SOFTWARE LICENCE TERMS AND CONDITIONS
Version U1/03/2020/ENG
1. General terms
These General Terms and Software Licence Conditions (“General Terms and Conditions”) along with the Commercial Offer (“Offer”), and any Attachments, upon acceptance by the customer indicated in such documentation (Customer and/or Licensee and/or Licenced Admin) constitute the entire contractual documentation between the Customer and UFirst s.r.l. with registered office at Via Amendola n. 46, 00185 Rome, Italy, tax code VAT number and registration in the Companies’ Register of Rome 12753241004 REA n. RM-1397673 (“UFirst”). UFirst and the Customer are named hereinafter jointly the “Parties” and, each a “Party”.
This Software Licence sets out the terms and conditions on which UFirst licenses the UFirst branded (“Trademark”) software (“Software”), meaning a Software designed and developed by UFirst that allows the Customer to virtually manage physical queues (“Product”).
Such Software, once installed by the Licensee (i) through download, installation and integration (where provided for in the Contract) with the relevant virtual queue numbering totems on site at the point of sale and/or the structure open to the public of the Licensee (“Physical Locations”), and/ or (ii) inside the hardware of the Customer as well as (iii) on the end user (“Users”) side, through the UFirst owned mobile application (“App”) on desktops, laptops or mobile devices, allows the optimization of the prodromal physical waiting time for access to the Physical Locations where the Licenced Admin intends to use, and make the Users benefit from, the Product available through the Software.
Through the Licenced Admin Tool, the Licencee will be able, to make available the Product provided by the Software to its customers and Users, within the limits (time, territory, sector, specific use) specified in the Contract, once they have downloaded and installed the App on their devices. The Product will be used through the associated platform of the Licenced Admin tool (“Licencee Platform”).
The Software also includes the updates and the relative Software instructions and is provided to the Licensee together with the access credentials that are valid for the period agreed upon in the Contract.
These General Terms and Conditions shall apply to all contracts entered into by UFirst for the supply of products and services that are based or rely upon the Software. In case of conflict between the provisions set out in these General Terms and Conditions and those set out in the Offer, the latter shall prevail.
2. Software License: Rights to use the Software
The Software, the relevant documentation, interfaces, content, fonts and in general all data relating to the Product are licensed (and not sold) to the Licensee by UFirst subject to the General Terms and Conditions. UFirst retains the exclusive ownership of the Software, the App, and any related rights and documentation, thus granting to the Customer only the rights to access, and use such products expressly granted, within the terms and limits of the License.
Upon payment of the fees and subject to the terms and conditions of the Contract and General Terms and Conditions, UFirst grants to the Licensee, and Licensee accepts, a non-exclusive, non-transferable and time-limited right to use the Software (“License”) and the related Documentation (the Documentation includes: login details, technical and functional documentation which is delivered and/or made available by UFirst with the Licensed Software), according to the terms and conditions of the Contract.
UFirst retains all intellectual property rights relevant to the Software, any development or upgrade. In order to respect such ownership, the Licensee must not, among other things:
a) use or duplicate the Software except as expressly set out in these General Terms and Conditions;
b) divulge information or any data relating to the Software that is not in the public domain;
c) use the Software for the processing of its own data or that of third parties save as expressly authorised by UFirst;
d) grant its use, on any basis (including sub-licence), to third parties without prior authorization from UFirst, including via interactive data transmission systems or remote data processing services;
e) use the Software for applications involving products and/or services not supplied by UFirst;
f) carry out or allow third parties to carry out reverse engineering, disassembly and uncompiling work on the Software, except for the purpose allowed by law or expressly allowed by UFirst, without however violating UFirst’ intellectual property rights.
Save as expressly set out hereunder UFirst remains the exclusive rightsholder in relation to all the Intellectual Property rights or other rights relating to the Software. The rights to use the Software are limited to those expressly set out in the Contract and in these General Terms and Conditions. No rights are granted to Licensee other than those expressly specified.
