INVENTIA S.r.L. with registered office in Via privata Antonio Fontanesi n. 4 - 20146 Milano, share capital 47.800 i.v. registered at the Register of Companies of Milan REA n°MI-1990222, Tax Code and Vat Code n. 07914430967, email address firstname.lastname@example.org; (the "Provider");
[-] Company, address [-], Reg. n [-], VAT n [-], email (the "Customer").
1.1 Except to the extent expressly provided otherwise, in this Agreement:
“Account” means an account enabling a person to access and use the Customer Partition of Hosted Services, including both administrator accounts and user accounts;
“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“Business Day” means any weekday other than a bank or public holiday in Italy;
“Business Hours” means the hours from 09:00 to 18:00 CET on a Business Day;
“Charges” means all the fees and expenses underwritten by the parties in relation to this agreement, as specified in the Confirmation Order and in the Contract;
“Cloud“: the virtual infrastructure Inventia Cloud used by Inventia for the provision via internet of the SaaS Service related to the Inventia Platform
“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
- was marked as “confidential”; or
- should have been reasonably understood by the Provider to be confidential.
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date of execution of this Agreement;
“End-User” means the person who access the Services, on whatsoever channel or device enabled by the Customer in accordance with this Agreement and with the Contract;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” or “Software as a Service (SaaS)” means the specific version of Inventia Platform and all the services which will be made available by the Provider to the Customer as a service via the internet and via Cloud infrastructure in accordance with this Agreement;
“Hosted Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services , but excluding any defect, error or bug caused by or arising as a result of:
- any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
- any use of the Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
- a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
- an incompatibility between the Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
“Hosted Services Specification” means the specification for the Hosted Services set out in the Documentation;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Inventia Platform” is a Video Customer Engagement Software product that allows a video interaction between the Customer and its End-Users and may integrate Customer Relations Management (CRM) and Business Process Management (BPM) functions.
“Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
“Mobile App” means all mobile application or software development kit (SDK) that is made available by the Provider;
“Personal Data” has the meaning given to it in the Italian Law n, 675, 31/12/1996.
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Schedule” means any schedule attached to main body of this Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
“Software” means Inventia platform and its components, including but not limited to: Inventia Server, Inventia Web Widget, Inventia Mobile SDK, Inventia Operator Console, Inventia Admin Dashboard, Inventia Video Recorder Module, Inventia Cobrowsing Module;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Software Specification” means the specification for the Software set out in the Documentation;
“Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
“Supported Web Browser” means the releases of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser, that the Provider agrees shall be supported as specifically declared in writing in the Technical Documentation;
“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Territory”: the geographic area in which the Hosted Services is deliverable and accessible. Inventia delivers the Hosted Services from the Cloud and under the SLA & Conditions of its Could providers all over the world;
“Update” means a hotfix, patch or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any software.
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force until the Termination Date as specified in the Confirmation Order or in the Contract, subject to termination in accordance with Clause 18.
3. Hosted Services
3.1 The Provider shall create an Account for the Customer, provide an ad hoc partition dedicated to the Customer, as well as Customer login details for that Account on or promptly following the Effective Date.
3.2 The Provider hereby grants to the Customer a non-exclusive right to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term and within the Territory.
3.3 The right granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
- the Hosted Services may only be used by the named users that have been entitled with access credentials to the Customer Account, as identified in the Documentation, providing that the Customer may change, add or remove a designated named user in accordance with Inventia, and
- the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Documentation.
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the right granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
- the Customer must not sub-license its right to access and use the Hosted Services;
- the Customer must not permit any unauthorised person to access or use the Hosted Services;
- the Customer must not use the Hosted Services to provide services to third parties other that the intended End-Users, unless specifically agreed with Inventia;
- the Customer must not republish or redistribute any content or material from the Hosted Services; and
- the Customer must not make any alteration to the Platform
3.5 The Customer shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an Account.
3.6 The Provider shall use all reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
- a Force Majeure Event;
- a fault or failure of the internet or any public telecommunications network;
- a fault or failure of the Customer’s computer systems or networks;
- any breach by the Customer of this Agreement; or
- scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with Schedule 1 (Acceptable Use Policy).
