General License Terms and Conditions for the "Veterly" Platform
VERSION OF 12/05/2022
1. PREMISES AND DEFINITIONS
1.1 These general license terms and conditions (hereinafter, together with the documents attached hereto, which form an integral and substantial part thereof, also the "General Conditions") govern the terms and conditions of use under which Bake Two S.r.l., with registered office in Milan, via Carlo Farini n. 5, tax code, VAT number, and registration number with the Register of Companies of Milan Monza Brianza Lodi 1179090096 (hereinafter also the "Company") grants a temporary, non-exclusive, non-transferable, non-sublicensable, and revocable license to the Client for the use of the software solution named "Veterly" (hereinafter, the "Platform") hosted on the Company's technological infrastructure, which the Client may access via the website https://web.Veterly.com/ (hereinafter, the "Site") or by downloading the mobile application "Veterly" available in iOS and Android environments (hereinafter, the "App") to benefit from the functionalities and services of the Platform detailed in the Order (hereinafter, the "Services"), against payment to the Company of the fees indicated in the Order itself.
1.2 Hereinafter, the expression the "Contract" shall mean these General Conditions, including all the terms and conditions of the license for use contained herein, including the premises, the Order, and any other orders signed between the Parties, as well as any modification and/or annex that is added or may be added to complete or modify the Contract itself.
1.3 The premises and any annexes constitute an integral and substantial part of the Contract.
1.4 In the event of discrepancy or conflict between the provisions of these General Conditions and the provisions of the Order (or subsequent Orders signed between the Parties) or other annexes, the following order of precedence shall apply: (1) each Order signed between the Parties; (2) General Conditions; (3) any other annexes.
1.5 The Company reserves the right to modify these General Conditions at any time and at its sole discretion, publishing a new version thereof on the Site and the App. In such case, the Client will be asked to accept the new conditions to continue using the Platform. It shall be the Client's responsibility to check the terms and conditions applied and periodically verify any updates made. The Client acknowledges and accepts that, should they not accept the new version of the General Conditions, the Company may terminate their use of the Platform.
1.6 The Company has developed the Platform as a Software as a Service operating in the cloud, i.e., without the need for installation on PCs or other devices, which utilizes artificial intelligence to organize the relationship between Condominium Administrators, the owners of the real estate units, and the service providers for ordinary and extraordinary maintenance of the buildings, and allows condominium administrators to simplify and make more efficient the relationship with the respective Managed Condominiums, also with the possibility of offering certain services directly online.
1.7 To request and purchase the Services, the Client must be of legal age (18 years) and have the capacity to act, which the Client declares to possess.
1.8 Any expenses for the Internet connection to the Site and/or the App, including telephone charges, according to the rates applied by the operator selected by the Client and/or User themselves, shall be the sole responsibility of the Client and/or each User.
1.9 In addition to the definitions present in other parts of the General Conditions, the terms and expressions listed below, when capitalized, shall have the meaning attributed to them in this paragraph:
"Updates and Developments": means all updates, supplements, adaptations, developments, improvements, and modifications in general made by the Company to the Platform;
"Client": means the Condominium Administrator indicated in the Order as the requester and user of the Platform;
"Fees": means the sums, indicated in the Order, that the Client will pay to the Company for the provision of the Services;
"Access Credentials": means the authentication system through which it is possible to access and use the Platform to benefit from the Services, including identification codes and access keys provided by the Company to the Client via the link during registration and associated with each user;
"License": indicates the non-exclusive, non-transferable, non-sublicensable, temporary "SaaS" license for use of the Platform, limited to the maximum number of users indicated in the Order (where more than one user is available for the type of subscription selected by the Client), granted for the sole purpose of allowing the Client to benefit from the Services indicated in the Order;
"Services": indicates the various services offered by the Company, governed in their respective terms and conditions, including the License of the Platform;
"Order": means the form, in electronic format, completed and accepted online by the Client, containing certain terms and conditions specifically applicable to the Services indicated in the said Order. It is understood that, unless otherwise agreed between the Parties, in case of discrepancy between the terms and conditions indicated in the Order and these General Conditions, the provisions of the Order shall prevail;
"User Account": means the profile created by the User according to the procedure described below based on the Access Credentials;
"User": means each employee/collaborator of the Client, authorized by the latter to use the Access Credentials to access and use the Platform to benefit from the Services, where permitted based on the type of subscription selected;
"Parties": means, jointly, the Company and the Client.
2. REGISTRATION ON THE PLATFORM – FINALIZATION OF THE SUBSCRIPTION PURCHASE
2.1 To use the services of the Platform, registration of a User Account by the Client is required, which can be done online by accessing the Site or by downloading the App. The Client must then verify the technical requirements necessary to use the Platform on their devices, follow the instructions, and fill in the required fields in the registration form, namely name, surname, email address, and choosing a password.
