license is activated.

4.2 Renewal by payment. The agreement does not renew automatically. It is renewed for another 12 months when the Customer pays the following year's fee by the expiry date; no notice is needed to not renew it. Before the expiry the Supplier normally sends a reminder with the amount of the fee; the reminder is a courtesy and does not affect the expiry. Without payment, art. 6.1 applies from the expiry.

4.3 Public Administration. The same rule applies to public bodies: each year the agreement is renewed with a new order and payment (art. 23 of Italian Law 62/2005), or the agreement is made for several years with the amounts already stated and committed. The conditions of public procurement procedures (MEPA, tenders, direct awards) remain in force where they are mandatory.

4.4 Early withdrawal. The Customer cannot withdraw during the paid year and has no right to refunds for the unused period, except in case of breach by the Supplier.

4.5 Development and discontinuation of the service. The Supplier decides freely whether, when and how to release updates and new versions: maintenance includes those released during the paid year, but does not oblige the Supplier to develop new features or to disclose development plans. If the Supplier discontinues the license service of a product, it refunds the unused part of the current year's fee.

5. Payments, invoicing, late payment

5.1 Terms. The entry fee and top-ups are paid with the order; the license is activated once payment is received. The annual fee is paid by the expiry date of the current year. For the Public Administration: within 30 days of the invoice, as required by law.

5.2 Methods. Bank transfer, or card for top-ups from the program. Invoices are electronic. For the Public Administration: invoice to the office's unique code, with CIG and, where required, CUP; split payment where applicable; the Supplier complies with the traceability of payments (Italian Law 136/2010).

5.3 VAT. Italian VAT applies. For businesses in other EU countries with a valid VAT number the reverse charge applies; outside the EU, the regime provided for by law.

5.4 Non-payment. A fee not paid by the expiry date does not renew the agreement and creates no debt of the Customer: from the expiry the license switches to view-only mode (art. 6.1). For amounts already invoiced on the Customer's order and not paid (entry fee, top-ups, ordered annual fee), late-payment interest under Italian Legislative Decree 231/2002 accrues; after 60 days the Supplier may terminate the agreement (art. 1456 of the Italian Civil Code).

6. Termination, reactivation, prices

6.1 View-only mode. If the fee is not paid or the agreement ends, the license switches to view-only mode for 12 months: the Customer opens and views its own projects, but does not create, modify, export or print, and does not use the AI features. Then the license is deactivated.

6.2 Work Products. Work Products already produced and delivered remain the Customer's and may be used without limits, in compliance with the EULA. Project files are in the formats documented in the manual and the Customer can export them as long as the license is active.

6.3 Reactivation. Within 12 months of the expiry the Customer reactivates the license by paying only the fee for the new year, without the fees of the years skipped. If more than one year has passed since the expiry, reactivation costs the fee for the new year increased by 25%, without a new entry fee.

6.4 Credits at termination. At termination the included credits lapse. Unused top-up credits lapse as well and are not refunded, except where the Supplier discontinues the license service (art. 4.5), in which case the value of the unused top-up credits is refunded.

6.5 Price adjustment. The Supplier may update the annual fee and the credit prices once a year, effective from the renewal: the renewal price is the one stated in the payment request. The increase does not exceed 10% of the previous year's price. A Customer who does not accept the increase may simply not renew (art. 4.2).

7. Delivery, activation, warranty

7.1 Delivery. The Software is delivered by download from the product's website, with the license key sent to the address of the order. The download requires acceptance of the EULA. No physical media are delivered.

7.2 Activation and devices. Each license is tied to one device, or to the number of devices stated in the order, which the license server registers at the first activation; the program works connected to the Internet, except for offline use granted by the Supplier. On another PC the license is activated only after releasing the first one, by deactivation from the program (Help → License) or on request to the Supplier, who carries it out at its discretion.

7.3 Requirements. Before ordering, the Customer checks the hardware and software requirements published on the website, also with the trial license.

7.4 Warranty and liability. Articles 8.1-8.3 of the EULA apply. In short: correction of defects or refund of the fee for the unused period; no liability for direct or indirect damages; a cap equal to what was paid in the last 12 months, except for wilful misconduct or gross negligence.

7.5 Compliant use. The uses permitted for each License Type, the watermark and the prohibitions are those of the EULA. A breach of the EULA is also a breach of this agreement.

8. Final provisions

8.1 Confidentiality. The parties keep confidential the financial terms and the technical information received, except where the law requires otherwise (for the Public Administration, the transparency rules).

8.2 Privacy. The Customer's data are processed according to the Supplier's privacy notice. If the Supplier processes personal data on behalf of the Customer (for example in support or with the AI features), the parties sign a data processing agreement (art. 28 GDPR), Annex D.

8.3 Notices. By certified e-mail (PEC) or e-mail to the addresses in the order.

8.4 Assignment. The Customer does not assign the agreement without the Supplier's written consent. The Supplier may assign it to whoever takes over its business.

8.5 Governing law and jurisdiction. Italian law. Exclusive jurisdiction of the courts of Arezzo, except for mandatory rules on public contracts.

8.6 Specific approval. Pursuant to articles 1341 and 1342 of the Italian Civil Code the Customer specifically approves: 1.3 (license and maintenance cannot be separated), 2.1-2.2 (non-refundable fees, annual fee required for use), 3.2-3.3 (included credits do not carry over, credits are not refundable), 4.4 (no withdrawal), 5.4 (view-only mode and termination), 6.1 and 6.3-6.5 (view-only mode, reactivation, credits, prices), 7.4 (limitation of liability), 8.5 (jurisdiction).

8.7 Annexes. A: order form. B: EULA. C: AI credits terms. D: data processing agreement (if needed).

Annex A — Order form

The Customer declares to have read and accepted the terms of the agreement and the EULA.

Place and date ____________ Signature ____________

Pursuant to articles 1341 and 1342 of the Italian Civil Code the Customer specifically approves the clauses listed in art. 8.6.

Signature ____________