TERMS AND CONDITIONS
This agreement is made and entered in Italy:
QUALITANDO SR.L., hereinafter referred to as Qualitando, C.F. and VAT number IT08660600969, with registered office in Milan (MI), Via Comune Antico 50, in person of the pro-tempore legal representatives Alma Vigorita, Luca Poretti, Marzia Baislak
THE CUSTOMER identified with the data provided by filling out the order form, which complies with the present agreement through the intermediary of its Legal Representative or, in any case, of an authorized attorney for the stipulation of this agreement in the name and on behalf of the representative, is referred to as the customer.
1) The conclusion of the contract
This contract is concluded by sending confirmation by e-mail to the respective sales contact or by paying the subscription invoice. This is interpreted as acceptance of the conditions set out in this contract.
2) Sector Qualitando ‘s operating sector
A company specializing in the digital marketing and digital communication sector, Qualitando has developed and designed an online digital platform accessible through the Internet in “Software as a Service” mode that allows the management of Customer’s questionnaires Satisfaction and online marketing campaigns using different messaging channels (Email, Social);
3) Customer needs
The customer, who is generally a hotel or a service provider, intends to use Qualitando services in relation to his Business and in any case for needs connected to his activity;
4) Service offered by Qualitando
In compliance with this contract, Qualitando undertakes to provide the Customer with a limited, non-exclusive license to use Qualitando platform, which allows the sending of questionnaires and newsletters by e-mail, through a SAAS application (Software-as-a-service) made available on the Internet. In relation to the provision of the service, the Customer will have access to Qualitando Platform through a reserved area called “Administrative Console” accessible through authorization and authentication credentials attributed to the Customer. The Customer will have sole responsibility for the custody and use of the credentials, which cannot be transferred to third parties for any reason. The Customer, using Qualitando Software and/or Qualitando Hotspot, will collect the e-mail addresses of its users. Statistics data may be used by Qualitando in anonymous form for market surveys.
5) Processing of personal data
By making the material collection of the data through the tools provided by Qualitando, the Customer determines the purposes and means of the processing of personal data, thus assuming the role of Data Controller that takes place under his sole responsibility. In the collecting of data, the Customer must comply with the provisions of current legislation regarding personal data in the framework of EU 2016/679 Regulation and subsequent amendments, authentic interpretations and Circolari applicative. In particular, the Customer will be required to:
A) Provide to the gues /user information on the processing of personal data complete and compliant with the provisions of art. 12 and the following ones of the afore-mentioned regulation;
B) Gather the consent of the guests/users in accordance with the law, ie. defining the legal basis that legitimizes the processing of personal data (Article 6 2016/679 EU Regulation). The consent is given validly only if it is specific and expressed freely and referring to a specifically identified processing of data;
C) Use the data in accordance with the law. Abuse or illegitimate use of e-mail addresses will be the cause of liability towards the user/guest and towards Qualitando, who reserves the right to ask for damages from the image that will suffer in case of violation of the Privacy regulation by the Customer.
6) Responsibility for data storage Qualitando assumes the role of controller for the storage of data collected by the customer. Qualitando itself, as data processor for data retention, undertakes to:
a) Use mainly computer and/or telematic tools with CPU allocated in the European territory to avoid any bureaucratic need for the cross-border flow of data, adopting logic strictly related to the purposes of the services that Qualitando is obliged to make to the Customer and in strict compliance the current provisions on the subject, including data security;
b) Adopt the necessary minimum-security measures in line with the provisions of the current legislation on personal data in the framework of EU 2016/679 Regulation;
c) Observing the general security measures set forth in the afore-mentioned regulations taking care of the adoption of adequate security measures in relation to the provisions contained in the 2016/679 Regulation.