3. Delivery of Software and licensed programs
UFirst shall deliver to the Licensee the Software in electronic and digital form through the email address indicated in the Offer.
Unless otherwise provided in the Contract, the service access credentials (“Personal Activation Code”) shall be created and communicated by UFirst to the Licensee indicatively within 5 (five) days from the effective date of the Contract or, if no email address is indicated in the Contract, within 5 (five) days from the communication containing the email address details sent by Licensee.
The Licensee shall install and configure the Software according to the instructions contained in the access link included in the communication of the Personal Activation Code.
UFirst shall also deliver to the Licensee the number of terminals, if any, expressly agreed upon and identified in the Offer.
4. License and payment
License
As a consideration for the Software Licence, the delivery of related Documentation and the provision of the maintenance services agreed by UFirst, the Licensee shall pay UFirst the fees set out in the Offer (“License Fees”), in compliance with the terms below.
Payment
Payment of the Licence Fees must be made in accordance with the payment terms set out in the Offer and solely by bank transfer to the account indicated by UFirst in the Offer.
If payment of any amount due to UFirst is delayed or incomplete for whatever reason, UFirst shall submit to the Licensee a default notice, setting a 7 days remedy period for overdue payment to be made. Should this 7 day period expire without payment being made by Licencee, UFirst shall be entitled to deactivate the Software, thus inhibiting the use by the Customer.
Payment of the Licence Fee cannot be suspended, reduced or delayed for any reasons by the Licencee, including but not limited to the allegation of claims relating to performance of the Contract, the software or the services.
The Licensee cannot transfer, assign and/or sublicense the Contract nor the Licence, in whole or in part, to third parties without prior written authorization from UFirst. Any authorisation by U-First to the Contract or the Licence transfer or assignment shall not affect the original Licensee’s liability under the terms of the Licence or the Contract. For the avoidance of doubt, Licensee will remain jointly liable with the Transferee or new Licensee, for the performance of the contractual and licence obligations by such transferee, or new Licensee.
Without prejudice to the foregoing, any and all charges, costs and fees deriving from such transfer or assignment shall be borne solely by the Licensee and the assignment/transfer will only take effect from the time that is approved in writing by UFirst.
5. Software Maintenance Services
Subject to the Licensee’s payment obligations U-First shall provide the (ordinary) Software Maintenance services described in in the Contract (Software Maintenance Services). The Maintenance Service will include technical support, within the limits set out in the Services description with respect to the License and access to its most recent version from time to time; any additional software services such as additional licenses and/or access to any new features and/or additional upgrade services are expressly excluded and shall be provided only upon request of the Licensee and agreement between the parties on additional fees for the provision of such additional services. Any such agreement shall be attached to the Offer, and named “Additional Services”.
The Additional Services are performed on an annual and renewable basis as provided in the Contract. The Software Maintenance Service, as well as – where applicable – the Additional Services are intended to establish a lasting and collaborative relationship with the Licensee with a view to continuous improvement.
6. Warranty provisions
Software Warranty
UFirst declares that the Software may be licensed to the Licensee and that it does not infringe any third parties rights or encumber any third parties’ obligations and/or claims on the Software. From the date of delivery of the Software, the Licensee shall have the right to hold and use the Software in accordance with the terms and conditions set forth in these General Terms and Conditions and in the Contract and relevant Documentation to which it refers.
The Software warranty period shall commence on the Personal Activation Code delivery date as defined in article 3 above (“Delivery Date”). Unless otherwise expressly agreed in writing in the Offer, the duration of the warranty period will be 12 (twelve) months from the Delivery Date. UFirst warrants that the Software will operate in accordance with its Documentation, provided that the Licencee will comply with the Documentation instructions, and further instructions by UFirst on hardware to be used in connection with the software and will operate the Software in accordance with its specifications. Any warranties that the Software will operate without interruptions, errors or that it will be free from minor defects, viruses etc, or that the related applications will be fully consistent or compatible with the Licensee’s system specifications or other hardware or software are expressly excluded.
