2. Terms and conditions of use of itmCLOUD services
Service Level Agreement: this document contains the requirements relating to the level and to the quality applicable to the service itmSUITE that itmSUITE will give to the CLIENT.
ADMINISTRATOR: person that the CLIENT designates in the purchase order for use, in the field of supply of itmSUITE services, of itmSUITE services, object of the contract under the scheme SaaS. To the Owner is assigned an administrative user to configure the USERS.
CLIENT: the client is a person or a legal entity that signs a contract for the provision of services itmCLOUD and of licencse for the use of itmCLOUD software used.
itmSUITE: itmSUITE srl, the company that has developed and delivers itmSUITE services and the application suite itmSUITE that with them is available in SaaS mode.
User Manual: manual that explains in detail how to use the functions of software itmSUITE.
MODULES: all the options of type module, the group of cunctionality of itmSUITE software object of the contract, wich can be purchased in the field of the offer of itmCLOUD services.
Purchase Order: the set of documents that the costumer must complete and sign because the procedure of conclusion of the contract; it contains the confirmation of the commercial offer performed by itmSUITE to the CLIEN, the terms and the conditions of services itmCLOUD properly signed and the Service Level Agreement.
Platform itmCLOUD: informatic platform managed by itmSUITE, consisting of various hardware and software (including, among others, the software itmSUITE object of contract), communicationsand services provided by itmSUITE or by third-party suppliers of itmSUITE, accessible from internet, and that will memorize the informations and the data of the costumer.
Minimum system requirements: the minumum requirements that must satisfy the devices of USERS to access to itmCLOUD services. The minimu requirements are documented in the Purchase Order but they may evolve in time. itmSUITE will communicate these new requirements to the ADMINISTRATOR through e-mail.
Password of ADMINISTRATIR for the services itmCLOUD: identification key that the Owner chooses during the registration process or initially assigned by itmSUITE; the key is personal, changeable and not transferable.
Software itmSUITE object of Contract: programs or applications owned by itmSUITE, of which the CLIENT benefits adhering to the services itmCLOUD, and in respect of which the CLIENT sign a license agreement for the use corresponding in the field of itmCLOUD services provided by itmSUITE.
SaaS: Software as a Service.
Services itmCLOUD: services which itmSUITE provides to the CLIENT through the itmCLOUD platform in relationship to the software itmSUITE object of the contract.
USERS: persons designated by the ADMINISTRATOR that are authorized under the sole responsibility of the CUSTOMER, for use in the provision of services itmCLOUD, software itmSUITE® object of the contract under the scheme SaaS.
2. Terms and conditions of use of services itmCLOUD
1. Field of application of Terms and Conditions
These terms and conditions have the purpose to define the terms and conditions in accordance with which itmSUITE will provide the services itmCLOUD to the costumer. Specifically, in order to provide in a proprer way the services itmCLOUD, is stipulated as follows:
- Remote access and remote use by the CLIENT of software itmSUITE object of contract, that is an integral part and it's located in the Platform itmCLOUD, of itmSUITE or of third-parts subcontractors, wich act as service providers on behalf of itmSUITE.
- The temporary concession in favor of the CLIENT of the corresponding license to use the software itmSUITE object of contract.
2. Procedure of signing of contract for the forniture of itmCLOUD services and the use license corresponding of software itmSUITE object of contract.
- The Purchase Order will indicate, among other things, depending on case, (i) MODULES of wich is authorized the use, (ii) number of USERS authorized to use the software itmSUITE object of the contract under the scheme SaaS, in the field of provision of services itmCLOUD; and (iii) a contact person in charge of billing and contractual issues with itmSUITE and the name of ADMINISTRATOR.
- The completion of the procedure of conclusion of the contract will be subjetc to (i) verification of the contents of Purchase Order by itmSUITE and to (ii) notify to the CLIENT of the compliance policy of itmSUITE. Therefore the contract is not considered complete until the time itmSUITE will not send to the CLIENT the confirmation of Purchase Order.
- After signing the contract, the credentials of ADMINISTRATOR for the services itmCLOUD allow the configuration and the activation of USERS.
3. License to use the Software itmSUITE object of the contract.
- itmSUITE give to the CLIENT a licence non-stransferable and not exclusive for the use of software itmSUITE object of the contract, only in accordance with the terms and conditions of "Terms and Conditions", Order Purchase, User Manual and any other documentations applicable, both in hard copy, disc, read-only memory in the computer or in any other type of applicable support.