2.2 The Client must complete the registration process on the Platform by creating their profile (name, address(es) of the office(s), tax code/VAT number, email address, telephone number) and, if interested in obtaining more services and functionalities than those included in the free "Start" profile, may select one of the paid annual subscriptions among those available, the specific terms and conditions of which are detailed at the following link https://veterly.it/ and which the Client declares to have fully understood. Paid subscriptions are structured on 2 (two) different levels that guarantee the Client access to numerous App functionalities that increase based on the subscription level. Subsequently, the Client will view a summary of the order to be executed, the contents of which they may modify: then, the Client, after careful reading, must expressly approve these General Conditions by checking the appropriate check-box present on the Site and/or the App and finally, through the "Go to payment" button, the Client will be asked to confirm their order, which will thus be definitively sent to the Company and will produce the effects described in the subsequent Article 2.8. The Client will also be asked to choose the payment method from those available and register it on the Platform; the payment method registered by the Client will be the one used for the payments of the fees due to Veterly in consideration of the Services purchased and used by the Client. The data relating to the payment method selected by the Client will be communicated via a secure connection. For accounting and administrative needs, the Company reserves the right to verify the details indicated by the Client. Once registration is complete, the Client will receive, at the email address indicated during registration, a confirmation email and will be able to access their profile. The Client undertakes to provide an email address for which they guarantee they have legitimate use and to which they declare they have regular access, and also undertakes to promptly update their email address registered on the Site in case of changes. The Company also reserves the right to verify, validate, and subject to controls the profile created by the Client and the data provided at the time of registration for the purposes of providing the Services where it has reason to believe that the email addresses provided and/or other data are not valid and/or legitimately used and/or legitimately created.
2.3 The Client may modify the profile created during registration at any time by accessing the "Profile" section.
2.4 The Client undertakes to guard, store, use, and keep the Access Credentials secret with the utmost care and diligence, also to prevent use by unauthorized third parties. The Client is prohibited from transferring, for any reason, the Access Credentials to third parties or allowing access through external authentication systems of the Site and/or the App.
2.5 In this regard, the Client acknowledges and accepts that:
(a) knowledge of the Access Credentials by third parties (or access through external authentication systems) could allow the latter to improperly use the Site and/or the App and/or the Platform and/or the Services;
(b) the Company shall not be liable for damages caused to the Client and/or third parties by the knowledge or use of the Access Credentials (or access through external authentication systems) by third parties, even if due to non-compliance with the prescriptions above;
(c) any activity carried out using the Client's Access Credentials (or access through external authentication systems) will be considered performed by the Client to whom the respective Access Credentials are associated, and the Client will be held responsible for such use.
2.6 The Client undertakes in any case to indemnify and hold the Company harmless from every claim that may be made against it for any reason for violations of the provisions of this Article 2.
2.7 The purchase order transmitted by the Client to the Company through the Site or the App constitutes a contractual proposal and is governed by these General Conditions, which form an integral part of the Order itself and which the Client, by transmitting the Order to the Company, is required to accept fully and without reservation. Before proceeding to complete the registration to use the Platform at the "Start" level and, if selected by the Client, the purchase of a paid subscription by sending the Order, the Client will be asked to carefully read these General Conditions, as well as the functionalities and service levels of the Platform included in the "Start" level and in the type of subscription possibly selected.
2.8 The Client's Order is accepted by the Company by sending to the Client, at the email address declared at the time of registration on the Platform, a confirmation email of the Order itself, which will contain the summary of the order placed, including the detailed indication of the type and price of the subscription, as well as the text of these General Conditions in .pdf format attached to the same email.
2.9 Each purchase contract for the Products is understood to be concluded at the moment the Client receives the order confirmation from the Company via email.
3. USE OF THE PLATFORM AND BENEFIT FROM SERVICES
3.1 The Client has the possibility to use the Platform and the Services exclusively for personal use, in the ways expressly indicated in this Contract and in compliance with legal regulations. In doing so, the Client must adhere to any technical limitation of the Platform and the Services and the intended methods of use. By way of example and not limitation, the Client may not:
(a) circumvent technical limitations present in the Platform, sell, rent, transfer, license, distribute, modify, decompile, or reverse engineer the Platform and/or the Services, nor attempt to trace the source code of the Platform and/or the Site and/or the App or create derivative works based on the Platform and/or the Site and/or the App;
(b) publish the Platform to allow duplication by others;
(c) publish false, inaccurate, misleading, defamatory, or slanderous data and/or information (pertaining to natural or legal persons);
(d) create fictitious profiles or double or multiple profiles;
(e) use the Platform and/or the Services for purposes in conflict with these General Conditions and/or legal regulations.
Failure to comply with this provision will result in the termination of the relationship with the consequent interruption of access to the Platform.
