General Terms and Conditions
GENERAL TERMS AND CONDITIONS
Definition of terms
1.1 Services: refers to any service provided by SoftAgile to the Client, including but not limited to maintenance and technical support related to the product.
1.2 Products: refers to Software products owned by the Supplier or products distributed by the Supplier, at the software level, as well as the documentation that the Supplier provides with the Products to the Client.
1.3 Client: refers to the end user or purchaser that: (i) used Products and/or Services for internal use and not for resale, marketing or distribution purposes and (ii) is identified as end user or purchaser or licensee.
1.4 Company: refers to the company which is owned by the Client
1.5 Software: refers to the version of programs/apps developed or sold by SoftAgile that can be executed on computer or other devices (e.g. tablet, phone etc.) and related documentation.
1.6 Parties: refers to the Client and the Supplier jointly
1.7 SoftAgile: SoftAgile Srl, legal office location: Via G.Falcone, 9 – 20094 Corsico (MI) – pec: firstname.lastname@example.org – C.F./IT VAT 13425590158 - REA n. MI-1651334
2. Commercial conditions
2.1 Upon the receipt of the activation request done by the Requestor, SoftAgile will grant temporary access to a limited version of the Products (Freemium); once the Freemium products and services are available the Supplier doesn’t assume any obligation towards the Requestor with respect to the Services provided and/or the quality of Products and/or data storage and back-up. Upon the activation of the paid service (Premium) the Supplier will guarantee to the Client the execution of service terms related to the specific product that was purchased.
2.2 Interests on overdue payments. In case of Premium Products and Services purchase the payment terms specified in the order and other contractual documents are binding. In case of overdue payment, the Client will be liable to pay the Supplier the relevant interests on overdue payment defined by the law.
3. Terms and general conditions
3.1 Resolutive clause: In case of purchase of Premium products and services the Supplier may terminate the contract if the Client's financial situation can jeopardise the due payment attainment (i.e. existence of complaints on default of payment, execution proceeding etc.), or the Client does not comply with the agreed payment terms. In case of contract termination, the Client will be liable to pay for all performed activities and to compensate all costs incurred by the Client up to the moment as well as to pay the penalty equal to the fee for all the services that are supposed to be rendered, except for prejudice to claim greater damages.
With respect to Freemium services the Supplier may at any time at its sole discretion modify the scope of the services and terms of their delivery including the possibility to suspend them.
In case of extended non-use (2 months) of Freemium service, the Supplier will discontinue the service and will stop the storage of any registered data.
3.2 Termination effect: after the contract termination the Client's rights to use Products or Services will become inoperative immediately. In case of payment delay SoftAgile may decide, in its sole discretion and in the absence of possibility to claim compensation for damages, to suspend the services, including maintenance and/or provision of services in Cloud and/or Saas mode. Both parties have the right to compensate any credits accumulated with respect to this Contract, as well as credits of a different nature towards the counterparty.
3.3 Privacy and publicity. In case the Client receives the information from the Supplier that are marked as confidential, the Client undertakes the responsibility to protect this information with the same discretion level that is used to protect its own confidential information, however the protection measures shouldn’t be below reasonable level which is required by the law, also the Client undertakes the responsibility not to disclose this information to any third party without preliminary written authorisation from the Supplier. At no time the Client may undertake or make others undertake any action, publication or communication, implemented by any means, that may prejudice the reputation of the Supplier.
3.4 Warranty disclaimer: SoftAgile does not grant any other warranty or insurance related to the characteristics of the Software products other than the limited one which is provided upon the product delivery, i.e. the warranty that the products characteristics comply with those listed in the provided documentation. SoftAgile does not provide any warranty or insurance regarding the utility or efficiency of software products, it is intended that the success of the latter depends on a multiple factors not related to the will, including but not limited to the application infrastructure, performed customizations, quality of data and configurations/implemented rules, integrations with other software, object data for upload, end user training etc. and other various items not related directly to the standard software product provided to the Client.
Therefore SoftAgile does not grant warranties other than those specified in this contract and shall not be held liable for any loss or damages, whether direct or indirect, including but not limited to loss of practice, loss of use, business interruption, commercial prejudices, loss of goodwill or business reputation, loss of customers, loss of orders, commercial disruptions, loss of benefits, prejudice related to the brand image, loss of data and/or files arising from delivery or exploitation of the Software products by Distributor and/or by the end user and/or by any third party. Except for malice, responsibility of SoftAgile for each damage resulting from the executing of the contract and incurred by the Distributor or its Clients (i.e.: non-execution or inexact execution of what is stated in the offer and other contractual documents, defects of the program, etc.) in any case is limited to the amount which does not exceed 20% of the fee paid during last year (only for purchased Premium products and services).
3.5 Conditions unilaterally expressed by the Client: all conditions unilaterally proposed by the Client, even in the contract, are explicitly declared ineffective, even if they are stated in modules or letterheads, including orders or written communication that was exchanged between the parties after the statement of General Conditions, unless they were made the matter of specific negotiation and were approved by the Supplier in written form.
3.6 Other protective measures. All measures used to protect SoftAgile and specified in the Contract will be additional and in any case will not limit any other right or protection measure available which SoftAgile explicitly reserves the right to use.