- The use of the software itmSUITE object of the contract will be granted only to he Users with an user-name and a password for services itmCLOUD and it depends from the number ot USERS and MODULES that the CLIENT has indicated in the Purchase Order.
- The CLIENT will refrain from making copies, disclose or allow acces to third parts to the softwer object of itmSUITE contract; the CLIENT will not allow the use to nobody, except to the USERS created under his responsibility or wich acti outside the limits outlined here; He'll not allow the use in a greater number of those dismessed and indicated in the Purchase Order and the CLIENT is responsible of the correct compliance with the terms and limitations of his license on the part of such person.
- The rights granted to the Client, in accordance with the provisions of these Terms and Conditions shall extend to any upgrade or update replaces and / or supplements the software itmSUITE object of the contract, unless the renovation or the new version include the terms and conditions of their .
4. itmSUITE software intellectual property covered by the contract
- The software itmSUITE object of the contract was created by itmSUITE, that will retain all intellectual property, industrial rights or any other rights of ownership to the software itmSUITE object of the contract, that shall not be subject to further modification, copy, alteration, reproduction , adaptation or translation by the CUSTOMER.
- Structure, features, codes, mode of operation, the computing devices and development tools, know-how, methodologies, processes, technologies or algorithms of the software itmSUITE are the property of itmSUITE or its suppliers, and in the latter case have been licensed or assigned to the same and are protected by Italian and international laws on intellectual and industrial property, and shall not be subject to further modification, copy, alteration, reproduction, adaptation or translation the CUSTOMER.
- In addition, al user manuals, texts, drawings, databases, audio or video media that are related or integrate the software itmSUITE covered by the contract (here in after named as "Associated Materials") are property of itmSUITE or of the content providers and they can't be subject of modification, copy, alteration, reproduction, adaptation or translation by the CLIENT.
- The availability to the CLIENT of the software itmSUITE object of the contract and of Associated Materials doesn't imply, in any case, the assignment of the name or the concession of an easement in favour of the costumer, except those indicated in these "Terms and Conditions" and in the Purchase Order.
- Therefore, the use by the CLIENT of the software itmSUITE object of the contract or the Associated Materials, without the permission of itmSUITE, is strictly prohibited, including abuse, reproduction, disclosure, processing, distribution, transmission with any means, further publication, exhibition, public disclosure or total or partial, if they occur, will be considered violations of the rights of intellectual or industrial property of itmSUITE and will be punished by applicable law.
5. Scheme for the provision of the Services itmCLOUD.
- itmSUITE provide the services itmCLOUD directly, by their own ways or with the help of a third party. Specifically itmSUITE may subcontract all or part of the platform itmCLOUD to companies specializing in the field.
- In any case, the subcontracting of services itmCLOUD by itmSUITE will be in full compliance with the provisions of the law on protection of personal data and therefore in accordance with the provisions of clause 11.2.4 of the following rules.
- The Annex "Service Levels 1.3" or later versions, includes the Service Level Agreement, which contains requirements relating to the level and quality applicable to services itmCLOUD. Compared Service Level Agreement, itmSUITE is committed to doing everything in its power to ensure compliance, assuming full compliance with the CUSTOMER to: (i) the provisions of clause 6 below regarding the technical specifications and, in general (ii) to all remaining obligations under these Terms and Conditions. On the basis of the above clause 2.1, the CUSTOMER shall appoint two names to contact in the Purchase Order, one responsible for the contracting and coordination of relations with itmSUITE and the other in charge of Technical matters.
6. Technical specifications and User Manual
- The website itmSUITE (www.itmsuite.eu) includes the technical specifications which the networks, devices and terminals of the CLIENT must follows to use the software itmSUITE object of the contract. If the networks devices, and terminals if the CLIENT aren't in line with the technical specifications, the CLIENT must refrain from using the software itmSUITE object of the contract.
- It should be noted that each of the MODULES that the CUSTOMER may select as software itmSUITE object of the contract has a specific User Manual that the CUSTOMER may be downloaded from a special reserved area of the site ITMSUITE. The User's Manual describes in detail the specific operation and the instructions for use of the base.
