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Contratto
General Conditions for the provision of services by INWEST ESG SRL SB This contract (hereinafter the “Contract”) is stipulated between INWEST ESG SRL SB (hereinafter INWEST ESG), CF and VAT number 17867411005, with registered office in Rome 00199 at via Monte delle Gioie n. 13, in the person of the Legal Representative pro tempore and the Customer, identified with the data provided by filling in the appropriate personal data form, who, through his Legal Representative or in any case a proxy authorised to stipulate this Contract in the name and on behalf of the person he represents, adheres to this Contract (hereinafter the “Customer”). Introduction INWEST ESG SRL SB is a Tech -Company that allows the use of the white label online digital communication platform “Mexaging”, accessible in SaaS (Software-as-a-Service) mode that allows the user to directly and independently manage SMS marketing and Email marketing campaigns, to forward other types of communications via message such as, for example and not limited to, appointment reminders, alarms, communications of various kinds, and to use other digital communication tools. The Customer declares to know and have carefully verified the functions and characteristics of the platform contained in the information documentation received and to consider them suitable for their needs. In consideration of the above-mentioned premises, the Parties agree and stipulate the following Service Agreement, including the non-exclusive license to access and use the Mexaging platform. The premises that the Customer declares to have examined and accepted, constitute an integral and substantial part of the Agreement. The individual service orders (hereinafter the “Orders” and, each, an “Order”) will specifically regulate, also with regard to the economic conditions, the services provided from time to time to the Customer by INWEST ESG, unless otherwise specified. Contract The undersigned Company or Natural Person, requests, for its own professional and/or personal purposes, from INWEST ESG, to be able to use the services under the conditions indicated below, which the undersigned declares to have examined and accepted: 1. Object of the Contract 1.1. By signing this contract, INWEST ESG, in full compliance with the terms and conditions of this agreement, undertakes to provide the Customer with services consisting of sending communications via SMS, e-mail or other messaging channels, to use analysis functions, and management functions connected to them. The Customer will be able to benefit from the services through the use of the platform in relation to which INWEST ESG grants, with this Contract, under the terms and conditions set forth herein, a non-exclusive license of use. The platform also allows the Customer to use additional functions. 1.2. The characteristics of the service referred to in point 1.1 are detailed in the commercial offer which constitutes an integral and substantial part of the Contract. The Customer is solely responsible for the type of service chosen. 1.3. INWEST ESG reserves the right to vary the characteristics of the service at any time, with prior notice, by e-mail or fax, considering an advance of at least 30 days with respect to the application of the new features introduced. In this case, the Customer's right to withdraw, by registered letter with return receipt, within 15 days of the relevant communication, is reserved. 2. Completion of the agreement This Agreement between INWEST ESG and the Customer is considered to be completed with the completion of the registration process and acceptance of the conditions as expressed and published on the website www.mexaging.com 2.1. The subscription by the Customer of one or more orders, having as their object one of the Services provided by INWEST ESG, entails the full and complete acceptance of this agreement. 3. Provision of the service and conditions of use of the platform http://inwest.mexaging.com/public/login.ic 3.1. In relation to this point, the Customer will have access to the platform through the reserved area “control panel” through a reserved login and password, chosen directly by the Customer during registration. The Customer is exclusively responsible for the storage of the credentials and therefore undertakes to maintain their secrecy, to guard them with care and diligence, not to disclose them to third parties and to change the password through the appropriate “change password” function at least once every 6 months. The Customer also undertakes to immediately report to INWEST ESG any theft or appropriation by third parties of his/her access credentials. 3.2. The parties recognize the insertion of the credentials as the appropriate tool for identifying the Customer. All operations carried out on the platform following access via the credentials will in any case be considered as having been carried out by the Customer, regardless of who physically carried them out. 3.3. The provision of the service presupposes (i) the completion of the registration procedure by the Customer; (ii) the forwarding of the Order by the Customer, (iii) the payment of the agreed fee for the credit or additional product purchased (hereinafter the “fee”), it being specified that the prices indicated will be subject to additional VAT at the time of invoicing, (iv) the receipt by INWEST ESG of the payment of the fee. 3.4. The order sent by the Customer will be binding for INWEST ESG upon correct completion of the indicated procedure, without any error reporting. 3.5. Upon completion of the individual supply contract between INWEST ESG and the Customer, the latter will send the Customer by email, to the address specified by the Customer, the detailed indication of the fee due, the payment methods and the invoice for the services in the name of the Customer (or of a different person indicated by the Customer), filled in with the data specified by the latter. Following and as a result of the payment of the fee, INWEST ESG will confirm to the Customer the activation of the purchased service. 3.6. INWEST ESG will have, for the entire duration of the Contract, the right to monitor the messages transmitted in order to prevent and avoid fraud, faking, phishing, spamming or other equivalent techniques to the detriment of users, as well as to guarantee the security of the network and the services offered. INWEST ESG has the right to implement traffic monitoring systems, which include the use of software for the automated analysis of traffic data and/or transmitted data, and to carry out manual checks based on specific elements already identified as potentially dangerous, to identify presumed illicit behaviors that may constitute a potential threat, also in light of reports from other operators, regulatory bodies and/or end users relating to unsolicited messages and/or fraudulent behavior perpetrated in relation to a Customer service (hereinafter for simplicity “Anti-fraud System”). The Customer undertakes to collect the consent of end users to the use of the Anti-fraud System pursuant to the GDPR. The Customer hereby recognizes INWEST ESG’s right to compensation for messages blocked by the aforementioned Anti-fraud System, even if not used, in exchange for the costs of the Anti-fraud System, without prejudice to greater damages. 4. Intellectual Property 4.1. The Customer acknowledges that INWEST ESG is the owner of the rights to the platform. Reproduction and dissemination of the website, improper use of the software platform and failure to comply with the confidentiality obligations contained in the contract are strictly prohibited. 5. License to Use 5.1. The Customer undertakes to use the platform in accordance with the obligations and directives issued by INWEST ESG, by virtue of a license to use as established in the introduction. The Customer is required to communicate his/her data to INWEST ESG in an accurate and truthful manner, keeping them updated and also assuming the related legal and contractual obligations. 