4. Duration / Renewal
4.1 The contract for the paid services (Premium) will be automatically renewed for the next year, unless one of the Parties gives the termination notice in form of registered letter or PEC at least six months before the end of the annual contract period.
The renewal costs of the contract could be adjusted at the beginning of each calendar year within the limits of 3%.
In relation to Freemium services the Supplier assumes no obligation of provision and continuity towards the Requestor.
5. Rights and intellectual property
5.1 Copyright. Unauthorised use, copy, modification, distribution, duplication and other abusive use of product is forbidden. The instruments used for the services are protected by copyright and are intended for exclusive use by SoftAgile.
5.2 Concepts and innovative techniques elaborated during cooperation are exclusive property of SoftAgile.
5.3 The Client undertakes the responsibility not to remove, modify and destroy, partly or completely, the parts of EcosAgile product and not to modify and/or destroy any form of copyright, trademark or logo indication.
5.4 The Client undertakes also the responsibility to inform immediately SoftAgile’s representative about eventual violations and other improper actions towards such trademarks, patents and copyrights of which he/she became aware.
5.5 The Client undertakes the responsibility not to reproduce, partly or completely, parts of the Software using the same or different technology, and/or not to modify any of its element, not to translate, publish, decode or disassemble and/or copy the Software or its elements, even those pertaining to graphic and design nature or process elements.
5.6 The Client undertakes the responsibility not to distribute, without preliminary written authorisation, information about SoftAglie products, service and documentation, its characteristics and any commercial terms applied to the Client.
6. Service features.
6.1 The Cloud service has the following features: the DataCenter is located in Italy; BT ITALIA S.p.A.
Legal seat and direction: Via Tucidide, 56 - Building 7, 20134 Milan - ITALY; during the service period the data center can be changed however infrastructure characteristics will be preserved equal or upgraded.
6.2 The Cloud tariff (for Premium Products and Services) guarantees availability of the disk space up to 15 GB; in case of additional space is needed the tariff will be increased to 10.00 eur per month for GB provided.
6.3 SLA (for Premium Products and Services): 99% of up run time in the operation period from 7:00am till 10:00pm (UTC+1 / UTC+2) excluding half a day every month for eventual updates; the interruption for eventual updates will last maximum 4 hours. During the night the operational efficiency of the system is preserved with limitations in use as the period is reserved for backup, periodic batch processing and general administration processes which may lead to partial/short discontinuity in services.
7.1 Place of jurisdiction. The validity, interpretation and application of this Contract will be governed by Italian law in order not give rise to legislative contradictions. Any controversy, none excluded, resulting from Contract stipulated by SoftAgile with the Client will be exclusively referred to the jurisdiction of the courts of Milan.
7.2 Concession. Neither this Contract, nor the rights it contains may be assigned by the Client without the preliminary written authorisation by SoftAgile. Any attempt to assign the rights that violates the above statement will have no legal value and will lead to the immediate termination of the contract.
7.3 Communication. Any communication relating to this Contract must be made in written form and sent via certified e-mail (PEC) or registered letter with delivery note.
7.4 Compliance. in process of the execution of this Contract, the Client undertakes the responsibility to comply with all laws, licenses, permits or approvals required by the Government or authorities. The Client undertakes the responsibility to indemnify SoftAgile against any losses and against liability for any violation of current legislation.
7.5 Severability. In case any term of this Contract becomes illegal or is declared illegal or not applicable by any court of competent jurisdiction, such term will be considered null and void and will be deleted from the Contract. All the other conditions will remain effective and will remain fully applicable. Notwithstanding the above statement, in case the latter becomes applicable to this paragraph and, therefore, the value of this Contract becomes materially prejudiced for at least one of the Parties, as determined by the Party and to its sole discretion, the Party may terminate the contract after sending written notification to the other Party.
7.6 Force majeure. In case of force majeure, labour disputes, activity interruption beyond the authority of SoftAgile, riots, governmental regulations and other unavoidable events – without prejudice to any other right of SoftAgile – SoftAgile shall have the right to withdraw from the supply contract Partly or completely if due to such events the service providing will become economically unprofitable for SoftAgile.
8. Privacy protection
8.1 SoftAgile informs the Client that in order to establish and perform actual contractual relationships SoftAgile has in possession of the data acquired verbally, directly or via third party, related to the Client, such data is treated as personal according to the law.
8.2 With reference to this data, SoftAgile informs that data are processed in accordance with contractual requirements and for the fulfillment of legal and contractual obligations deriving from them and to achieve an effective management of business relationships with respect to the current related European regulation.
8.3 The Parties undertake the responsibility to observe mutually the provisions on the merits of the Code of personal data protection according to European regulation, which protects the use of personal details of persons and other subjects, and to carry out the personal data treatment in compliance with aforecited law and provisions. As from now each Party provides to the other common and personal data treatment authorization, even informatic and telematic, for performance of legal rights, accounting and fiscal needs or any other obligatory matters connected to the execution of this contract.
8.4 In addition each Party is obliged to treat and communicate the personal data of the other Party in compliance with the aforecited purposes and with respect to all necessary security measures.
8.5 Only for the purposes of credit protection and better administration of our rights related to single business cooperation the data will be treated during the period of the established cooperation and further on in order to comply with all the legal requirements as well as for future commercial purposes; SoftAgile can use the data for marketing purposes even for the Freemium mode use.