3.2 The Client acknowledges that to use the Platform and/or benefit from the Services, they must provide themselves with electrical, electronic, or any other kind of equipment, software, telephone and/or network services, and anything else necessary and that, therefore, the Platform and the Services do not include the provision by the Company of tools necessary for access to the Internet. The Client also undertakes to hold the Company harmless from every claim that may be made against the latter for any reason or in any way connected to the unsuitability of the hardware and/or network and/or software systems intended to allow the correct use of the Platform and/or the Services. The Client recognizes that the Internet network is not controlled by the Company and that, due to the peculiar structure of the said network, no public or private entity, and not even the Company, is able to guarantee and monitor the performance and functionality of the network branches and to control the content of information transmitted through its network. For this reason, no responsibility can be attributed to the Company for the transmission or reception of illegal information of any nature or kind.
3.3 The Client acknowledges and accepts that the Platform is licensed "as is" and is characterized by continuously evolving technology; for these reasons, the technical characteristics of the Platform and the terms of the offer may be modified when necessitated by technological evolution and supply and/or organizational needs. The Company may vary technical characteristics, systems, and resources as a result of the normal technological evolution of hardware and software components while guaranteeing the same basic functionalities to the Client.
3.4 By signing this Contract and activating their account through the use of Access Credentials, the Client is considered solely and exclusively responsible for the use of the Platform. The Client recognizes that they are solely responsible for the content entered, present, transmitted, and/or stored on the servers hosting the Platform and undertakes to use the Platform and the Services exclusively for lawful purposes permitted by the legal provisions applicable from time to time, by the rules of diligence, morality, and public order, and in any case, without harming any third-party rights.
3.5 The Company is not required to verify the data and content stored in the virtual infrastructure, unless this becomes necessary to comply with legal provisions, at the request of the Judicial Authority or other competent Authority, or at the specific request of the Client for technical support reasons requested by them, and therefore cannot in any way be held responsible for the nature and characteristics of such data, nor for any errors and/or omissions therein, as well as for any direct and/or indirect damages resulting to the Client and/or third parties from the use of the data itself.
3.6 The Client undertakes to indemnify and hold the Company harmless from any cost, charge, expense, or damage that may be caused to it following actions by third parties, including public authorities, resulting from a violation of the commitments referred to in this article.
3.7 The Client acknowledges and accepts that through the use of the Platform they may benefit exclusively from the Services within the limits of the functionalities and service levels of the "Start" version and, if selected by the Client, of the relative subscription selected and indicated in the Order; therefore, to obtain additional services (where available) and/or greater functionalities and/or service levels, the cost of which will vary depending on the Client's needs, they will be required to contact the Company via the Site and/or the App.
3.8 The Client acknowledges and accepts that the activities provided for by the Company in this Contract are to be understood as obligations of means and not of result; therefore, nothing can be claimed by the Client against the Company for the eventual failure to achieve any objectives in relation to and/or connection with what is subject of the Services.
3.9 The provision of the Platform and/or the availability of the Services does not grant the Client any right of exclusivity. Therefore, the Company may offer the Platform and/or the Services also to third parties and/or competitors of the Client.
3.10 The Platform will also give the Client the possibility to offer their own services (e.g., automation of the privacy collection process, management of extraordinary maintenance requests, sharing of useful documents, etc.) directly from the Site and the App to their managed condo owners, so that the latter can purchase such services online, making the payment of the relative fee through the Platform and, in particular, through the third-party payment system "Stripe", directly to the Client. To this end, the Client must upload their Stripe account information to their Platform account to allow their managed condo owners to perform the said payments. The Client acknowledges and accepts that the Company does not provide the services offered by the Client, nor is it in any way involved in the phase following the contact between the Client and their managed condo owner and/or supplier of the managed condominium; therefore, the Company is in no way involved in the negotiation between the Client and such third parties nor in the eventual provision of services by the Client to said third parties. Consequently, the Company cannot be considered liable for any damage suffered by subjects with whom the Client interacts through the Platform following the provision or the failed or incorrect provision of services by the Client, for which the latter is solely and exclusively responsible, including regarding tax aspects (issuance of the relative tax document), holding the Company harmless and indemnified from any action or claim by the Data Subjects.
4. SUSPENSION AND/OR INTERRUPTION OF THE PLATFORM AND SERVICES
4.1 The Client acknowledges and accepts that the Company may suspend and/or interrupt access to and/or use of the Site and/or the App and/or the Platform and/or the Services to ensure ordinary or extraordinary maintenance work that is appropriate and/or necessary both for the premises hosting the infrastructure and for the servers and/or equipment contained therein. In such cases, the Company undertakes to restore the Site and/or the App and/or the Platform and/or the Services, as the case may be, in the shortest time possible to reduce the inconvenience created for the Client.