5.2. The Customer undertakes to hold INWEST ESG harmless and indemnified from any right, claim, action, exception and/or complaint. 5.3. In the event of activation of the services offered with services provided by other suppliers other than INWEST ESG and independent from the latter (e.g. integrations/connectors) of which the Customer is already a user, the Customer acknowledges that these integrations may: (i) automatically check for updates and transmit the Customer's information to its server; (ii) send information entered or accessible from the Customer's services to its server; (iii) be accessible to the public if incorporated into publicly available web pages or (iv) transmit information relating to the Customer's account. When an integration is enabled between the services covered by the Contract and those contracted between the Customer and a third-party supplier, any processing carried out or information transmitted to the latter will be governed on the basis of a separate agreement in place between the third-party supplier and the Customer, without any liability or obligation on the part of INWEST ESG. 6. Validity, renewal and duration of the contract 6.1. The clauses of this contract are considered valid and effective for the entire duration of the contract, and accepted by the Customer even in the case of non-onerous and/or temporary use of the service, for any reason granted by INWEST ESG. 6.2. The contract is for a fixed term for the entire duration of the services purchased by the Customer, including additional ones. The duration starts from the date of activation by the Customer. 6.3. In the case of purchasing credit, the contract will be considered in force for the entire time in which the credit remains available. In any case, the contract is considered automatically terminated and without effects, with consequent interruption of the service, after 12 months from the last purchase made by the Customer for the services. In the event of residual credit, the same will be permanently retained by INWEST ESG. 6.4. Without prejudice to the provisions of the additional clauses of this contract, the Customer will have the right to withdraw from the contract, in the manner that follows, it being understood that in this case the Customer will still have to pay the full amount of the fee for the entire duration of the contract originally foreseen, in the manner and timeframes originally foreseen. Refunds of any residual credit available at the time of cancellation are expressly excluded. 6.5. Upon termination of the contract, for any reason whatsoever, INWEST ESG will proceed to cancel the account and all related data of the Customer, such as, by way of example and not limited to, contact lists, account settings and related messages. 6.6. The Customer has the right to withdraw from this contract at any time by sending a communication via certified email (inwestesg_srl@pec-legal.it) or registered mail within 14 days from the date of activation of the service, or from the date of payment of the subscription. In this case, INWEST ESG will refund to the Customer the amount equivalent to the unused portion of the subscription. Please note the reference to the provisions of the Code according to which the Customer will not be able to exercise the right of withdrawal from the moment in which he/she executes the contract using the service. 6.7. INWEST ESG will be entitled to withdraw from this contract with immediate effect if, during the execution of the same, technical incompatibilities occur, for reasons beyond its control, which prevent the activation and/or provision of the Services, without the Customer being entitled to any compensation or indemnity. 7. Payment 7.1. Both for the activation of the platform and the related credit, and for the activation and renewal of any additional fee-based products, the Customer undertakes (unless otherwise agreed in the terms of the offer) to pay the fee in advance. Payment may be made by bank transfer, PayPal or credit card, subject to successful completion unless otherwise agreed in the terms of the offer. 7.2. In the case of payment by PayPal or Credit Card, the Customer has the option of activating the recurring payment method, which provides, on the renewal date, the automatic pre-authorized debit of the amount corresponding to the expiring fee-based product or the set package. The Customer has, at any time, the option of disabling the recurring payment method and proceeding with the other payment options. If, upon automatic renewal, the pre-authorized charge is not successful for any reason (for example, but not limited to: lack of availability of the necessary amounts), this condition will result in the immediate blocking of the service and/or failure to top up the credit. 7.3. The parties have the right to agree in writing on the payment of the fee for the service provided. In this case, the amount due by the Customer will be paid according to the agreed conditions after issuing an invoice relating to the traffic report carried out in the reference period. 7.4. In the event that the Customer fails to pay the agreed amount, INWEST ESG may, at its sole discretion and at any time, disable the sending function or the service, upon notification, and all the functions registered to the Customer. 7.5. If the Customer fails to pay the agreed amount within 15 days of the suspension, INWEST ESG will be authorized to block the customer's access and declare the termination of the contract with immediate effect. 7.6. Early termination of the contract pursuant to the previous article will entitle INWEST ESG to demand payment of the fees and amounts relating to the credits used until the natural expiry of the contract. 7.7. INWEST ESG reserves the right to vary the fees applicable to this contract, including advance fees, by giving notice by email or fax, with at least 7 days' written notice from the application of the changes themselves. In any case, the Customer's right to withdraw from the contract is reserved, by registered letter with return receipt, to be sent within the mandatory term of 30 days from receipt of the communication of the change in the economic conditions, which will otherwise apply for the entire remaining duration of the contract. 7.8. The prices indicated will be subject to additional VAT at the time of invoicing. 8. Security systems adopted for credit card transactions 8.1. INWEST ESG does not in any way gain knowledge of the credit card number of the purchasing party, receiving only the authorization to accept the card, provided by the banking institution. The credit cards accepted are: VISA, MASTERCARD and AMERICAN EXPRESS. 8.2. In addition to payment by credit card, payment via PayPal is available (www.paypal.com), which receives the data necessary for payment via SSL (Secure Sockets Layer) protocol. Also in this case, INWEST ESG is not aware of the Customer's data and credit card number, but only receives the authorization to accept the payment. 9. Obligations, prohibitions and responsibilities of the Customer 9.1. In the event of malfunctioning of the services, the Customer must promptly report it to the support staff via the e-mail address support@mexaging.com 9.2. The Customer is obliged to maintain absolute confidentiality on all access procedures to the service or systems connected to it, especially with regard to passwords, terms of this contract and subsequent modifications and/or additions. 9.3. The Customer declares that the data of his/her profile indicated upon registration and activation are referable to him/her and correct; he/she also undertakes to keep such data constantly updated, including his/her email address and mobile number. 9.4. The Customer expressly declares to be aware that the essential requirement for using the platform for sending messages is the collection of consent to receive them by the recipients. Consent must necessarily be given in accordance with the requirements set forth by current legislation and therefore be preventive, express, free, informed and referred to specific treatments. The collection of consent concerns the recipients of any type of message (SMS, email, etc.). This premise constitutes an essential obligation on the part of the Customer. In the absence of this condition, INWEST ESG reserves the right to terminate the contract. 