- The CLIENT declares to be updated and aware of the contents of the User Manual corresponding to each of the MODULES selected as "Software itmSUITE covered by the contract".
- itmSUITE doesn't assume any responsibilities that may arise from any use by costumer not conform to the user manual or if the networks, devices and terminals of the COSTUMER don't comply with the technical specifications.
- Upon notification by itmSUITE, the CUSTOMER must disconnect its networks, devices or terminals itmSUITE platform where, according itmSUITE, those networks, devices or terminals have caused or may cause malfunctions, interruptions, errors or defects in the itmCLOUD platform.
- The platform itmCLOUD and the software itmSUITE covered by the contract will be accessible only for users that have been registered by the ADMINISTRATOR, under the exclusive control and responsibility of the Users. That is intended only for limited number of users and / or modules specified by the CUSTOMER in the Purchase Order.
- The CUSTOMER may use the platform itmCLOUD and the software itmSUITE object of the contract only in accordance with the purposes set out in these Terms and Conditions. For information purposes, and without limitation, the CUSTOMER is expressly forbidden to use the software and platform itmCLOUD itmSUITE covered by the contract for the following purposes:
- Abuse, reproduction, transmission, transformation, distribution, transmission by any media, further publication, exhibition, public disclosure or representation total or partial of the software itmSUITE object of the contract.
- (ii) To allow persons other than the users to use the services itmCLOUD or access to the platform and the software itmCLOUD itmSUITE object of the contract, in accordance with the provisions of clause 2 above and the number of users specified in the Purchase Order.
- Perform any kind of operation that may result in modifications, adjustments, damage or changes to the platform itmCLOUD.
- Process information or data deemed illegal, offensive, slanderous, abusive, defamatory, racist, xenophobic, obscene, threatening or discriminatory.
- Process information or data that contain viruses, Trojan horses or other items that could cause damage or changes to the platform itmCLOUD.
- Some software mode itmSUITE subject of the contract may allow the CUSTOMER to participate in the forum and / or share information with itmSUITE or other customers who have signed a contract for the supply of services itmCLOUD. In relation to the above stated, the CUSTOMER agrees not to transmit, disseminate or make available to others CUSTOMER or any third party information, messages, graphics, sound files and / or images, recordings, software and, in general, any kind of material, data or content (hereinafter "content") that:
- Induce, incite or promote criminal, humiliating, defamatory, seditious or violent actions, or actions that, in general, are contrary to law, public morality, common propriety, generally accepted uses or public order.
- Induce, incite or promote discriminatory actions, attitudes or ideas on the basis of sex, race, religion, beliefs, age or social status.
- Criminal message, violent, pornographic, degrading or that, in general, are contrary to law, public morality, common propriety, uses ary to law, public morality, common propriety, a generally accepted uses or public order.generalmente accepted or public order.
- Are protected by rights of intellectual or industrial property belonging to third parties, except in the event that the CUSTOMER has previously obtained the necessary authorization for use by the holders of these rights.
- Are considered illegal, deceptive or unfair and, in general, represent unfair competition.
- Where their characteristics (size, extension, etc..) Cause problems in the normal functioning of the platform itmCLOUD or services itmCLOUD.
- The CUSTOMER is liable for any damage economic or other nature that itmSUITE or other customers may suffer in consequence of a default by the Customer, any of the obligations relating to the Content, and raise itmSUITE from any possible claim that could be raised in this regard, agreeing to pay it should pay itmSUITE.
- To verify compliance with the provisions of the CUSTOMER of these Terms and Conditions and to ensure the security and proper use of the platform itmCLOUD, itmSUITE reserves the right to monitor the use by Users of the platform and the software itmCLOUD itmSUITE object of the contract .
8. Price and Payment
The Purchase Order shall specify in detail the price and terms of payment applicable for the services itmCLOUD and the right to use the software itmSUITE object of the contract granted to the Client in accordance with the provisions of these Terms and Conditions.
9. Responsibility of itmSUITE for the provision of services itmCLOUD
- The responsibility of itmSUITE regarding the obligation to provide the services itmCLOUD assumed in this document will be subject to the following limitations:
- The responsibility of itmSUITE related to the concepts deriving from the provision of the services itmCLOUD, including the license to use the software itmSUITE object of the contract, shall not exceed the amount equivalent to the price agreed in the Purchase Order. The CUSTOMER shall not in any case claim any compensation by itmSUITE for the damage that could be identified as derived damages, loss of revenue, loss of business opportunity, loss of business reputation or claims by third parties against the CUSTOMER (even in the case where such third parties are public entities or their customers) or any similar damage.