4.2 The Company also has the right to suspend and/or interrupt the provision of the Site and/or the App and/or the Platform and/or the Services:
(a) in case of improper use or violations of this Contract by the Client;
(b) in case of failures and/or malfunctions of the network and equipment supplying the Site and/or the App and/or the Platform and/or the Services resulting from accident or force majeure or which involve danger to the network, persons and/or things, as well as in the case of modifications and/or maintenance that are not programmable and/or predictable and are technically indispensable;
(c) where there are motivated reasons of security and/or guarantee of confidentiality;
(d) in case of incorrect or non-compliant use of the Site and/or the App and/or the Platform and/or the Services by the Client or in any case failure of the Client to comply with legal obligations regarding the use of computer services and the internet;
(e) in case of problems with the Site and/or the App and/or the Platform and/or the Services that cannot be remedied without suspending or interrupting them, respectively, informing the Client about the intervention and resolution times for the problems encountered.
4.3 In any case, the Client must communicate to the Company, within 12 (twelve) hours of discovery, via email to info@veterly.com or through the appropriate page of the Site at the link web.Veterly.com, any irregularities or dysfunctions of the Site and/or the App and/or the Platform and/or the Services. Any damages caused by a non-timely communication by the Client will not be attributable to the Company.
5. LIMITATIONS OF LIABILITY
5.1 The Client acknowledges and accepts that the activity performed by the Company within the scope of the Services offered on the Site and the Platform consists exclusively in offering the Client a cloud platform that simplifies the relationship and management between condominium administrators, condo owners, and service providers and craftsmen (electricians, plumbers, gardeners, etc.), as well as representing an "event log" of the condominium. The Client expressly recognizes and accepts that the Company makes no express or implied representations and warranties that the Platform and/or the Services are suitable to meet the Client's needs or that they are error-free. The risk deriving from the use or performance of the Platform, including any lost profit or revenue loss, remains with the Client. Therefore, the Company, regarding the provision of services offered by the Client to their managed condo owners through the Site / Platform, is in no way a contractual party, intermediary and/or implicit and/or indirect party, of the users and/or third parties, with the direct consequence that (i) it has no role in the obligatory and/or contractual relationship (as well as in the related responsibilities) that is established exclusively between the Clients and the managed condo owners and respective suppliers, (ii) it does not perform any control, nor assumes any responsibility regarding the quality, safety, lawfulness, and correctness of the provision of the services offered by the Clients and possibly provided by the latter according to the modalities agreed between the Client and each managed condo owner and/or supplier.
5.2 Notwithstanding the above, the Company cannot also be held liable in any way for:
(a) any loss of goodwill or commercial reputation, of profit, of data, whether configured as direct as well as indirect or consequential;
(b) any loss or damage, direct, indirect, or consequential, that the Client might suffer as a result of (i) any reliance placed on the completeness, correctness, or existence of any content published, respectively, by the Client and/or by the managed condo owners on the Site or through the Platform, (ii) the deletion, corruption, or failure to store any content, as well as data communication, maintained or transmitted, by or through the use of the Services by the Client and/or the users of the Platform, (iii) the failure of each user of the Platform to send accurate information.
5.3 The Client acknowledges and accepts that the Company makes no express or implied representations and warranties that the Platform and/or the Services are suitable to meet the Client's needs or that they are error-free. The risk deriving from the use or performance of the Platform, including any lost profit or revenue loss, remains with the Client.
5.4 The Company declines any responsibility both towards the Client and towards third parties for delays, poor functioning, suspension and/or interruption in the provision of the Platform and/or the Services if caused by:
(a) accident and force majeure, where force majeure means, by way of example and without any limiting intent, lockouts, strikes, absolute lack of means of transport, war, revolt or other military actions, pandemics, epidemics, floods, fires, lightning, explosions, accidents, interruptions of electrical energy, interruptions, malfunctions or overloads of telephone or electronic lines, delays or defaults by third-party suppliers of the Parties or any other event that falls outside the reasonable sphere of control of the Parties and that prevents the full and correct fulfillment of the obligations provided for in the Contract;
(b) malfunction or non-compliance of the hardware and/or software and/or connection equipment with which the Client has provided themselves or in any case those used by them;
(c) use of the Platform and/or the Services by the Client not in compliance with this Contract.
5.5 The Company will not be held responsible for the content, data, and information entered into the Platform by the Client, nor will the Company perform any control over the use of the Platform by the Users.
5.6 Except in cases of willful misconduct or gross negligence, the Company will not be responsible for any damage, loss of profit, loss of data, or any indirect or consequential damage of any kind, however deriving from the use of the Platform.
5.7 In view of the above, the Client hereby declares that they shall have no claim for reimbursement and/or compensation for damages against the Company in the event that the failed and/or incorrect use of the Platform and/or the Services is attributable to the circumstances indicated above.
