Términos y condiciones generales
1. 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 operated on computer or other devices (e.g. tablet, smartphone 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.Pezzotti, 2 – 20141 Milano (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 purchase of Premium Products and Services, 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 the event of termination, the Client will be required to pay for all the activities performed and all costs incurred up to that time by the Supplier, as well as to pay a penalty equal to the amount of services still to be performed, 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 Effect of termination: following termination, the Customer's rights to use Products or Services will immediately expire. 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 Confidentiality and advertising. In the event that the Client receives the information from the Supplier marked as confidential, the Client undertakes to protect such information with the same level of attention used to protect his confidential information, and in any case not less than a reasonable level of attention and as provided by law and not disclose it to third parties without the prior written consent of 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%.
For the Freemium services the Supplier does not assume any obligation of supply 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 10 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 qualifies as personal according to law.
8.2 The type of data managed concerns personal and sensitive data on the basis of the modules / functionalities used, registered in the system by the user or during the initial conversion:
- Basic information: Name, Surname, Tax code, Gender, Address, Telephone number, Email etc.
- Employment information: Company, Registered Office, Contract, Category, Level, Remuneration, Current account and any other HR data
- Health information: Medical visits, Health protocol, Accidents etc.
- Presence information: Absences, Diseases, Accidents, Geolocalized clockings, etc.
SoftAgile will delete such data from the Cloud service within 90 days from the end of the contract; the data will be deleted from the backup after 30 days after deleting online.
8.3 With reference to this data, SoftAgile informs that they 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 in compliance with the latest EU Regulation no. 2016/679 GDPR.
In particular, the managed activities concern:
- Data acquisition and archiving
- Elaboration for the various services and processes provided to the Client such as reporting, research, transmission, integration with external sources if required
- Customer technical support for problem analysis, help desk, service monitoring, etc.
8.4 The Parties undertake to mutually comply with the provisions of the Code regarding the protection of personal data pursuant to the EU Regulation no. 2016/679 GDPR on the protection of persons and other subjects with regard to the processing of personal data. As from now each Party provides the other the authorization to the processing, including computer and electronic data relating to their personal and common data, for the fulfillment of the obligations of law, accounting, tax or any other mandatory nature related to execution of this Contract.
The data are transmitted in encrypted form between the Cloud system and the user. Any file of interfaces, if requested, are made accessible with encrypted protocols (SFTP) with unencrypted file (txt, csv etc.) and it is the Client's responsibility to delete such files once no longer of interest.
8.5 The following locations are used for the Cloud Services Data Center: Italy.
8.6 Each Party also warrants to process and communicate the personal data of the other in accordance with the aforementioned purposes and in compliance with all necessary security measures.
8.7 For the sole purposes of credit protection and better management of our rights related to the individual business relationship; the data will be processed for the entire duration of the relationships established and also subsequently for the accomplishment of all legal obligations. With regard to the data itself, the Customer can exercise the rights provided for by the art. 15 of the EU Regulation no. 2016/679 GDPR.
8.8 The services performed for the Client may be used by the Supplier as references for marketing purposes, even if the use is made in free or freemium mode.