9.5. The Customer maintains ownership of the information, assuming the broadest responsibility for the content of the information itself, with express exemption of INWEST ESG from any responsibility and burden of verification and/or control in this regard. Therefore, any liability of INWEST ESG in the event of unauthorized disclosure of information entered through the service available to the Customer is expressly excluded. The Customer is responsible for and is solely responsible for all content, images, photographs, graphics or text documents inserted in the messages. 9.7. The Customer undertakes to use the service in the only interactive modes present on the product website www.mexaging.com platform http://portal.mexaging.com/public/login.ic 9.8. The Customer fully relieves INWEST ESG of any civil or criminal liability arising from the illicit use,improper or abnormal use of the service, even if caused by third parties through the management of the Customer. 9.9. The Customer undertakes to hold INWEST ESG harmless from all losses, damages, liabilities, costs, charges and expenses, including any legal fees, which may be suffered or incurred as a consequence of any failure by the Customer to comply with the obligations and guarantees set forth in this article and in any case connected to the disclosure of information via messages, even in the event of compensation for damages claimed by third parties for any reason. 9.10. If the information is of an advertising nature, the Customer guarantees that it complies with all applicable provisions on the matter and undertakes to pay any taxes and charges where applicable. 9.11. The Customer undertakes not to use the services in violation of the law and/or to transmit any type of material that is contrary to public order, morality, or messages containing threatening, insulting or defamatory content, that violate the rights of third parties, that are blasphemous, that contain material for adults only, that incite actions contrary to the law or that are capable of causing damage to third parties. 9.12. The Customer undertakes not to use the services for the transmission or distribution of material or extracts of material covered by copyright, unless express written consent is obtained from the owner of the right. 9.13. The Customer undertakes not to use the services to send messages to telephone numbers with specific or premium rates, or that induce the use of numbers with specific or premium rates, sending unsolicited advertising, spamming, phishing, SMS bombing or equivalent actions and/or to send messages to telephone numbers of users who have no relationship with the Customer. The Customer also undertakes to use the services in a manner compliant with the provisions of the Commercial Offer. 9.14. In the event that the Customer has requested the sending method with a freely configurable alphanumeric ALIAS, the Customer declares that it will register the ALIAS used pursuant to AGCOM resolution no. 42/13/CIR, 50/14/CIR, 18/17/CIR, 306/20/CIR and subsequent ones, issued from time to time, indemnifying INWEST ESG from any liability and prejudicial consequence resulting from the omission or incorrectness of the required obligations. The Customer undertakes not to use the services to: - violate security or otherwise cause damage to archives, mobile terminals, data transmission devices and computers; - violate the confidentiality and privacy of other Customers or third parties, reading or intercepting communications intended for them; - compromise the functioning of telephone lines and the devices connected to them, by using programs designed for this purpose (viruses, Trojan horses, etc.). 9.15.The Customer expressly undertakes to use the email sending service in compliance with current legislation with reference to the Provision relating to the Guidelines on promotional activities and the fight against Spam - 4 July 2013 (Published in the Official Journal no. 174 of 26 July 2013) and the Provision relating to consent to the processing of personal data for "direct marketing" purposes through traditional and automated contact tools - 15 May 2013 (Published in the Official Journal no. 174 of 26 July 2013 - Register of provisions no. 242 of 15 May 2013) both issued by the Guarantor for the protection of personal data. The Customer undertakes to observe the provisions regarding the prohibition of sending communications that are not requested and desired by the recipients (otherwise known as sending "spam" and "spamming") in point "VI Spam and limitations" of the Terms of Use and the Antispam Policy. The Customer undertakes to comply with the provisions regarding the prohibition of sending communications that are not requested or desired by the recipients (otherwise known as sending "spam" and "spamming") in point "VI Spam and limitations" of the Terms of Use and in the Antispam Policy. In the event that the Customer uses the Platform for illicit purposes and/or for sending unsolicited or unauthorized advertising, causing disservices for INWEST ESG such as the registration of one or more sending IPs or the second level domain linked to the service in use in an international Relay Block List or Blacklist (including, by way of example and not limited to, URIBL, SURBL, SORBS, SPAMCOP, SPAMHAUS, and others), or a blacklisting or relay block listing with an Internet Service Provider (including, by way of example and not limited to, Google, Microsoft, Yahoo!, AOL, Godaddy, Register, Aruba, Fastweb, Alice and others), the Customer will be considered the sole and exclusive person responsible for the violations committed, indemnifying INWEST ESG from any type of liability in this regard, which reserves the right to take action in the appropriate venues for compensation for damages, against itself or third parties, arising from such behavior. 9.16. INWEST ESG, at any time, even as a preventive measure during the trial period, may suspend sending via the platform and request the Customer to provide documentation proving the existence and suitability of the recipients' consent or the different legal basis of the processing, in the terms mentioned above. The Customer will have 10 (ten) days, starting from the date of receipt of the communication sent by the abuse prevention service, to provide what is requested above. In the event that the Customer refuses to provide the requested documentation in the terms mentioned, or the documentation is not provided or is in any case unsuitable or incomplete, for any reason, INWEST ESG reserves the unquestionable right to suspend access to the customer's platform and will have the right to declare the termination of the contract for non-fulfilment pursuant to art. 14 of this contract. In this case, INWEST ESG will not be held responsible, nor will it be required to pay any compensation and/or reimbursement for the unused service. 9.17. The aforementioned behaviours may constitute crimes and as such may be punished under the law, and failure to comply will result in the obligation on the part of the Customer to pay INWEST ESG a penalty of €1,000 (one thousand euros), without prejudice to greater damages. 10. Mutual Obligations 10.1. Given the obligation to comply with the contractual clauses as set out in the contract, neither Party shall be liable for indirect damages, including damages resulting from loss of revenues and/or profits, unless committed with intent and/or gross negligence. 