5.8 Notwithstanding the above provisions, the liability of the Company towards the Client – including for claims possibly made by third parties against the Client – relating to the provision of the Platform and/or the Services referred to in this Contract, is limited to actual loss (danno emergente) and may not in total exceed (for any type of damage) the fee spent by the Client for the Services rendered pursuant to this Contract in the 12 (twelve) months preceding the occurrence of the damage.
6. DURATION – WITHDRAWAL – UNILATERAL CHANGES
6.1 In case of selection of a paid subscription, the Client may use the Platform at that determined service level and with the relative functionalities for the entire duration provided for by the relative subscription signed, as indicated in the Order. At expiration, the Contract and the relative license for use of the Platform will renew automatically for a further similar period, unless cancellation is expressly communicated by the Client to the Company, with at least 24 (twenty-four) hours' notice prior to the relative expiration, through the appropriate page of the Site at the link Veterly.com and/or through the "Contacts" section of the App. In case of cancellation by the Client, the latter will be required to pay the Fee until the end of the subscription period signed, if the relative amount has not already been advanced, without right to any refund. In case of termination of the paid License, the latter will be disabled and the Client may use the Platform exclusively in the "Start" profile version, if available. The Client may request via email from the Company, no later than 30 (thirty) days from the termination of the License, the personal data subject to the Services present on the Platform and, in particular, on their account. The Client acknowledges that after this period it will no longer be possible to recover data entered and/or processed by the Platform and undertakes to promptly obtain a copy thereof in the ways indicated above before the definitive termination of the Contract. The Client hereby releases the Company from any and all liability for the eventual loss or total or partial damage of data and/or information and/or content entered and/or processed by the Client themselves.
6.2 The Company reserves the right to withdraw from the Contract at any time and without obligation of motivation, giving written notice to the Client with at least 30 (thirty) days' notice. After the term indicated above, the Contract shall be understood as terminated and/or finished and the Company may at any time deactivate the Client's account without further notice and refund to the Client the amount of the subscription possibly already paid and relating to the period in which they did not benefit from the Service due to the Company's withdrawal. In any case, every other liability of the Company for the exercise of the right of withdrawal and/or for the failed use of the Platform and/or the Services by the Client or the consequent right of the latter to claim any other refund or indemnity or compensation of any kind and sort is expressly excluded.
6.3 The Client acknowledges and accepts that (a) the Site and/or the App and/or the Platform and/or the Services are characterized by continuously evolving technology; for these reasons the Company reserves the right to perform Updates and Developments and therefore to improve the technical and economic characteristics thereof, of the tools related to them, and to vary the conditions of the Contract at any time, even after its signing, without this giving rise to obligations of any kind for the Client; (b) the Updates and Developments may (i) result in the modification or elimination of some functionalities of the Platform, or (ii) consist in replacements or migrations, even partial, of the Platform and relative Services.
6.4 The Client exempts the Company from any liability connected to any damages deriving from potential Updates and Developments, unless such damages derive from willful misconduct or gross negligence of the Company.
6.5 The Company reserves the right to modify the subscription conditions of each Service, including the fee due for each subscription plan, upon notice to the Client to be sent at least 30 (thirty) days prior to the email address indicated in the Client's profile. The modification will be effective for the Client starting from the subsequent renewal of the subscription plan, it being understood that the Client will remain free not to renew their subscription.
7. FEES AND PAYMENT METHODS
7.1 The Client is required to pay the fees for the use of the Platform and the Services subject of this License, as specified in the Order, in compliance with the terms indicated therein.
7.2 The total or partial failure to pay by the Client of any amount due under this Contract authorizes the Company to suspend the use for the Client of the functionalities relating to the selected subscription level, upon notice to the Client, notwithstanding the obligation of the Client to pay what is due for the service already provided. The reactivation of the subscription and the relative functionalities will occur at the request of the Client and only following the balance of what is due by them.
7.3 The fees indicated in the Site and the App are understood excluding VAT; the relative payment term, unless otherwise indicated in the form, is upon receipt of invoice. In case of late payment of the fees due by the Client under this Contract, interest for late payment will be due by the same to the Company under the terms and conditions of D.Lgs. n. 231/2002 and subsequent amendments.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Client is required to use the Site, the App, the Platform, and the Services in compliance with the intellectual and/or industrial property rights of the Company. The Client accepts and recognizes that the ownership of the Platform, the Site, and the App, including the relative source codes and any Updates and Developments made by the Company, the relative documentation, as well as all economic use rights over them, remain exclusively with the Company. Any material that is subject to intellectual and/or industrial property rights in favor of third parties and that is made available to the Client through the Site and/or the App and/or the Platform and/or the Services shall be used by the Client in compliance with such rights. The Client assumes every responsibility in this regard and undertakes to indemnify and hold the Company harmless from any harmful consequence. The License does not involve the transfer or purchase of any intellectual property rights on the Platform or the Services to the Client.