7) Indemnity for Qualitando and withdrawal from the contract
Qualitando is expressly relieved by the Customer from any responsibility related to the methods used to enter data in the databases provided by Qualitando, as well as on the methods for obtaining consent. Qualitando is also expressly released from any responsibility for the distorted use that the Customer makes of the data collected and stored, with particular reference to spam. In case of misuse of data by the Customer, Qualitando may exercise an immediate termination of this contract, retaining the amount paid by the Customer for the current year / three years and reserving the right to act to compensate for any damage to the image caused by Qualitando;
8) Additional functions and interoperability
Qualitando platform makes available to the Customer functionalities, tools and applications for integration with external software (“API” or “interoperability functions”). In order to facilitate any automatic updating of data, through the API the Customer has the possibility to create customized integrations between Qualitando platform and third-party applications. The Customer is solely responsible for the use of the interoperability functions and undertakes to use them with appropriate tools and in compliance with the terms of this Agreement. In case of the use of services rendered by third parties, which Qualitando makes available through the use of its platform based on specific agreements or, based on accession and general conditions of use prepared by the third party – the Customer declares to have read of the relative contractual documentation and to expressly accept it according to what is established in the conditions;
9) Cancellation of Customer data
After 30 days from the expiry date of the contract or in the case of a contract that has been cancelled for another reason, Qualitando has the right to cancel the data deriving from the use of Qualitando platform stored on behalf of the Customer. Such data will be available for consultation and download by the Customer within the above-mentioned deadline using the normal functionality of the platform. Without prejudice to this right of cancellation, longer storage times may be dictated by needs other than those indicated in this contract and, in case of investigations by the Judicial Police or bodies responsible for possible checks;
10) Customer Support Service
Qualitando undertakes to provide technical assistance service for reports related to the proper functioning of Qualitative Platform in compliance with the provisions of art. 15 “Guarantee of the minimum level of service”;
11) Intellectual property
Qualitando is the sole owner of all rights and interests for Qualitando platform, and of any intellectual property connected to it, including the developments deriving therefrom. Qualitando is a registered trademark. The website, the platform and the information contained in it are owned by Qualitando. Unauthorized copying and distribution in violation of Intellectual Property Rights is prohibited;
12) Qualitando logo insertion
Unless otherwise expressly agreed, signed between the parties, the Customer acknowledges and accepts the fact that Qualitando will be able to include in each message sent by the Customer a statement and/or a Logo regarding the Qualitando service, containing a link to one of the Qualitando sites;
13) Duration and withdrawal from the contract
The contract is fixed-term, the minimum duration is determined against payment of the usage fee (set for the duration of 12, 24, 36 months) according to the duration chosen by the customer. The duration runs from the date of activation or renewal of the console by the customer, visible in the reserved area always displayed before the use of the platform.
The contract is automatically renewed for an equal duration (eg. 12 months, 24 months, 36 months etc.) if no cancellation request will be provided at least 3 (three) months before the expiration of this contract, either by registered letter or by sending an email to the email addresses email@example.com or firstname.lastname@example.org. In case the Customer fails to pay the fee for use, Qualitando may at its sole discretion suspend the provision of its service and – in any case – demand payment of the full amount of the fee for the agreed duration. The payments due to Qualitando under this contract cannot be delayed or suspended for any reason, with express renunciation of any exception.
14) Fee, billing and payments
For the use of the afore-mentioned Qualitando service, the Customer undertakes to pay a periodic fee in the time and way as specified in the document “Order Confirmation”, or in the “ON-LINE” order in case the purchase is made through the E-commerce site. The parties agree that in case of delay in the payment of the aforesaid fee the default interest will be calculated according to the regulations in force. In case the payment is not received, after 10 (ten) days from the expiration the sending function will be disabled and after 10 (ten) days Qualitando will be authorized to completely block access to the service and to delete all the recorded data. The annual fee for Qualitando Service and Assistance services may be subject to an annual increase.
In case of an increase, Qualitando will notify with written notice at least 30 (thirty) days before the expiry date of the existing contract, either by ordinary mail, fax, or directly within the Qualitando console or by providing communication via e-mail to the Customer e-mail address. The new tariffs will be applied from the renewal date of the contract and will be kept unaltered for one year. If the Customer does not accept the new rates valid for renewal of the contract, he/she must cancel the present contract within the terms established by art.13, otherwise, the new rates will be deemed as accepted and will be legitimately applied from the date of the renewal of the contract.
15) Guarantee of the minimum level of service
With this contract, Qualitando undertakes to make Qualitando service available with an uptime availability rate of 99%, for 24 hours a day and 365 days a year. This availability is NOT inclusive of the following services not directly provided by Qualitando of which Qualitando cannot take on: availability of internet at the Customer, hardware issues, software issues, issues of the networks within the organizational structure of the Customer. Days of ordinary and extraordinary maintenance previously communicated to the Customer by Qualitando are excluded from the definition of the ‘Minimum level of service guaranteed. During holidays and from 0.00 am to 6.00 am on working days, occasional service interruptions may be necessary due to maintenance operations of the program which will not be determining the level of guaranteed service;
16) Customer support service
Qualitando undertakes to provide a technical assistance service for reporting on problems related to the proper functioning of Qualitando system from Monday to Friday during office hours (09.00-13.00/14.00-17.00), excluding holidays, according to one of the methods described below:
NON-PRIORITY support: the non-priority support service is provided exclusively through the specially provided online ticket system. This service does not include consultations on the composition of messages, on HTML code, on the setting and on the quality level of communication, on issues of deliverability. The service is provided in ‘best-effort’ mode.
PRIORITY AND DEDICATED support: subject to the stipulation of a specific contract, the priority support service is provided through an online ticket system and telephone assistance (on working days) within 24 working hours from the moment when the request to solve an issue has been received and a resolution will be provided within the following 48 working hours. The service does not include consultations on the composition of messages, on HTML code, on the setting and qualitative level of communication, and on issues of deliverability. Response times are guaranteed when all the information useful for identifying the issue has been provided to the technical support.