3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.10 The Customer must not use the Hosted Services:
- in any way that is unlawful, illegal, fraudulent or harmful; or
- in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.12 The Customer shall be subject to the following prohibitions:
- the Customer must not sell, resell, rent, lease, loan, transfer the legal ownership, supply, publish, distribute or redistribute the Software or any passwords or usernames of Inventia Services;
- the Customer must not alter, translate, edit or adapt the Software; and
- the Customer must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate, reverse engineer or otherwise modify the Software, in whole or in part, or prepare derivative works based on the Software;
- The Customer may not use the Software for operations of any type on aircrafts, ships, nuclear plants, life support machines, communication systems or any other equipment in which the malfunctioning of the Software could lead to personal injury, death or environmental damage; and
- The Customer may not falsify, remove or obscure any author attribution, copyright, trademark and legal notices of Provider, nor the copyright or trademark notices of third parties that the Provider has included in the Software or in the supporting documentation; and
- The Customer may not exceed the limits set by the account and credentials purchased for the Term.
3.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4 Activation and supply of Services
4.1 In order to activate the Hosted Services, the customer agrees to provide Inventia or its Authorized Distributors with the personal or corporate information requested during the enrollment process, ensuring that they are declared and maintained current, complete and truthful.
4.2 The Customer agrees to comply with all the technical, software and Internet connection prerequisites previously communicated by Inventia or by its authorized distributors. The Customer is responsible, at his own expense and care, to purchase, prepare, activate and install everything is needed to use the Hosted Services (for example, but not limited to, a suitable terminal, telephone lines, telephone equipment and modem equipment and/or router, subscriptions, devices, etc.).
4.3 The Hosted Services is made available by Inventia by the release to the Customer of the access credentials composed by the username and password, delivered via email. The Customer will activate the Hosted Services using the credentials (e.g. username and password, or activation keys) received in the manner and time indicated in the Documentation.
4.4 The Customer must keep and maintain the confidentiality of its credentials (username, password and activation keys), which are strictly personal, non-transferable and can only be used to access the purchased SaaS Services via the authentication procedure.
4.5 The Provider shall retain the right to modify the conditions of access and use of the SaaS Service also due to changes in the telecommunication technologies and to the change of the technical features of the software and basic applications (operating systems and technology infrastructures).
5. Maintenance Services
5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
5.2 The Provider shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this main body of this Agreement.
5.3 The Provider shall give to the Customer at least 5 Business Days’ prior written notice of the application of an Upgrade to the Platform.
5.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 5 Business Days’ prior written notice of the application of any non-security Update to the Platform.
5.5 The Provider shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.
5.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
6. Support Services
6.1 The Provider shall provide the Support Services to the Customer during the Term, in relation to the products and services specified in the purchase order and confirmed by a purchase order confirmation.
6.2 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement. The Help Desk shall be available to the Customer at the following times: from 9:00 to 13:00 and from 14:00 to 18:00 CET time, on Business Days only.
6.3 The Provider shall provide the Support in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry. The Support will be made available to the Customer by phone, by email or by access to specific guide instructions.
6.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
6.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
6.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
7. Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement.
7.2 The Customer warrants to the Provider that the use of the Customer Data by the Provider in accordance with this Agreement will not:
- breach the provisions of any law, statute or regulation;
- infringe the Intellectual Property Rights or other legal rights of any person; or
- give rise to any cause of action against the Provider,
in each case in any jurisdiction and under any applicable law.
8. Mobile App
8.1 The parties acknowledge and agree that the use of the Mobile App provided, the parties’ respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.
9. No assignment of Intellectual Property Rights
9.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
9.2 The Software contains copyrighted material, trade secrets and other proprietary material, and constitutes the intellectual property of the Provider.
10.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement as specified in the purchase order and confirmed by a purchase order confirmation.
10.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
10.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation.
11.1 The Provider shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in the contract; in case the contract sets any recurring or time-related charges such as annual or monthly fees, the Provider shall issue invoices in advance of the period to which they relate.
11.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 11, unless different payment terms are specified in the Order Confirmation or in the Contract
11.3 The Customer must pay the Charges by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
11.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of 8% per annum above European Central Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
12. Provider’s confidentiality obligations
12.1 The Provider must:
- keep the Customer Confidential Information strictly confidential;
- not disclose the Customer Confidential Information to any person without the Customer’s prior written consent
- use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
- act in good faith at all times in relation to the Customer Confidential Information.
12.2 Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
12.3 This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
- is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
- is or becomes publicly known through no act or default of the Provider; or
- is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
12.4 The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
12.5 The provisions of this Clause 12 shall continue in force indefinitely following the termination of this Agreement.
13. Data protection
13.1 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Italian Law on Data Protection n. 675/1996).