8.2 The ownership of all rights on trademarks, logos, names, and other distinctive signs however associated with the Site, the App, the Platform, and the Services belongs to the Company, with the consequence that the Client may not in any way use them without the prior written authorization of the Company.
8.3 In the event that the Client violates the industrial or intellectual property rights of the Company, the latter reserves the right to terminate the Contract pursuant to Article 1456 of the Italian Civil Code.
8.4 The Client may display their distinctive sign in their control page and in the pages dedicated to the use of the Platform. For such purposes, the Client grants the Company a license for the use of such signs on the Platform, on a non-exclusive, non-transferable basis, and limited to the duration of the subscription. Furthermore, the Client grants the Company the possibility to mention their name as a client of the Company on the website and in any communications presenting the Company's services, unless otherwise communicated in writing to the Company.
8.5 The Client will maintain exclusive ownership of all data, information, and files entered and uploaded onto the Platform or deriving from its use. It is understood that the Company may use these data for purposes of study, statistics, or improvement of its services and the Platform, even after the termination of the relationship or subscription.
8.6 The Client guarantees that they are not a direct competitor of the Company and that they do not access the Platform with the aim of monitoring its availability, performance, or functionality or for any other monitoring or competitive purpose. Failure to comply with this provision will result in the termination of the relationship with the consequent interruption of access to the Platform pursuant to Article 11.
8.7 The Client is solely responsible for the truthfulness, correctness, and updating of the contents published by them on the Platform as well as all consequences of their publication. The Company declines every responsibility in relation to such contents, their confidentiality, use, publication, and/or dissemination. For the purposes of publishing Client content, the latter represents and warrants that they: (a) possess the permissions, licenses, rights, and/or authorizations necessary to upload the contents onto the Platform; (b) do not publish material subject to third-party proprietary rights without having a license and/or formal prior authorization from the owner; (c) do not publish content harmful to the image of third parties, child pornographic, violent, obscene, racist, defamatory content, or content contrary to morality and public order; (d) do not publish content that violates any of the provisions of these General Conditions; (e) do not publish links to third-party sites that are not strictly related to their activity. The Company does not endorse nor adopt any opinion, judgment, view, notice, and/or recommendation of the Client, expressly declining every responsibility in this regard and formulating every wider reservation of protection of its subjective positions in any seat. It is understood that the Company is not responsible in any way for the content published by the Client on the Platform. The Company will not perform any prior control or vetting of such contents, however reserving the right to remove, at any time and with immediate effect, without notice and at its discretion, contents, expressions, feedback, and opinions, including those subject of reviews, that appear non-compliant and/or expressed in violation of these General Conditions and/or in violation of the rights of the Company and/or third parties.
9. DATA COLLECTED THROUGH THE PLATFORM
9.1 The Company and the Client undertake to comply with EU Regulation no. 679/2016 ("GDPR") in relation to the collection, determination of purposes, and methods of processing of personal data of users within the scope of services provided through the Platform or otherwise connected thereto.
9.2 The Company will process as Data Controller the personal data of the Client for the purposes of registration on the Platform. More details on such processing are available in the privacy policy present on the Site at the link veterly.com/informativa-privacy and on the App.
9.3 With reference, instead, to the processing of personal data of the managed condo owners and suppliers collected during the Client's use of the Platform, the Company will operate exclusively as Data Processor on behalf of the Client, who is the Data Controller. The Client, as Data Controller, shall therefore provide, at their own exclusive care and expense, the information on the processing of personal data pursuant to Art. 13 of the GDPR to the subjects indicated above and any further fulfillment required by the GDPR or any further applicable legislation. The Client expressly acknowledges and accepts that the Company will act as an independent Data Controller in relation to the data of the Platform users (including any condo owners managed by the Client and/or suppliers of the Client) who, by using the services through the Platform, have given express consent to the data processing performed by the Company.
10. DATA PROCESSING MODALITIES
10.1 In order to allow the Client to use the services through the Platform, the Company will process as Data Processor (the "Processor") – also in automated form – the following categories of personal data:
(a) personal details – such as name, surname, address, tax code, email address, telephone number – of the owner of the real estate units and the relative real estate unit;
(b) personal details – such as name, surname, address, tax code, email address, telephone number – of the "service providers."