- With regard to non-compliance occurred during the execution of the functions or services, in accordance with the provisions of Clause 5.1, have been provided by third parties subcontracted by itmSUITE, the responsibility of itmSUITE not exceed, in general, the total amount that itmSUITE, in accordance with the contracts signed in each specific circumstance, you may receive for its non-compliance by the third party responsible for the outsourced service provision affected by such non-compliance.
10. Warranty on Software itmSUITE the Contract
- Specifically, the CLIENT agrees that the software itmSUITE object of the contract is provided on an "as is"; itmSUITE does not warrant that the functions contained will meet the needs of the CLIENT on the fact that the software itmSUITE will operate without interruption or error.
- The CLIENT agrees that the software itmSUITE object of the contract is a working tool that complements but does not replace human labor.
- To use the license on the software itmSUITE the CUSTOMER shall, at any time, comply with the following requirements:
- use the software itmSUITE object of the contract in accordance with the rules of the User Manual.
- have a computing device in good condition that meets the minimum requirements to access services itmCLOUD;
- control access to the software itmSUITE in order to prevent use by unauthorized persons or non-expert;
- Do not allow installation of viruses and defective devices with which the user accesses the services itmCLOUD;
- Take any other reasonable preventive measure.
- itmSUITE shall in no event be liable for operation errors or damages caused by CLIENT breach of his obligations under the aforementioned clause 10.3 or any other obligation under the provisions of these Terms and Conditions.
- itmSUITE will not be liable for any damage that may be defined as loss of revenue, loss of business opportunity, loss of business reputation.
- The CUSTOMER shall not in any case apply for compensation for damage caused by reasons beyond the control of itmSUITE, specifically but not limited to, interruption or failure
- to the electricity supply systems;
- to the telecommunications network;
- to the interconnection elements; and (iv) to the devices and terminals of the CUSTOMER.
- The responsibility of itmSUITE for damages directly attributable to the use of the software itmSUITE object of the contract shall in no event exceed the amount actually received by itmSUITE as consideration for the provision of the license to use the software itmSUITE object of the contract.
11. Protection of personal data
- With regard to the personal data that the CLIENT could provide to itmSUITE in the Purchase Order, the following provisions shall apply:
- If the CUSTOMER does not provide the personal information requested, or do it in an incomplete, itmSUITE could not accept the request for the contract.
- The CUSTOMER must inform itmSUITE of any changes to their personal data, so that the information contained in the archives of itmSUITE are up to date and free of errors.
- The CUSTOMER authorizes itmSUITE to share their data with affiliated companies of the group iGROUP - Innovative Group (www.innovativegroup.eu). Such consent may be withdrawn at any time without retroactive effect.
- In addition, with this document, the CUSTOMER is informed of the first communication of data to the companies of the Group itmSUITE.
- itmSUITE announces that it has implemented the technical security measures and organizational measures to ensure the security of personal data and avoid its alteration, loss, processing and / or unauthorized access, taking into account the level of technology, the nature of the data stored and the risks to which they are exposed, whether from human action or from nature.
- During the process of service delivery itmCLOUD indicated in these Terms and Conditions, itmSUITE may, in exceptional cases, request access to, for reasons of maintenance or safety to the personal data of the Client. In this case, the following provisions apply:
- itmSUITE and the CLIENT always adhere properly to the provisions contained in the legislation on data protection applicable in relation to the information and data managed during the provision of services under this Agreement.
- Specifically, itmSUITE agrees to treat the data in accordance with the instructions of the CUSTOMER, and not to apply them or use them for purposes other than the provision of services under these Terms and Conditions; further agrees not to disclose to third parties because neither are safeguarded. After the delivery of the services is completed, personal data, such as any supporting material or documents that include personal data used during the provision of services, must be destroyed or returned to the Customer, unless itmSUITE is legally bound to conservation of the same; in this case, itmSUITE will keep them only for the period required.