13.2 To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
- it will act only on instructions from the Customer in relation to the processing of that Personal Data;
- it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data.
14.1 The Provider warrants to the Customer that:
- the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
- the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement; and
- the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Customer that:
- the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
- the Hosted Services will be free from Hosted Services Defects;
- the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Italian law.
14.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.
14.5 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.6 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
15. Acknowledgements and warranty limitations
15.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
15.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
15.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Technical Documentation; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
15.4 The Customer acknowledges that the video quality provide within the Service depends on the channel of interest for the customer, on the selected resolution and on the type of Internet connection used by the Customer for the connection of channel devices, and on the type of Internet connection used by the End-User to access the Service via its own devices, to the Cloud of Inventia. The quality of the video communication is also dependent on the geographic location and SLA of its Cloud providers by mean of which the Hosted Services are offered.
15.5 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
16. Limitations and exclusions of liability
16.1 Nothing in this Agreement will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law;orexclude any liabilities that may not be excluded under applicable law.
16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:
- are subject to Clause 16.1; and
- govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
16.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
16.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
16.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
16.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
16.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
16.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.
16.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
16.10 The liability of the Provider under this Agreement in respect of any event or series of related events shall not exceed the greater of:
- 1.000 euro; and
- the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.
16.11 The aggregate liability of Provider to the Customer under this Agreement shall not exceed the greater of:
- 10.000 euro; and
- the total amount paid and payable by the Customer to the Provider under this Agreement.
17. Force Majeure Event
17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
- promptly notify the other; and
- inform the other of the period for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
18.1 Either party may terminate this Agreement by giving to the other party at least 30 days’ written notice of termination.
18.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
18.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
- the other party:
- is dissolved;
- ceases to conduct all (or substantially all) of its business;
- is or becomes unable to pay its debts as they fall due;
- is or becomes insolvent or is declared insolvent; or
- convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
- an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
- an order is made for the winding up of the other party, or the other party passes a resolution for its winding up, or
- if that other party is an individual:
- that other party dies;
- as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
- that other party is the subject of a bankruptcy petition or order.
19. Effects of termination
19.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 3.12, 8, 11.2, 11.4, 12, 16, 19, 22 and 23.
19.2 The termination of this Agreement shall not affect the accrued rights of either party.
19.3 Within 30 days following the termination of this Agreement for any reason:
- the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
- the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,
without prejudice to the parties’ other legal rights.
20.1 Any notice from one party to the other party under this Agreement must be given in written form by one of the following methods (using the relevant contact details set out in this agreement):
- delivered personally or
- sent by recorded signed-for post courier,
the notice shall be deemed to be received upon delivery
20.2 The addressee and contact details may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.
21.1 The Provider must not subcontract any of its obligations under this Agreement without the prior written consent of the Customer
21.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
21.3 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
22.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
22.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
22.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
22.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
22.6 Subject to Clause 16.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7 This Agreement shall be governed by and construed in accordance with Italian Law
22.8 The courts of Milan, Italy shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
23.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
- that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
- any subordinate legislation made under that statute or statutory provision.
23.2 The Clause headings do not affect the interpretation of this Agreement.
23.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
1.1 This acceptable use policy (the “Policy”) sets out the rules governing:
- the use of the web services at https://*.inventia.biz any successor website, and the services available on that website or any successor website, or any other internet service provided with any protocol at domain *.inventia.biz (the “Services”); and
- the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content”).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Inventia (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
- in any way that is unlawful, illegal, fraudulent or harmful; or
- in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
- be libellous or maliciously false;
- be obscene or indecent;
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- infringe any right of confidence, right of privacy or right under data protection legislation;
- constitute negligent advice or contain any negligent statement;
- constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
- be in contempt of any court, or in breach of any court order;
- constitute a breach of racial or religious hatred or discrimination legislation;
- be blasphemous;
- constitute a breach of official secrets legislation; or
- constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true.
6. Negligent advice
6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services unless you are legally authorized to provide these services or advise.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
8. Marketing and spam
8.1 You must not send any spam[ or other marketing communications] to any person using any email address[ or other contact details] made available through the Services or that you find using the Services.
8.2 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, “get rich quick” schemes or similar letters, schemes or programs.
9.1 You acknowledge that we may actively monitor the Content and the use of the Services
10.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
11. Harmful software
11.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
11.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.