10.2 The Processor undertakes to:
(a) perform only the processing of personal data necessary to ensure the use of the Platform, except for the possibility of using data in anonymous and aggregated form for study, statistical purposes, or improvement of its services and the Platform. The possibility of processing data by virtue of legal obligation or to comply with orders from competent authorities remains reserved;
(b) adopt adequate security measures to (i) ensure the confidentiality of personal data of which it becomes aware during the use of the Platform as well as (ii) eliminate or, in any case, minimize any risk of destruction or loss, even accidental, of personal data, unauthorized access, or non-permitted or non-compliant processing. The measures shall take into account the state of the art and technical progress, the risks connected to the processed personal data, and their nature. By way of example, the Processor may implement, if necessary, the following measures: (i) pseudonymization and encryption of personal data; (ii) the ability to ensure the confidentiality, integrity, availability, and resilience of systems with which processing is performed; (iii) isolation of Client data from those processed on behalf of other clients; (iv) the possibility of promptly restoring the availability and access to personal data in case of physical or technical incident; (v) periodic verification of the effectiveness of technical and organizational measures to ensure processing security;
(c) assist the Client, as Controller, if requested and after discussion of the relative commitment, in order to (i) follow up on requests for the exercise of the data subject's rights, or (ii) ensure compliance by the Controller with the obligations under Arts. 32-36 of the GDPR, taking into account the nature of the processing and the information available to the Processor;
(d) provide a copy or allow the transfer of data in standard format and without additional costs for the Controller to other platforms, provided the request is made by the Controller in writing via email within 90 days of the end of the relationship, it being understood that the Processor may provide the Controller with support for the realization of the migration, if requested and after discussion of the relative commitment and costs;
(e) make pseudo-anonymized all personal data in its possession after 90 days from the end of the use of the Platform, unless the law provides for the storage of personal data and except for the possibility of continuing to use the data in anonymous and aggregated form;
(f) allow the Controller to exercise their duty of control, providing feedback to their reasonable requests and ensuring the Controller and/or subjects from time to time appointed by them (provided they are not in competition with the Company) the possibility of performing adequate verifications on data processing. It is understood that verifications will initially be performed by the Controller through the collection of information and documentation and that access to the Processor's premises may be made only if strictly necessary for control purposes. In such case, the parties will discuss the timing and methods of control to preserve the continuity of the Company's business, its confidential information, and that of other clients;
(g) identify the persons authorized to process, providing them with adequate instructions and monitoring the correct observance of the instructions given;
(h) promptly inform the Controller of any requests for information or documents from the Supervisory Authority or other competent authorities, providing the necessary assistance;
(i) observe the further and reasonable instructions given from time to time by the Controller, promptly signaling those not acceptable as deemed in violation of privacy legislation.
10.3 The Company will process and store personal data within the EU. Personal data may be transferred to countries outside the EU if requested or authorized by the Controller. In such case, the methods of transfer, the country of destination, the legal basis allowing the transfer, and the security measures to be adopted will be discussed, including mechanisms to ensure an adequate level of protection.
10.4 The Controller grants the Processor a general authorization to make use of sub-processors. The list of sub-processors is available upon request by the Controller.
10.5 The Company will in any case guarantee compliance by sub-processors with the requirements for the protection of personal data in line with what is indicated in this article and in accordance with applicable privacy legislation.
10.6 Should the Processor believe or have reasonable grounds to believe that unlawful processing or collection, access, use, loss, theft, destruction, or unlawful disclosure of personal data through the Platform has been carried out, it undertakes to: (a) inform the Controller promptly, and in any case, within 48 hours of discovery; (b) promptly adopt measures suitable to remedy the violation, providing the Controller with all useful information and the necessary collaboration to initiate a suitable intervention plan to deal with it.
10.7 Similarly, the Controller undertakes to promptly communicate to the Company the detection of unauthorized access, use, or reproduction of Platform data contrary to these General Conditions. The Company will intervene promptly to remedy to the maximum extent possible.
11. EXPRESS TERMINATION CLAUSE
11.1 The Company shall have the right to terminate this Contract, pursuant to and for the effects of Art. 1456 of the Civil Code, with immediate effect and consequent interruption of access to the Platform, in the event of violation by the Client of one or more of the following provisions, notwithstanding in any case the right of the Company to compensation for damages resulting from such default: (a) violation of the intellectual property rights of the Company; (b) violation of copyright and intellectual property rights on the Site and/or the App and/or the Platform and relative Updates and Developments and use thereof for public or commercial purposes; (c) violation of the prohibition of exploitation and prohibited and non-compliant use of the Platform as provided for by these General Conditions; (d) violation of the prohibition of using the Platform for competitive or monitoring purposes; (e) failure to fulfill the obligation of indemnification.
11.2 Notwithstanding the above, the Company has the right to suspend any User Account and therefore prevent and/or interrupt access and use of the Platform Services in case of violation by the Client and/or a User of these General Conditions.
11.3 The Company may also proceed with the removal of illegal, deceptive, or fraudulent content entered by any User into the Platform, it being understood that the Company will not monitor nor have any obligation to monitor the content entered by Users.