A 72-hour continuous down tolerance is deemed accepted by the Licensee, and shall not constitute breach of warranty or breach of contract.
UFirst warrants that the Software conforms to its description and specifications as set out in the relevant Documentation. Any minor gaps or differences between the actual functionality and Documentation shall not constitute non conformity for any reasons and in particular for the purpose of these General Terms and Conditions. UFirst will remedy any defects of the Software under warranty provided that Licensee notifies such defects within 3 (three) days from its discovery and provided that such defect was hidden (unknown or could not be reasonably known).
Any action to remedy a defect by UFirst or other intervention to rectify or verify any defects shall not modify or extend the duration of the warranty period. During the warranty period UFirst shall repair or replace the defective Software copy(s) and/or correct and replace any Documentation that are found to be defective from origin.
The decision to replace or repair, shall be exclusively with UFirst, at its sole discretion. UFirst shall replace or repair the copy or copies of the Software within the timeframe to be established from time to time. If the Licensee expressly requests on-site access or intervention, all travel costs, travel time, hours of travel, ordinary and overtime work, accommodation and meals shall be charged to the Licensee provided that such costs and expenses are duly justified. Any express or implied warranty obligations, that have not been expressly set out under these General Terms and Conditions or other liability deriving from defects in the Software are expressly excluded. Accordingly, nothing will be due to the Licensee for the period during which the Software is unproductive or, in any case, for its defective functioning and the Licensee cannot claim damages or indemnities in relation to expenses, accidents or any direct or indirect loss, being its exclusive remedy under the warranty the Software repair or replacements under the terms herein.
These warranty rights shall not be enforceable in the event that Licensee fails to comply with any of its contractual obligations, including payment obligations, and any obligations set out in clause 2 hereunder. These warranty provisions shall not apply in the event of damage caused by (i) improper use by Licencee or (ii) procedures followed or implemented by Licensee that are not compliant or not indicated in the relevant specifications or the Documentation, (iii) careless use, or unauthorized activities or, in any case, by any reason not attributable to or approved by UFirst.
In such cases UFirst shall not be responsible for any damage caused to the Software or for any repair or replacement of the products or the Software or parts thereof, the cost of which will be borne entirely by the Licensee.
Except for the warranty provision above, any other warranty is excluded, including, but not limited to any implied warranty of suitability, fitness for purpose, interoperability of the Software and/or Documentation.
UFirst shall not be liable for any anomalies and/or malfunctioning due to the interaction of the Software with the Licensee’s or End User hardware and software systems and/or Internet or data connection systems.
Hardware Warranty
Where the Contract also provides for the supply of hardware by UFirst, any warranty related to such device and /or maintenance request shall be addressed to the manufacturer of such hardware or device being U-First only a reseller or distributor of such hardware or device.
7. Licensee’s obligation of proper use of the Software. UFirst’s Limitation of Liability.
Licensee’s obligation of correct use of the Software
During the management of the queues, including physical queues at its own Physical Location (inside and outside of such Physical Location) as well as in the management of the accesses to the Physical Location, it will be Licensee sole responsibility to comply with the relevant laws, regulations, instructions and recommendations in force from time to time for health and safety of the Users.
In particular, Licensee shall:
– take full responsibility for the compliance with any applicable laws and regulations and any measures or orders issued by the public authorities, from time to time, including those applicable in relation to access to the Physical Location, queues management, use of the Physical Location and access to services available therein;
– adopt all appropriate measures and follow the best industry practices in force from time to time in relation to health and safety of the public.