10.2. The above limitation does not apply to damages attributable to (i) breaches of Confidentiality (ii) damages attributable to gross negligence or willful misconduct, (iii) liability of the parties under Intellectual Property Rights, (iv) damages attributable to the use of the service by the Customer or to the content of the service in conflict with the terms and conditions of third party suppliers. INWEST ESG shall not be liable to the Customer for: a) errors or delays that are beyond the reasonable control of INWEST ESG, including general internet or line delays, power outages or failures on any machine and/or network; ob) errors caused by systems or actions of the Customer, negligence or omissions, which will be the exclusive responsibility of the Customer and, in any case, in the event of fraud or fault of the Customer. 10.3. The overall liability of both Parties may not in any case exceed the amount paid by the Customer in the period of 12 consecutive months prior to the date on which the complaint and/or claim of the Third Party or authority arose, excluding management costs for the transactions of the Customer's messages. 11. Force majeure, catastrophic events and fortuitous event 11.1. Neither party is liable for failures attributable to causes of force majeure, such as, by way of example: fire, explosion, earthquake, volcanic eruptions, landslides, cyclones, storms, floods, hurricanes, avalanches, war, popular insurrections, riots, strikes and any other unforeseeable and exceptional cause that prevents the provision of the service. 12. Processing of personal data - European Regulation 2016/679 and Legislative Decree no. 196/2003 12.1. INWEST ESG will collect and store the personal and commercial data relating to this contract for the following purposes: a) to comply with legal obligations, the data will be entered into a list in which the personal data of the Customers are collected; b) to send technical communications to Customers; c) to send commercial communications to Customers who have given their consent; d) under no circumstances may the data be communicated to external companies. 12.2. The nature of the provision of data referred to in Article 12.1 points a) and b) is mandatory to allow compliance with legal obligations. 12.3. The data will be collected, recorded and selected also through electronic processing and will be subject to any useful processing for the aforementioned purposes. 13. Competent Court 13.1. For any dispute arising from the application of this contract, the parties agree to the exclusive and mandatory jurisdiction of the Court of Rome. 14. Express termination clause 14.1. INWEST ESG will have the right to declare the contract terminated with immediate effect pursuant to and for the purposes of Article 1456 of the Civil Code with a simple written communication to be sent by registered mail with return receipt and/or by certified email in cases of non-fulfilment of the obligations contained in the articles relating to payment, obligations, prohibitions and responsibilities of the Customer. 14.2. In any case, INWEST ESG's rights to receive the fees for the services contracted up to the original expiry of the contract, even if not used, remain unaffected. 15. Miscellaneous provisions 15.1. These provisions replace any previous agreement relating to the provision of services by INWEST ESG in favour of the Customer. 15.2. Any modification and/or integration of these contractual conditions must be in writing. I ACCEPT THE CONTRACTUAL CONDITIONS Pursuant to and for the purposes of art. 1341 and 1342 of the Civil Code, the undersigned declares that he/she has carefully read and expressly accepts the following points of the Contract: 2 - PERFECTION OF THE CONTRACT 4 - INTELLECTUAL PROPERTY 5 - SUB-LICENSED USE DEALERS 6 - VALIDITY, RENEWAL AND DURATION OF THE CONTRACT 7 - PAYMENT 9 - OBLIGATIONS, PROHIBITIONS AND RESPONSIBILITIES OF THE CUSTOMER 10 - MUTUAL OBLIGATIONS 13 - JURISDICTION 14 - EXPRESS TERMINATION CLAUSE The Customer also declares that he/she has carefully read and expressly accepts the privacy information which constitutes an integral and substantial part of the Contract.
Privacy
GENERAL PRIVACY POLICY INFORMATION NAVIGATION AND CONTACTS SITE http://inwest.mexaging.com/public/login.ic The information is not to be considered valid for other websites that may be consulted via links present on the websites in the domain of the owner, who is not to be considered in any way responsible for the websites of third parties. 1. The “DATA CONTROLLER” INWEST ESG SRL Società Benefit - Via Monte delle Gioie, 13 00199 Rome For the purposes expressed in this information, only non-special personal data will be processed. For further processing, please refer to the specific information that will be presented before carrying out the same and, where necessary, consent will be acquired. For cookie information, please refer to the same found on the website www.mexedia.com 2. Purpose of processing, data, provision, basis of lawfulness of communication to third parties and retention times, transfers outside the European Economic Area (EEA) A - Allow navigation on the site More details The computer systems linked to the operation of this site acquire, in normal operation, some personal data that are implicitly transmitted in the use of Internet communication protocols. This information is not collected to be associated with identified interested parties but is exclusively technical to allow navigation. For treatments related to any cookies or similar click HERE for the cookie policy If you do not provide your data strictly necessary to allow navigation: it will not be possible to navigate the site. What data do we process? Technical information to enable connection protocols with the website, With what legal basis: legitimate interest of the owner art.6 lett f GDPR For how long ü We process the data only to enable connection to the site and for the connection time ü Please remember that the data can be processed, according to the principle of minimization (therefore using only the data strictly necessary for the specific case) for the defense of the owner (in court or before authorities) or for any disputes until the conclusion of the same. B - Receiving and managing contact requests received via contact area, email or telephone More details Personal data connected to the request for information and to manage them are processed. Attention, only common personal data must be provided. If you do not provide your data: it will not be possible to follow up on the requests. What data do we process? name surname subject of the request any reference company and the contact details and contents provided by the interested party. With what legal basis: pre-contractual or contractual activities art.6 lett.B GDPR For how long Time strictly necessary to follow up on the request. The data will be stored for the management of the request as a rule for a maximum period of 6 months ü Please remember that the data can be processed, according to the principle of minimization (therefore using only the data strictly necessary for the specific case) for the defense of the owner (in court or before authorities) or for any disputes until the conclusion of the same. C - Management of the rights of the interested parties More details The purpose is linked to the receipt, analysis and management of requests to exercise the rights of the interested parties, including interaction with the interested party himself and providing the appropriate responses and clarifications. The interested party will receive a response as soon as possible and, in any case, within the terms of the law. The interested party will receive a response, with the appropriate reasons, even if the request cannot be accepted. If you do not provide the data: it will not be possible to manage the requests. What data do we process? Based on the type of request, we process all the data necessary to guarantee the correct exercise of the rights of the interested parties. With what legal basis: guaranteeing the exercise of rights is a specific legal obligation art. 6 lett. C GDPR For how long The data is processed for the time necessary to manage the requests and to prove the same. The storage period is usually 5 years. Please remember that the data can be processed, according to the principle of minimization (therefore using only the data strictly necessary for the specific case) for the defense of the owner (in court or before authorities) or for any disputes until their conclusion. 