12. CONFIDENTIALITY
12.1 Notwithstanding what is otherwise provided in this Contract, the Parties mutually undertake to:
(a) not disclose to the public, nor publish or have published any press release on the existence or content of the Contract without the written consent of the other Party;
(b) adopt all measures intended to ensure adequate protection of information received from the other Party, ensuring the necessary confidentiality regarding their content and in particular:
not transfer, deliver, make available for any reason, or otherwise communicate or disclose for any reason and at any time, the content of such information to third parties;
limit the disclosure of information exclusively to their own personnel and to third parties who need to be made aware of it, in strict dependence on the negotiation and execution of the Contract and to whom explicit instructions will be given by the Party that will keep them individually and previously informed of the confidentiality obligations provided for in the Contract, notwithstanding the responsibility of each Party towards the other in case of eventual default of confidentiality obligations contained in this Article 10 by its personnel;
not copy or reproduce the content of such information in any form without the prior written consent of the Party from which it originates.
12.2 The obligations under the previous Article 12.1 shall never limit or prevent each of the Parties from the use of knowledge inherent to the content of information received from the other Party that has been (i) previously acquired; (ii) independently acquired; (iii) acquired from third parties free from restrictions or limitations on use, or (iv) that is or becomes of public domain without any violation of the Contract.
12.3 The provisions contained in this article shall be effective for a period of 36 (thirty-six) months beyond the term of cessation of the effects of the Contract for any reason.
12.4 The Client guarantees that they are the owner and/or legitimately have disposal of all information (texts, data, news, signs, images, etc.) entered into the Platform and/or during the use of the Services, also ensuring that the latter do not violate in any way, directly or indirectly, any third-party rights and undertakes not to enter data for which they do not have disposal as previously regulated. The Client maintains ownership of the information entered, expressly assuming every wider responsibility, civil and criminal, regarding the content of the cited information and holding the Company harmless from every obligation and/or burden of verification and/or direct and indirect control in this regard.
13. REPRESENTATIONS AND PROVISIONS PURSUANT TO D.LGS. 231/2001
13.1 The Parties mutually acknowledge and declare that they know the content of the regulatory provisions regarding "Administrative liability of legal persons, companies and associations" under D.Lgs. 231 of 2001 and subsequent amendments and additions ("Decree") and, therefore, for the purposes of fulfillments deriving from this Contract, they undertake – for themselves and their collaborators in general, including subcontractors – to operate in absolute conformity with principles of transparency, correctness, and probity, in order to prevent the commission of crimes referred to in the indicated provision.
13.2 The Parties also undertake to have their administrators, employees, and collaborators in general observe and respect, as applicable to them, the rules under the Decree.
13.3 The adoption by one of the Parties of behaviors in violation of the aforementioned provisions and, in any case, not based on principles of transparency, correctness, and probity, will give the other party the right to terminate the Contract, pursuant to and for the effects of Art. 1456 of the Civil Code, without prejudice to the right to claim compensation for damage if the conduct of the counterparty is such as to cause damage.
13.4 Should one of the Parties become aware – directly or indirectly – from an employee or representative of a request for behaviors that could involve a violation of the Decree, they are required to give immediate notice to the other Party.
14. COMMUNICATIONS
14.1 The Client shall provide the Company with the contact details and email addresses to which communications must be made and undertakes to give prompt notification to the Company in case of modification of such information or to modify their profile.
14.2 The Client acknowledges and accepts that the Company may make communications (a) through a notice published on the Site or through the App, (b) via email to the email address indicated by the Client, and (c) by registered letter with return receipt and/or certified email (PEC), to the contact details provided by the same Client to the Company.
14.3 The Client may communicate with the Company at any time via email, or with a registered letter with return receipt or certified email, to the contact details indicated by the Company.
15. FURTHER PROVISIONS
15.1 This Contract cancels and replaces every other previous agreement possibly intervened between the Company and the Client having as its object the License and/or the use of the Services and constitutes the final and integral manifestation of the agreements concluded between the Parties on such object.
15.2 In no case shall any defaults and/or behaviors of the Client differing from the Contract be considered as derogations from the same or tacit acceptance thereof, even if not contested by the Company. Any inertia of the Company in exercising or enforcing any right or clause of the Contract does not constitute a waiver of such rights or clauses.
15.3 Any ineffectiveness and/or invalidity, total or partial, of one or more clauses of the Contract shall not involve the invalidity of the others, which shall be considered fully valid and effective.
15.4 The Client acknowledges and accepts that the Company shall have the right to assign the Contract, and therefore the relationship existing with the Client, in its entirety to a subsidiary or parent or associated company, the Client hereby granting their consent.
16. APPLICABLE LAW AND COMPETENT FORUM
16.1 This Contract is governed by Italian law.
16.2 Any dispute that may arise for the validity, effectiveness, interpretation, execution, termination, or cessation of this Contract shall be subject to the exclusive jurisdiction of the Court of Milan.