17) List of contacts authorized to request assistance
The assistance service via e-mail will be provided by Qualitando exclusively to the contacts (e-mail addresses) previously entered by the Customer in the list of Administrative Contacts in the appropriate section of the Qualitando service. It will be the exclusive responsibility of the Customer to keep this list constantly updated. Qualitando will not – under any circumstances – be held responsible for assistance services provided because of any abuse caused by failure/delayed updating, or incorrect compilation of the list of Administrative Contacts enabled to request assistance;
18) Failures due to external events
Qualitando will not be held responsible in any way for the malfunctioning of the services deriving from the responsibilities of cloud service providers, telephone lines, electricity and global and national networks, because of failures, overloads, interruptions, etc.;
19) Failures due to force majeure
Qualitando cannot be held responsible in any way for failing to fulfil its obligations arising from causes outside the sphere of its foreseeable control or from circumstances beyond its control, such as, but not limited to, popular riots, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, landslides and landslides;
20) Interruptions due to exceptional events
Qualitando undertakes to maintain the efficiency of the service offered; if it were forced to interrupt the service due to exceptional events or maintenance, such interruptions will be kept as short as possible, without prejudice to the provisions of art. 15 regarding the Guarantee of the minimum level of service. Qualitando will define the appropriate procedures to access the services and, to increase the efficiency of the service, reserves the right to improve them at any time. It will also provide the user with all the technical specifications to be able to access the services;
21) Non-compliance due to third parties
Qualitando will not be liable for any breaches by third parties that could compromise the functioning of the telematics services made available to the user, including, by way of example but not exhaustively, speeding down or failure of telephone lines and computers that manage traffic telematic between the Customer and Qualitando system;
22) Guarantee for the provision of third-party services
In case Qualitando provides the tools necessary to use third-party services, including network operators, the following conditions apply: Qualitando allows access to these third-party services, provided that they are subject to terms, conditions and limitations imposed from the third part. In the event that third parties change, suspend or terminate the provision of such services, Qualitando may consequently change, suspend or terminate access to these services without notification. Furthermore, Qualitando will be authorized to suspend the provision of its services that are directly dependent on services offered by such third parties. In any case, Qualitando reserves the right to supply the same services using different suppliers. The Customer authorizes Qualitando to provide these third parties with all the information necessary for the performance of these services;
23) Guarantee of sending messages
Messages are intended as sent when Qualitando has sent them to their scheduled destination within Qualitando service, including SMTP, servers, mobile telecommunications networks or any intermediary servers or APIs of third-party service providers. Notwithstanding the aim of ensuring an extended coverage of the service using the services of different operators all over the world, third-party suppliers could suddenly stop the service provided to Qualitando or Qualitando suppliers. In such case, the messages will not be delivered to the destination. The message delivery receipt is available but not guaranteed: when the service provider or the mobile telecommunications operator provides it, it is returned to the console.
Due to the intrinsic technological characteristics of sending communications services, the Customer acknowledges that they cannot be used in cases when the failure to receive a message, total and/or within a certain time, is likely to produce damage to the Customer or to third parties. Qualitando does not guarantee the delivery of communications and the constant usability of the service and, in the event of failure and/or delayed delivery, or lack of delivery receipt, it is in no way responsible either directly, or indirectly, neither towards the customer nor towards third parties. Qualitando also reserves the right to exclude from the sending some recipients or groups of recipients that may compromise the quality of sending individually or, as a whole (eg Spamtrap);
The Customer approves that Qualitando make use of his/her name and logo in presentations, marketing materials, customer lists, financial support. If the Customer wishes to use the trade names, registered trademarks, service marks, logos, domain names and other distinctive Brand Features, he/she may do so provided this is done in accordance with this Contract and instructions for the use of the Qualifying Brand Features currently in force, as well as any content or reference in them;
25) Customer data processing
The customer expressly authorizes Qualitando to the processing of data in accordance with the regulations in force and, as indicated by the informative ex art. 13 Lgs.D. 196/03, without the need for an express consent from the Customer (pursuant to Article 23 of Legislative Decree 196/03) because the processing of such data is necessary to execute a contract the Customer is a party, solely and exclusively for the performance of the services listed in this contract.
26) Validity of changes and/or integrations
Qualitando can unilaterally modify the present contract. Any change will be effective from the time it is published on the Qualitando website or communicated to the Customer on the platform home page. The use by the Customer of the service, subject of this contract, after the communication of changes and/or additions in the forms above, is to be understood as acceptance of the same changes and/or additions by the Customer. If the Customer does not intend to accept the changes and/or additions referred to above, he/she must communicate to Qualitando his/her withdrawal in accordance with the terms of art. 13;
27) Resolution for bankruptcy or insolvency proceedings
Resolution for this contract will be deemed automatically as terminated if one of the parties is declared bankrupt or admitted to the arrangement with creditors, receivership or other insolvency or liquidation procedures;
28) Validity of the contractual clauses
The clauses of this contract are fully in force and accepted by the Customer even in the case of non-onerous and/or temporary use of the services provided under any title by Qualitando.
Last update 30th June 2018