3. Communication to third parties The data will not be disclosed. They will be processed with suppliers of technological, IT and consultancy services who, as a rule, act as data controllers. These entities may also include group companies that offer services to the data controller. It is understood that the data will be processed in compliance with the principle of minimisation, preferring, where possible, anonymous or anonymised data. In particular, the categories of entities may be the following: Ø Entities, including Group companies, who perform/provide on behalf of the controller tasks/services of a technical and organisational nature, including the organisational and technological support necessary for the provision of the service or management of the activity being processed Ø firms and companies in the context of assistance and consultancy relationships; Ø the data may also be communicated to third-party independent controllers with particular reference to public authorities, perhaps law enforcement, when the legal requirements are met and in the exercise of their functions. 4. Transfers outside the European Economic Area (EEA) The data is processed in the European Union. If the transfer is necessary, the guarantee instruments provided by the GDPR will be used: adequacy decisions of the EU Commission or the standard contractual clauses as promoted by the EU Commission itself to regulate transfer relationships outside the European Economic Area and with any additional measures as also provided for by the EDPB indications 5. Rights of the interested party Articles 15, 16, 17, 18,19 20, 21 and 77 of the GDPR Rights of the interested party Articles 15, 16, 17, 18,19 20, 21 and 77 of the GDPR. We inform you of the existence of the right to know the recipients of the possible communication, access to personal data, rectification, cancellation and possibly to be forgotten, limitation of processing, portability of data and opposition at any time to the processing of personal data concerning you. We also inform you that, if the basis of lawfulness is consent, you have the right to withdraw it at any time, without prejudice to the lawfulness of the processing based on the consent given before the withdrawal (art. 7, paragraph 3, of the GDPR). Pursuant to art. 77 of the Regulation, you are recognized the right to lodge a complaint with a supervisory authority, in particular in the Member State in which you habitually reside, work or in the place where the alleged violation occurred, which in Italy corresponds to the Authority for the Protection of Personal Data, whose references can be found on www.garanteprivacy.it or you can take action to protect yourself also by contacting the judicial authority. You may exercise these rights simply by contacting the owner via the contacts indicated in this Policy or present on the company websites. It is understood that the exercise of the rights will be promptly evaluated and guaranteed, where possible, since in certain cases, the requests must be weighed in conjunction with other regulatory requirements that could limit the exercise. It is understood that even in cases in which the requests to exercise the rights cannot be followed, the interested party will be promptly informed of the circumstance and the reasons for the same. 6. Contact details of the DPO: either at the owner's headquarters or DPO@INWESTESG.IT This information was drawn up on 11.07.2024
Contratto
<strong><u>General Conditions for the provision of services by INWEST ESG SRL SB</u></strong> This contract (hereinafter the “Contract”) is stipulated between INWEST ESG SRL SB (hereinafter INWEST ESG), CF and VAT number 17867411005, with registered office in Rome 00199 at via Monte delle Gioie n. 13, in the person of the Legal Representative pro tempore and the Customer, identified with the data provided by filling in the appropriate personal data form, who, through his Legal Representative or in any case a proxy authorised to stipulate this Contract in the name and on behalf of the person he represents, adheres to this Contract (hereinafter the “Customer”). Introduction INWEST ESG SRL SB is a Tech -Company that allows the use of the white label online digital communication platform “Mexaging”, accessible in SaaS (Software-as-a-Service) mode that allows the user to directly and independently manage SMS marketing and Email marketing campaigns, to forward other types of communications via message such as, for example and not limited to, appointment reminders, alarms, communications of various kinds, and to use other digital communication tools. The Customer declares to know and have carefully verified the functions and characteristics of the platform contained in the information documentation received and to consider them suitable for their needs. In consideration of the above-mentioned premises, the Parties agree and stipulate the following Service Agreement, including the non-exclusive license to access and use the Mexaging platform. The premises that the Customer declares to have examined and accepted, constitute an integral and substantial part of the Agreement. The individual service orders (hereinafter the “Orders” and, each, an “Order”) will specifically regulate, also with regard to the economic conditions, the services provided from time to time to the Customer by INWEST ESG, unless otherwise specified. Contract The undersigned Company or Natural Person, requests, for its own professional and/or personal purposes, from INWEST ESG, to be able to use the services under the conditions indicated below, which the undersigned declares to have examined and accepted: <strong><em>1. Object of the Contract</em></strong> 1.1. By signing this contract, INWEST ESG, in full compliance with the terms and conditions of this agreement, undertakes to provide the Customer with services consisting of sending communications via SMS, e-mail or other messaging channels, to use analysis functions, and management functions connected to them. The Customer will be able to benefit from the services through the use of the platform in relation to which INWEST ESG grants, with this Contract, under the terms and conditions set forth herein, a non-exclusive license of use. The platform also allows the Customer to use additional functions. 1.2. The characteristics of the service referred to in point 1.1 are detailed in the commercial offer which constitutes an integral and substantial part of the Contract. The Customer is solely responsible for the type of service chosen. 1.3. INWEST ESG reserves the right to vary the characteristics of the service at any time, with prior notice, by e-mail or fax, considering an advance of at least 30 days with respect to the application of the new features introduced. In this case, the Customer's right to withdraw, by registered letter with return receipt, within 15 days of the relevant communication, is reserved. <strong><em>2. Completion of the agreement</em></strong> This Agreement between INWEST ESG and the Customer is considered to be completed with the completion of the registration process and acceptance of the conditions as expressed and published on the website www.mexaging.com 2.1. The subscription by the Customer of one or more orders, having as their object one of the Services provided by INWEST ESG, entails the full and complete acceptance of this agreement. <strong><em>3. Provision of the service and conditions of use of the platform </em></strong><strong><em>http://inwest.mexaging.com/public/login.ic</em></strong> 3.1. In relation to this point, the Customer will have access to the platform through the reserved area “control panel” through a reserved login and password, chosen directly by the Customer during registration. The Customer is exclusively responsible for the storage of the credentials and therefore undertakes to maintain their secrecy, to guard them with care and diligence, not to disclose them to third parties and to change the password through the appropriate “change password” function at least once every 6 months. The Customer also undertakes to immediately report to INWEST ESG any theft or appropriation by third parties of his/her access credentials. 