- The CLIENT also fulfill the obligations contained in the provisions on the protection of personal data within the meaning of which is responsible for the records containing such data, including the legal obligations than compromise and respect the competent authorities in the field of data protection or to 'competent authority replacement.
- Compared with the provisions of Clause 5.1 of these Terms and Conditions, the CUSTOMER expressly agrees that itmSUITE can effectively contract and subcontract to outside companies in order to provide certain services that require itmSUITE itmCLOUD to provide the services to the Client. Since the provision of such services may require, in exceptional circumstances, the processing of personal data of the Customer, in the contract signed between itmSUITE and subcontracted third parties in relation to the processing of personal data, it is understood that itmSUITE acting on behalf of the CUSTOMER .
12. Adjustments or new versions of the Software itmSUITE object of the Contract
itmSUITE could adjust or release new versions of the Software itmSUITE subject matter. If called as a result of adjustments or new versions of the software itmSUITE, itmSUITE deems it necessary to make changes to these Terms and Conditions, the same shall notify the User with the new Terms and Conditions, the latter will have to accept within the time limits specified in its communication. If the User does not agree to the new terms and conditions, it is believed that the license is included in the same resolved.
The Client expressly agrees that User itmSUITE can communicate any updates or patches of devices with which the Client accesses the services itmCLOUD that may be necessary for the proper operation or maintenance of the software itmSUITE through notifications or alerts visible to users themselves. The CUSTOMER shall not in any case claim any compensation in itmSUITE for damage resulting from incorrect use of the software itmSUITE due to non-installation by the CUSTOMER of these updates or patches.
13. Duration and revocation of the Services itmCLOUD and license
- The contractual relationship governed by these Terms and Conditions shall be valid from the moment in which itmSUITE will activate the services itmCLOUD fot the period provided for the Purchase Order. It will be automatically renewed unless cancellation to be notified in the manner provided in purchase order.
- The contractual relationship governed by these Terms and Conditions will be resolved by any of the following reasons:
- The expiration of the term of the initial contract period or any related extensions.
- In any time by mutual agreement of the parties
- With recission of the contract by itmSUITE due to the failure of the CLIENT to one of its contractual obligations, as specified in these Terms and Conditions or in the Purchase Order, in derogation to the right of itmSUITE to decide whether to continue the contractual relationship and require to the CUSTOMER the full compliance with its obligations, but require, in each of these cases, that the same remedy to the damage caused by that breach.
- The CUSTOMER agrees to remove or uninstall the software itmSUITE covered by the contract from their computing devices within a maximum period of fifteen (15) days following the termination of the license for the software itmSUITE object of the contract, as well as any copies, material support or associated documentation.
14. CLIENT's responsibility fro the actions of USERS.
The CLIENT guarantee that the users who use the software itmSUITE object of the contract in the field of services itmCLOUD know, accept, assume and comply the obligations under these Terms and Conditions, Purchase Order or any ther documentation applicable to the provision of the Services itmCLOUD and assumes all liability for any breach of the user to any of these obbligations.
15. Force majeure
The parties will not be considered responsible for the obligations set out in these Terms and Conditions where such failure is due to causes beyond the control of the defaulting party, including, but not limited to, the following situations: fire, flood, strikes, labor disputes or social unrest, shortages or unavailability of fuel or power supply, unavailability of or abnormal operation of communication networks, accidents, war (declared or not), trade embargoes, blockades, riots or insurrections.
16. Prevalence of clauses
If any provision of these Terms and Conditions is declared, wholly or partly, void or invalid, the invalidity or validity only affect that provision or the void section, and the remaining Terms and Conditions shall continue in full force and effect . The interested provision, or part thereof, will be considered separately from the rest of the contract. Therefore, these Terms and Conditions shall be deemed invalid solely in relation to the provision of nowhere and no part or provision of these Terms and Conditions will be canceled, voided, damaged or affected by the decision taken in this regard, except that this provision is essential to the purposes of these Terms and Conditions and any significant modification on the integrity of the same.
17. Applicable legislation
Any dispute arising from the interpretation or application of these Terms and Conditions, any changes and inconsistencies of the same, shall be governed by Italian law.
To resolve any disputes concerning the provisions of these Terms and Conditions or their application the CUSTOMER and itmSUITE submit expressly such disputes, after an attempted resolution of the jurisdiction of the Court of Monza, renouncing any other jurisdiction which can be adapted.