Considering the fact that the Users satisfaction is of utmost importance to both Licensee and UFirst, Licensee undertakes to update in real time the data and/ or information in relation to the Physical Locations such as opening days and time (including extraordinary openings and/or closures and/or any change of schedule) with the aim to avoid that Users are
impacted and may suffer detrimental effects from lack of and/or incomplete information and/or misalignment of information between what is shown on the App and the actual status of the Physical Location. Licensee also agrees to manage the integration of the physical queue at (or outside of) its Physical Locations in such a way as to avoid misunderstandings and misalignment between licensee’s users who are physically queued at (or outside of) Physical Location and Users who will access the same location by observing the virtual queue managed by the App.
UFirst’ Limitation of liability
UFirst is not responsible for potential malfunctions of the Software, whether or not they depend on slowdowns and/or congestion of data transmission networks, as well as for any and all damages, loss of profit, loss of any contract with clients or for any indirect or consequential losses or damages which may be incurred by the Licensee in connection with the use and/or non-performance of the Software or Product and/ or UFirst’s services or other third-party applications or services in conjunction with the Software, irrespective of their cause or origin, even if UFirst has been notified of such damages.
UFirst is also not liable for damages of any kind, either direct and/or indirect, that may be incurred by the Users of the App and/ or clients of the Licensee, in relation to the incorrect use of the App itself and/or to any discontinuity in use of the Software due to any cause and/or to the specific operating methods for the physical management of queues and/or access to areas close to and/or outside the Physical Location, as well as inside the Physical Location itself.
Licensee acknowledges and agrees that UFirst’s sole responsibility in connection with these General Terms and Conditions is the provision of the Software for the Licensee’s access and use in compliance with the terms hereunder.
Licensee and/or the User shall bear all costs, charges and disbursements if necessary, for the connection, interoperability and interaction of their equipment in line with the parameters and standards defined by UFirst.
U-First excludes any liability for or warranty that the computer terminals and devices used by the Licensee to make the service available to the Users, as well as the fixed or mobile terminals used by the latter for the purpose of downloading and/or using the App, and the relative data connection, are suitable to support the correct and effective use of the service and the functionalities of the Product offered or to achieve its own purposes.
Licensee acknowledges that UFirst shall not be liable in any manner whatsoever in relation to the gathering and/or disruption and/or congestion and/or disorder that may occur before and/or during the queue at the Physical Locations, as well as in relation to potential risks of any kind, including those related to the infection by any pathogen and/or Covid- 19 and/or other type of viruses to which the clients of the Licensee and/ or Users could be exposed when approaching and/or queuing and/or entering into and/or waiting for their turn or later on at the Physical Locations. The effects, consequences and management of the queuing, inside and outside the Licensee’s premises, as well as the access to the Physical Locations itself, as well as of permanence at the Physical Location, fall under the exclusive responsibility of the Licensee who shall adopt (also through the personnel delegated by the Licensee on site) all precautions and measures to ensure compliance with all legal provisions of any rank and nature, including those adopted for the containment of the pandemic related to Covid-19 or any similar virus may be spread from time to time.
8. Intellectual property rights and Non-Competition Obligation. Business references and logo.
UFirst’s intellectual property rights
uFirst is the exclusive owner of the Software, its source code and/or any other and/or further development and/or update.
Copyrights, patents, patent applications and any other intellectual property rights (IP) relating to the Software, the Documentation and related drawings, documents, components and any others material connected to the licensed Software, shall remain the sole and exclusively property of UFirst.
The industrial and intellectual property rights related to the Software (including following updates, modifications, corrections, improvements of the Software) as well as the related exploitation rights of the Software and/or the Product and/or the services or any further development provided by UFirst belong exclusively to UFirst.
UFirst grants the Licensee the right to use the Software only under the conditions set out in these General Terms and Conditions and the Contract.
Trademarks, including any other registered and non-registered trademarks of UFirst, as well as any other distinctive mark and/or sign related to the Software and all the supporting Documentation, if any, shall remain the sole and exclusive property of UFirst. The Contract does not confer any right to such trademarks to the Licensee.
It is understood that any additional or different use of the Software or the Trademark or the services, severally and/or jointly including with the Product and/or additional services, save as expressly permitted in the Contract and in these General Terms and Conditions or in any case in writing by U-First, constitutes a breach of contracts and is strictly prohibited.