3.2. The parties recognize the insertion of the credentials as the appropriate tool for identifying the Customer. All operations carried out on the platform following access via the credentials will in any case be considered as having been carried out by the Customer, regardless of who physically carried them out. 3.3. The provision of the service presupposes (i) the completion of the registration procedure by the Customer; (ii) the forwarding of the Order by the Customer, (iii) the payment of the agreed fee for the credit or additional product purchased (hereinafter the “fee”), it being specified that the prices indicated will be subject to additional VAT at the time of invoicing, (iv) the receipt by INWEST ESG of the payment of the fee. 3.4. The order sent by the Customer will be binding for INWEST ESG upon correct completion of the indicated procedure, without any error reporting. 3.5. Upon completion of the individual supply contract between INWEST ESG and the Customer, the latter will send the Customer by email, to the address specified by the Customer, the detailed indication of the fee due, the payment methods and the invoice for the services in the name of the Customer (or of a different person indicated by the Customer), filled in with the data specified by the latter. Following and as a result of the payment of the fee, INWEST ESG will confirm to the Customer the activation of the purchased service. 3.6. INWEST ESG will have, for the entire duration of the Contract, the right to monitor the messages transmitted in order to prevent and avoid fraud, faking, phishing, spamming or other equivalent techniques to the detriment of users, as well as to guarantee the security of the network and the services offered. INWEST ESG has the right to implement traffic monitoring systems, which include the use of software for the automated analysis of traffic data and/or transmitted data, and to carry out manual checks based on specific elements already identified as potentially dangerous, to identify presumed illicit behaviors that may constitute a potential threat, also in light of reports from other operators, regulatory bodies and/or end users relating to unsolicited messages and/or fraudulent behavior perpetrated in relation to a Customer service (hereinafter for simplicity “Anti-fraud System”). The Customer undertakes to collect the consent of end users to the use of the Anti-fraud System pursuant to the GDPR. The Customer hereby recognizes INWEST ESG’s right to compensation for messages blocked by the aforementioned Anti-fraud System, even if not used, in exchange for the costs of the Anti-fraud System, without prejudice to greater damages. <strong><em>4. Intellectual Property</em></strong> 4.1. The Customer acknowledges that INWEST ESG is the owner of the rights to the platform. Reproduction and dissemination of the website, improper use of the software platform and failure to comply with the confidentiality obligations contained in the contract are strictly prohibited. <strong><em>5. License to Use</em></strong> 5.1. The Customer undertakes to use the platform in accordance with the obligations and directives issued by INWEST ESG, by virtue of a license to use as established in the introduction. The Customer is required to communicate his/her data to INWEST ESG in an accurate and truthful manner, keeping them updated and also assuming the related legal and contractual obligations. 5.2. The Customer undertakes to hold INWEST ESG harmless and indemnified from any right, claim, action, exception and/or complaint. 5.3. In the event of activation of the services offered with services provided by other suppliers other than INWEST ESG and independent from the latter (e.g. integrations/connectors) of which the Customer is already a user, the Customer acknowledges that these integrations may: (i) automatically check for updates and transmit the Customer's information to its server; (ii) send information entered or accessible from the Customer's services to its server; (iii) be accessible to the public if incorporated into publicly available web pages or (iv) transmit information relating to the Customer's account. When an integration is enabled between the services covered by the Contract and those contracted between the Customer and a third-party supplier, any processing carried out or information transmitted to the latter will be governed on the basis of a separate agreement in place between the third-party supplier and the Customer, without any liability or obligation on the part of INWEST ESG. <strong><em>6. Validity, renewal and duration of the contract</em></strong> 6.1. The clauses of this contract are considered valid and effective for the entire duration of the contract, and accepted by the Customer even in the case of non-onerous and/or temporary use of the service, for any reason granted by INWEST ESG. 6.2. The contract is for a fixed term for the entire duration of the services purchased by the Customer, including additional ones. The duration starts from the date of activation by the Customer. 6.3. In the case of purchasing credit, the contract will be considered in force for the entire time in which the credit remains available. In any case, the contract is considered automatically terminated and without effects, with consequent interruption of the service, after 12 months from the last purchase made by the Customer for the services. In the event of residual credit, the same will be permanently retained by INWEST ESG. 6.4. Without prejudice to the provisions of the additional clauses of this contract, the Customer will have the right to withdraw from the contract, in the manner that follows, it being understood that in this case the Customer will still have to pay the full amount of the fee for the entire duration of the contract originally foreseen, in the manner and timeframes originally foreseen. Refunds of any residual credit available at the time of cancellation are expressly excluded. 6.5. Upon termination of the contract, for any reason whatsoever, INWEST ESG will proceed to cancel the account and all related data of the Customer, such as, by way of example and not limited to, contact lists, account settings and related messages. 6.6. The Customer has the right to withdraw from this contract at any time by sending a communication via certified email (inwestesg_srl@pec-legal.it) or registered mail within 14 days from the date of activation of the service, or from the date of payment of the subscription. In this case, INWEST ESG will refund to the Customer the amount equivalent to the unused portion of the subscription. Please note the reference to the provisions of the Code according to which the Customer will not be able to exercise the right of withdrawal from the moment in which he/she executes the contract using the service. 6.7. INWEST ESG will be entitled to withdraw from this contract with immediate effect if, during the execution of the same, technical incompatibilities occur, for reasons beyond its control, which prevent the activation and/or provision of the Services, without the Customer being entitled to any compensation or indemnity. <strong><em>7. Payment</em></strong> 7.1. Both for the activation of the platform and the related credit, and for the activation and renewal of any additional fee-based products, the Customer undertakes (unless otherwise agreed in the terms of the offer) to pay the fee in advance. Payment may be made by bank transfer, PayPal or credit card, subject to successful completion unless otherwise agreed in the terms of the offer. 