Non-competition obligation
The Licensee undertakes not to use or develop, either directly or indirectly, on its own behalf or through third parties, products and/or services which may be similar or competitive with the Software, or tend to reproduce their operating, interface and/or data access methods, from the Software itself. All techniques, algorithms and procedures contained in the Software and the related documentation, as well as all updates and improvements thereto, are and shall remain the sole and exclusive property of UFirst. The Licensee is therefore not authorized, under any circumstances and for any reason whatsoever, to reproduce or execute copies of the Software, the Documentation and any other documentation relating thereto.
Business references
It is expressly agreed that UFirst may use Licensee’s Trademark or logo as a business reference in its presentations and marketing channels such as brochures, website, apps and/or social media.
During the term of the Contract, Licensee may use UFirst’s trademark as a business reference in its presentations and marketing channels such as, by way a mere example, brochures, website, apps and social media. The Licensee must follow UFirst’s brand design guidelines available on https://bit.ly/35D8OmZ. Any presentation, material, brochures and/or advertising campaigns, marketing or web marketing activities, whether offline or online, newsletters, press releases containing U-first Trademark or otherwise related to the Software, the App or UFirst, through any channel, (websites, digital channels, apps, social channels or otherwise), (here-as-follows “Content”) can be divulged only prior approval in writing by UFirst. UFirst undertakes not to unreasonably withhold its approval and in any case to provide feedback within a reasonable timeframe. The Licensee acknowledges and accepts that it is expressly prohibited any use of the Contents as well as any right related to the Trademark, Software, App, and in general to the image of UFirst, for illicit purposes or other use which may in any way cause damage to UFirst.
UFirst may carry out audits at any time during the term of the Contract to verify the conformity of the use of UFirst’s trademark and logo and any Content. UFirst reserves the right to revoke its consent to the use of the Trademarks and logo at any time, in case of use by the Licensee in a way that is not compliant with UFirst’s brand design guidelines and the Contract.
It is understood that in the event of termination for any reason whatsoever of the Contract and/or upon UFirst’s written request, the Licensee must quit the use and remove from its channels and materials any reference to UFirst’s Trademark and logo at its own costs.
9. Confidential Information and Duty of Confidentiality
During the term of the Contract, either Party (“Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain information which the disclosing Party considers to be confidential, proprietary and a valuable technical and/or business and/or commercial asset. Confidential Information (“Confidential Information”) means information, in any form provided by the Disclosing Party, its subsidiaries, shareholders, officers, directors, employees, representatives, legal or financial advisors or on their behalf to the Receiving Party, prior to, or following the Effective date of the Contract, whether of a technological, technical, proprietary, business, financial or other nature, including without limitation, any information relating to the business, operations, financial condition, assets, liabilities, products, systems, services, formulations, data, formulas, information relating to raw materials, product characterization, processes and models, proprietary ideas, concepts, methodologies, business plans, any business and marketing information.
Confidential Information may not be disclosed to third parties without prior written consent of the Disclosing Party. The Confidential Information shall remain the property of the Disclosing Party and the Receiving Party undertakes to take all appropriate protective measures to prevent its disclosure to any third parties.
The Licensee undertakes not to allow third parties that are or may be competitors of UFirst to have access to the Software even for the sole purpose of viewing it.
No right to use, license or otherwise exploit the Confidential Information are granted to the Receiving Party by implication or otherwise. Without prejudice to the above provision, the Parties shall:
(a) not disclose any Confidential Information to any of its employees, except to those employees who have a “need to know” and who must be directly involved in the performance of this Agreement. The disclosure shall be valid and authorized only under a written legal obligation not less severe than the obligations hereunder, to maintain confidential such information;
(b) not disassemble, reverse engineer or make any copies of Confidential Information (in any medium whatsoever) without the prior written consent of the Disclosing Party;
(c) upon written request, the Disclosing Party may ask at any time to the Receiving Party to stop using any Confidential Information. Upon such request the Receiving Party shall return all Confidential Information to the Disclosing Party and destroy any copies thereof in its database or IT systems.