7.2. In the case of payment by PayPal or Credit Card, the Customer has the option of activating the recurring payment method, which provides, on the renewal date, the automatic pre-authorized debit of the amount corresponding to the expiring fee-based product or the set package. The Customer has, at any time, the option of disabling the recurring payment method and proceeding with the other payment options. If, upon automatic renewal, the pre-authorized charge is not successful for any reason (for example, but not limited to: lack of availability of the necessary amounts), this condition will result in the immediate blocking of the service and/or failure to top up the credit. 7.3. The parties have the right to agree in writing on the payment of the fee for the service provided. In this case, the amount due by the Customer will be paid according to the agreed conditions after issuing an invoice relating to the traffic report carried out in the reference period. 7.4. In the event that the Customer fails to pay the agreed amount, INWEST ESG may, at its sole discretion and at any time, disable the sending function or the service, upon notification, and all the functions registered to the Customer. 7.5. If the Customer fails to pay the agreed amount within 15 days of the suspension, INWEST ESG will be authorized to block the customer's access and declare the termination of the contract with immediate effect. 7.6. Early termination of the contract pursuant to the previous article will entitle INWEST ESG to demand payment of the fees and amounts relating to the credits used until the natural expiry of the contract. 7.7. INWEST ESG reserves the right to vary the fees applicable to this contract, including advance fees, by giving notice by email or fax, with at least 7 days' written notice from the application of the changes themselves. In any case, the Customer's right to withdraw from the contract is reserved, by registered letter with return receipt, to be sent within the mandatory term of 30 days from receipt of the communication of the change in the economic conditions, which will otherwise apply for the entire remaining duration of the contract. 7.8. The prices indicated will be subject to additional VAT at the time of invoicing. <strong><em>8. </em></strong><strong><em>Security systems adopted for credit card transactions</em></strong> 8.1. INWEST ESG does not in any way gain knowledge of the credit card number of the purchasing party, receiving only the authorization to accept the card, provided by the banking institution. The credit cards accepted are: VISA, MASTERCARD and AMERICAN EXPRESS. 8.2. In addition to payment by credit card, payment via PayPal is available (www.paypal.com), which receives the data necessary for payment via SSL (Secure Sockets Layer) protocol. Also in this case, INWEST ESG is not aware of the Customer's data and credit card number, but only receives the authorization to accept the payment. <strong><em>9. Obligations, prohibitions and responsibilities of the Customer</em></strong> 9.1. In the event of malfunctioning of the services, the Customer must promptly report it to the support staff via the e-mail address support@mexaging.com 9.2. The Customer is obliged to maintain absolute confidentiality on all access procedures to the service or systems connected to it, especially with regard to passwords, terms of this contract and subsequent modifications and/or additions. 9.3. The Customer declares that the data of his/her profile indicated upon registration and activation are referable to him/her and correct; he/she also undertakes to keep such data constantly updated, including his/her email address and mobile number. 9.4. The Customer expressly declares to be aware that the essential requirement for using the platform for sending messages is the collection of consent to receive them by the recipients. Consent must necessarily be given in accordance with the requirements set forth by current legislation and therefore be preventive, express, free, informed and referred to specific treatments. The collection of consent concerns the recipients of any type of message (SMS, email, etc.). This premise constitutes an essential obligation on the part of the Customer. In the absence of this condition, INWEST ESG reserves the right to terminate the contract. 9.5. The Customer maintains ownership of the information, assuming the broadest responsibility for the content of the information itself, with express exemption of INWEST ESG from any responsibility and burden of verification and/or control in this regard. Therefore, any liability of INWEST ESG in the event of unauthorized disclosure of information entered through the service available to the Customer is expressly excluded. The Customer is responsible for and is solely responsible for all content, images, photographs, graphics or text documents inserted in the messages. 9.7. The Customer undertakes to use the service in the only interactive modes present on the product website www.mexaging.com platform http://portal.mexaging.com/public/login.ic 9.8. The Customer fully relieves INWEST ESG of any civil or criminal liability arising from the illicit use,improper or abnormal use of the service, even if caused by third parties through the management of the Customer. 9.9. The Customer undertakes to hold INWEST ESG harmless from all losses, damages, liabilities, costs, charges and expenses, including any legal fees, which may be suffered or incurred as a consequence of any failure by the Customer to comply with the obligations and guarantees set forth in this article and in any case connected to the disclosure of information via messages, even in the event of compensation for damages claimed by third parties for any reason. 9.10. If the information is of an advertising nature, the Customer guarantees that it complies with all applicable provisions on the matter and undertakes to pay any taxes and charges where applicable. 9.11. The Customer undertakes not to use the services in violation of the law and/or to transmit any type of material that is contrary to public order, morality, or messages containing threatening, insulting or defamatory content, that violate the rights of third parties, that are blasphemous, that contain material for adults only, that incite actions contrary to the law or that are capable of causing damage to third parties. 9.12. The Customer undertakes not to use the services for the transmission or distribution of material or extracts of material covered by copyright, unless express written consent is obtained from the owner of the right. 9.13. The Customer undertakes not to use the services to send messages to telephone numbers with specific or premium rates, or that induce the use of numbers with specific or premium rates, sending unsolicited advertising, spamming, phishing, SMS bombing or equivalent actions and/or to send messages to telephone numbers of users who have no relationship with the Customer. The Customer also undertakes to use the services in a manner compliant with the provisions of the Commercial Offer. 9.14. In the event that the Customer has requested the sending method with a freely configurable alphanumeric ALIAS, the Customer declares that it will register the ALIAS used pursuant to AGCOM resolution no. 42/13/CIR, 50/14/CIR, 18/17/CIR, 306/20/CIR and subsequent ones, issued from time to time, indemnifying INWEST ESG from any liability and prejudicial consequence resulting from the omission or incorrectness of the required obligations. The Customer undertakes not to use the services to: - violate security or otherwise cause damage to archives, mobile terminals, data transmission devices and computers; - violate the confidentiality and privacy of other Customers or third parties, reading or intercepting communications intended for them; - compromise the functioning of telephone lines and the devices connected to them, by using programs designed for this purpose (viruses, Trojan horses, etc.). 9.15.The Customer expressly undertakes to use the email sending service in compliance with current legislation with reference to the Provision relating to the Guidelines on promotional activities and the fight against Spam - 4 July 2013 (Published in the Official Journal no. 174 of 26 July 2013) and the Provision relating to consent to the processing of personal data for "direct marketing" purposes through traditional and automated contact tools - 15 May 2013 (Published in the Official Journal no. 174 of 26 July 2013 - Register of provisions no. 242 of 15 May 2013) both issued by the Guarantor for the protection of personal data. The Customer undertakes to observe the provisions regarding the prohibition of sending communications that are not requested and desired by the recipients (otherwise known as sending "spam" and "spamming") in point "VI Spam and limitations" of the Terms of Use and the Antispam Policy. The Customer undertakes to comply with the provisions regarding the prohibition of sending communications that are not requested or desired by the recipients (otherwise known as sending "spam" and "spamming") in point "VI Spam and limitations" of the Terms of Use and in the Antispam Policy. In the event that the Customer uses the Platform for illicit purposes and/or for sending unsolicited or unauthorized advertising, causing disservices for INWEST ESG such as the registration of one or more sending IPs or the second level domain linked to the service in use in an international Relay Block List or Blacklist (including, by way of example and not limited to, URIBL, SURBL, SORBS, SPAMCOP, SPAMHAUS, and others), or a blacklisting or relay block listing with an Internet Service Provider (including, by way of example and not limited to, Google, Microsoft, Yahoo!, AOL, Godaddy, Register, Aruba, Fastweb, Alice and others), the Customer will be considered the sole and exclusive person responsible for the violations committed, indemnifying INWEST ESG from any type of liability in this regard, which reserves the right to take action in the appropriate venues for compensation for damages, against itself or third parties, arising from such behavior. 9.16. INWEST ESG, at any time, even as a preventive measure during the trial period, may suspend sending via the platform and request the Customer to provide documentation proving the existence and suitability of the recipients' consent or the different legal basis of the processing, in the terms mentioned above. The Customer will have 10 (ten) days, starting from the date of receipt of the communication sent by the abuse prevention service, to provide what is requested above. In the event that the Customer refuses to provide the requested documentation in the terms mentioned, or the documentation is not provided or is in any case unsuitable or incomplete, for any reason, INWEST ESG reserves the unquestionable right to suspend access to the customer's platform and will have the right to declare the termination of the contract for non-fulfilment pursuant to art. 14 of this contract. In this case, INWEST ESG will not be held responsible, nor will it be required to pay any compensation and/or reimbursement for the unused service. 9.17. The aforementioned behaviours may constitute crimes and as such may be punished under the law, and failure to comply will result in the obligation on the part of the Customer to pay INWEST ESG a penalty of €1,000 (one thousand euros), without prejudice to greater damages. <strong><em>10. Mutual Obligations</em></strong> 10.1. Given the obligation to comply with the contractual clauses as set out in the contract, neither Party shall be liable for indirect damages, including damages resulting from loss of revenues and/or profits, unless committed with intent and/or gross negligence. 10.2. The above limitation does not apply to damages attributable to (i) breaches of Confidentiality (ii) damages attributable to gross negligence or willful misconduct, (iii) liability of the parties under Intellectual Property Rights, (iv) damages attributable to the use of the service by the Customer or to the content of the service in conflict with the terms and conditions of third party suppliers. INWEST ESG shall not be liable to the Customer for: a) errors or delays that are beyond the reasonable control of INWEST ESG, including general internet or line delays, power outages or failures on any machine and/or network; ob) errors caused by systems or actions of the Customer, negligence or omissions, which will be the exclusive responsibility of the Customer and, in any case, in the event of fraud or fault of the Customer. 10.3. The overall liability of both Parties may not in any case exceed the amount paid by the Customer in the period of 12 consecutive months prior to the date on which the complaint and/or claim of the Third Party or authority arose, excluding management costs for the transactions of the Customer's messages. <strong><em>11. Force majeure, catastrophic events and fortuitous event</em></strong> 11.1. Neither party is liable for failures attributable to causes of force majeure, such as, by way of example: fire, explosion, earthquake, volcanic eruptions, landslides, cyclones, storms, floods, hurricanes, avalanches, war, popular insurrections, riots, strikes and any other unforeseeable and exceptional cause that prevents the provision of the service. <strong><em>12. Processing of personal data - European Regulation 2016/679 and Legislative Decree no. 196/2003</em></strong> 12.1. INWEST ESG will collect and store the personal and commercial data relating to this contract for the following purposes: a) to comply with legal obligations, the data will be entered into a list in which the personal data of the Customers are collected; b) to send technical communications to Customers; c) to send commercial communications to Customers who have given their consent; d) under no circumstances may the data be communicated to external companies. 12.2. The nature of the provision of data referred to in Article 12.1 points a) and b) is mandatory to allow compliance with legal obligations. 12.3. The data will be collected, recorded and selected also through electronic processing and will be subject to any useful processing for the aforementioned purposes. <strong><em>13. Competent Court</em></strong> 13.1. For any dispute arising from the application of this contract, the parties agree to the exclusive and mandatory jurisdiction of the Court of Rome. <strong><em>14. Express termination clause</em></strong> 14.1. INWEST ESG will have the right to declare the contract terminated with immediate effect pursuant to and for the purposes of Article 1456 of the Civil Code with a simple written communication to be sent by registered mail with return receipt and/or by certified email in cases of non-fulfilment of the obligations contained in the articles relating to payment, obligations, prohibitions and responsibilities of the Customer. 14.2. In any case, INWEST ESG's rights to receive the fees for the services contracted up to the original expiry of the contract, even if not used, remain unaffected. <strong><em>15. Miscellaneous provisions</em></strong> 15.1. These provisions replace any previous agreement relating to the provision of services by INWEST ESG in favour of the Customer. 15.2. Any modification and/or integration of these contractual conditions must be in writing. <strong>I ACCEPT THE CONTRACTUAL CONDITIONS Pursuant to and for the purposes of art. 1341 and 1342 of the Civil Code, the undersigned declares that he/she has carefully read and expressly accepts the following points of the Contract:</strong> <strong>2 - PERFECTION OF THE CONTRACT</strong> <strong>4 - INTELLECTUAL PROPERTY</strong> <strong>5 - SUB-LICENSED USE DEALERS</strong> <strong>6 - VALIDITY, RENEWAL AND DURATION OF THE CONTRACT</strong> <strong>7 - PAYMENT</strong> <strong>9 - OBLIGATIONS, PROHIBITIONS AND RESPONSIBILITIES OF THE CUSTOMER 10 - MUTUAL OBLIGATIONS</strong> <strong>13 - JURISDICTION</strong> <strong>14 - EXPRESS TERMINATION CLAUSE</strong> <strong>The Customer also declares that he/she has carefully read and expressly accepts the privacy information which constitutes an integral and substantial part of the Contract.</strong>
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