It is agreed that the following information shall not be deemed Confidential Information, provided that the Receiving Party provides evidence that:
i) the information is already in the public domain or have become so at a later stage for reasons that are not connected to the breach of the Receiving Party set forth under the Contract.
ii) the information has been legitimately communicated by a third party to the Receiving Party provided that such information does not originate from a violation of any obligations under this Agreement and such third party has legitimately acknowledged the relevant information;
iii) the information was already known by the Receiving Party when the information was communicated to the people indicated above;
iv) the information was previously and independently produced by the Receiving Party.
10. Prohibition to assign the Software
The Licensee is not entitled to transfer, assign in whole or in part the Contract and/or Software license, in any form to any third party. If the Licensee intends to sell and/or transfer any hardware – on which the Software is installed – to a third party, it must remove the Software in advance. All components of the Software are provided as part of a package and may not be separated from it or used or distributed as stand-alone applications.
Any demo of the Software provided by UFirst for promotional and/or evaluation purposes may only be used for such purposes and may not be sub-licensed or transferred to a third party for any reason.
Any copy of the Software provided by UFirst for diagnostic and/or restoration or repair purposes may only be used for such purposes and may not be sub-licensed or transferred to a third party for any reason.
11. Term
This License shall remain valid in full force and effect for the term set forth in the Offer. UFirst shall be entitled to terminate the Contract for cause at any time and without any notice to the Licensee in the event it believes on reasonable grounds Licensee has failed to comply with any term and/or condition of the License. Upon termination of the Agreement, the Licensee must immediately stop using the Software and must destroy and permanently delete all copies of the Software, including total and/or partial backups from its systems.
It is understood that Articles 2 (Software License: Rights to use the Software), 6 (Warranty), 7 (Proper Use of the Software), 8 (UFirst Intellectual Property Rights and Non-Competition Obligation. References), 9 (Confidential Information), 10 (Prohibition to assign the Software), 13 (Effects of Termination of the Agreement), 17 (Applicable Law and Exclusive Jurisdiction) and 18 (Entire Agreement) of these General Terms and Conditions shall survive the expiration and/or termination for any reason of the Contract.
12. Termination
Unless otherwise specified in these General Terms and Conditions, pursuant to article 1456 of the Italian Civil Code, UFirst shall have the right to immediately terminate the Contract by providing a written notification to the Licensee, without prejudice to compensation for damages, if the Licensee fails to fulfil, in whole or in part, the obligations under these General Terms and Conditions and the Contract. In addition to the above, the Contract shall be deemed automatically terminated, upon termination notice by Ufirst without obligation upon Ufirst to provide time for remedy Licensee’s breach, if the Licensee fails to fulfil any of its obligations in whole or in part, under Article 2 (Software License: rights to use the Software), Article 4 (License and payment), Article 7 (Licensee’s obligation of correct use of the Software), Article 8 (Intellectual property rights and Non-Competition Obligation. Business references), Article 9 (Confidential Information), Article 10 (Prohibition to assign the Software), Article 19 (Processing of Personal Data and Privacy). Termination shall be effective from the date of receipt by the Licensee of such termination notice.
Furthermore the Contract shall also be terminated according to article 1353 of the Italian Civil Code, by notice in writing by Ufirst should Licensee be affected by any insolvency events, insolvency proceedings (bankruptcy, extraordinary administration, creditor’s arrangements,etc.), seizures, foreclosures, death or incapacity, civil or criminal convictions of the Licensee (or its mother company) as well as in case of transfer of business by the Licensee or change in the corporate structure of the Licensee or its ultimate parent company, without prior written consent by UFirst. Licensee undertakes, to the extent possible, to promptly inform UFirst of the likelihood of occurrence of any of the abovementioned events.
13. Operational effects of termination
The termination of the Contract for any reason whatsoever shall cause Licensee to immediately cease using the Software, the Trademark and the Documentation. Licensee shall also return, destroy and/or delete all originals and any backup copies of the Software, without delay and at the latest 36 hours after termination. in any case, UFirst is expressly entitled to immediately disable the Software preventing the use, also via remote access, upon termination.
14. Complaints and correspondence
Any communications related to the Contract and/ or complaints by the Licensee, if any, must be sent in writing to:
U-First S.r.l., Via Giovanni Amendola 46, 00185 Roma PEC: ufirstsrl@legalmail.it, to the attention of the Chief Executive Officer. Any pre-claims and/or requests for assistance may be sent in writing to the attention of the Chief Financial Officer at finance@ufirst.com.
All notices required or permitted hereunder shall be in writing and shall be addressed to the appropriate Party as set forth in the Contract, or, if not indicated, to the registered office of the Parties. Any change of address of a Party must be promptly communicated to the other Party.
15. Taxes
Each Party shall pay its own taxes, duties, and administrative fees and other charges payable by it in accordance with applicable regulations from time to time.
16. Software Changes and Updates – Updates and New Features
Software modifications and updates
UFirst reserves the right to introduce also during the term of the Contract, any changes to the Software which, without altering its essential characteristics and safety requirements, may, in the reasonable opinion of UFirst, be necessary and/or appropriate in order to achieve better performance and updates or better analytics.
Upgrades and New Features
The licence of any Additional Services that involve the implementation of new software and/or an updated version of the Software with additional functionalities, shall be subject to a specific agreement signed by both Parties (or by an addendum to the Contract or specified in the Offer) in relation to, in inter alia, the price and payment terms, time of delivery of the new functionality and other material terms.
17. Applicable law and exclusive jurisdiction
The Contract is governed by Italian law.
The Parties undertake to settle amicably any disputes that may arise between them during the performance of the Contract within 15 (fifteen) business days from the notice of one Party to the other Party, through escalation to senior management of both parties.
Should the amicable settlement fail, all disputes between UFirst and the Licensee deriving from or related to the interpretation or performance of the Offer or the Contract shall fall under the exclusive jurisdiction of the courts in Rome.
18. Entire Agreement
The Contract which these General Terms and Conditions constitute the entire agreement (Agreement) between the Parties in relation to the licence of the Software and replace and supersedes any prior agreement, understanding and / or express intention between the parties having the same subject matter. Any amendment and/or modification of the Contract shall remain ineffective unless executed in writing between the Parties.
19. Processing of personal data and privacy
Le Parti si danno reciprocamente atto che, ai fini dell’esecuzione del Contratto, non saranno poste in essere operazioni di trattamento che coinvolgono dati personali (sul punto richiamandosi la definizione di cui all’art. 4, par. 1, n. 1 del Regolamento UE 679/2016 “GDPR”).
In ogni caso, qualora nel corso dell’esecuzione del Contratto le Parti dovessero effettuare il trattamento di dati personali relativi a persone fisiche, le stesse svolgeranno tale trattamento in qualità di autonomi titolari ai sensi dell’art. 4, par. 1, n. 7 GDPR, per il perseguimento delle finalità connesse e strumentali all’esecuzione del Contratto ovvero per dare esecuzione agli obblighi previsti dalla legge. Sul punto le parti si impegnano ad osservare quanto previsto dal GDPR, dalla normativa privacy nazionale vigente, nonché dai successivi provvedimenti in materia.
Qualora nell’esecuzione del Contratto le Parti si trovassero nella condizione di affidare in parte e/o in toto attività di trattamento di dati personali di propria titolarità, entrambe s’impegnano a sottoscrivere un separato accordo scritto volto a formalizzare la nomina a responsabile del trattamento della parte affidataria, al fine di procedere ad una corretta gestione delle attività di trattamento di dati personali così come previsto dall’articolo 28 GDPR.