Data Processing Agreement ("DPA") for Business Driver

Warning: this content has been automatically translated from the Italian language. In case of conflict between this version and the original version, the Italian version will take effect.

in compliance with art.26 of the GDPR

Effective from March 17th, 2020 (the "Effective Date")

Between the person indicated in the contract ("Customer") and Digital Solution Srl, head office in Rome, Via Archimede, 207 VAT number / Tax Code: IT13873451002 ("Digital Solution")

hereinafter individually the "Party" and jointly the "Parties".

The Customer has signed a Contract with Digital Solution for the use of Business Driver, a cloud application provided in SaaS mode. This Agreement forms an integral part of this Agreement.

Business Driver allows the Customer and its Users to insert information and IT documents into the Digital Solution Cloud Infrastructure. To the extent that this information contains Personal Data, the Parties expressly agree to the application of this DPA on Shared Responsibility, in cases where both share the roles and responsibilities of a Data Controller as follows:

These roles and responsibilities are described in more detail in Article 4 below (Roles and responsibilities).

This DPA applies to all activities carried out by Digital Solution in the context of the Services and prevails over any other agreement for the processing of existing data or similar agreement between Digital Solution and the Customer already existing for these Services.

The Customer acknowledges having received all the information he deems necessary to establish that Digital Solution provides sufficient guarantees for the protection of Personal Data.

 

  1. Definitions

In addition to the terms defined in other parts of the General Conditions, the following definitions apply:

1.1 By " Applicable data protection law ": means the laws and regulations concerning the processing and protection of personal data applicable in the country in which Digital Solution has its headquarters. In particular, applicable law means (a) EU Regulation 2016/679 (General data protection regulation,

'GDPR') (b) the laws or regulations of the Member State in relation to the processing and protection of personal data in implementation or integration of the GDPR; and (c) any other applicable laws or regulations regarding the processing and protection of Personal Data for the purposes of this Agreement.

1.2 " Data Protection Violation " indicates a breach of security that leads to the destruction, loss, alteration or unauthorized or illegal disclosure of personal data processed for the purposes of this DPA.

1.3 " Personal Data " indicate any information concerning an identified or identifiable natural person (" Data Subject "); an identifiable person is a person who can be identified, directly or indirectly, with particular reference to an identification number or to one or more characteristic elements of his physical, physiological, psychic, economic, cultural or social identity.

With 1.4 "Treatment" or "treats" means any operation or set of operations performed on personal data, with or without automatic means, such as collection, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, diffusion or any other form of making available, alignment or combination, limitation, cancellation or destruction.

1.5 " Data Controller " means the natural or legal person who, individually or together with others, determines the purposes and means of the processing of personal data.

 

  1. Categories of Personal Data pursuant to this DPA:

The following categories of Personal Data are normally collected and processed by Digital Solution to carry out the Services pursuant to the General Conditions:

The following categories of personal data are excluded from this DPA:

 

  1. Categories of interested parties pursuant to this DPA:

In the context of this DPA, the processing of personal data concerns the following categories of data subjects:

 

  1. Roles and responsibilities of the Customer and Digital Solution

4 . 1 Role and responsibility of the Customer:

4.1.1 Purpose and legality of the processing : The customer will be responsible for defining the purpose of the processing of personal data, the legitimacy of the transfer of personal data to Digital Solution and the legitimacy of the data processing. The Customer will fulfill and ensure that its associated companies and collaborators fulfill all their obligations under the Data Protection Regulation during the processing of Personal Data in relation to cloud services. In this regard, the Customer will guarantee, in particular, that he has obtained and maintains all the necessary records and authorizations with the competent data protection authorities and the valid legal bases for processing Personal Data.

4.1.2 Exercise of their rights by the interested parties : the customer will be the main contact for the interested parties for the exercise of their rights as established by the applicable data protection legislation.

4.1.3 Accuracy, quality, legality and reliability of personal data : the customer will be solely responsible for the accuracy, quality, legality and reliability of personal data and the means by which it acquires personal data for processing by by Digital Solution.

4.1.4 Risk assessment : The customer will be responsible for assessing the risks arising from the processing of personal data.

4.1.5 Treatment Registers : To the extent required by applicable law, the Customer will be responsible for preparing and maintaining the Treatment Registers of the activities. Digital Solution will make the respective information available in the "Information on the processing of personal data for users".

4.1.6 Information to interested parties: the customer will be responsible for providing information to interested parties in relation to the processing of personal data based on the provisions of the applicable data protection legislation.

4.1.7 Information on the Distribution of Responsibilities to the Data Subjects : The Customer is responsible for informing the Data Subject about the division of responsibilities between the contracting parties as indicated in this DPA.

4.1.8 Notification of Data Protection Violation : The Customer is obliged to fulfill the obligations of notification of the violation of data deriving from the applicable data protection requirements. When it is the applicable data protection law that imposes it, the Customer is responsible for the notification of the violation of the protection of personal data to the Data Subjects and to the Data Protection Authorities.

4.1.9 Changes to applicable Legislation : The Customer is obliged to communicate to Digital Solution, within the terms provided, the changes to the legal provisions which may affect the contractual obligations of Digital Solution pursuant to this DPA and which may require the modification of the DPA and the agreed consideration. Digital Solution also has the right to present proposals to the Customer if it deems it necessary to introduce a specific change in order to continue acting in compliance with the applicable law.

4.1.10 Irregularities or errors in the processing of personal data : The customer is required to inform Digital Solution in a timely and comprehensive manner about any errors or irregularities, of which he should become aware, which concern the data protection legislation on the Personal data processing.

4.1.11 Notification to Recipients of Personal Data regarding the rectification, cancellation of Personal Data or limitation of Treatment: Digital Solution discloses Personal Data exclusively for the Treatment necessary for the provision of Business Drivers (see article 8) . To the extent that the Customer discloses Personal Data to a recipient e.g. by aggregating Business Driver with other cloud services for the transmission of Personal Data through programming interfaces (API), the Customer is required to inform the recipients in question about the requests of the interested parties for the rectification or cancellation of personal data disclosed or regarding a limitation of treatment.

4.1.12 Disclosure of Personal Data : Digital Solution discloses Personal Data only to the recipients for which it is required to do so for processing purposes. For more information, see the "Information on the processing of personal data for users". Some Business Driver features allow customers and users to disclose Personal Data to third parties. To the extent that the Customer or its users use these functions, the Customer has the responsibility to inform the interested parties (article 4.1.6) and to insert the use in question in the Treatment Registers (point 4.1.5).

4 . 2 Role and responsibility of Digital Solution

4.2.1 Means of Treatment : Digital Solution will be responsible for defining the means of Treatment and, with reference to points 4.1.5 and 4.1.6, to provide information on these means to the Customer, specifically to allow the Customer to complete the Treatment Registers and to inform Data Subjects as provided by the applicable data protection legislation. The "Treatment Information" is available in the "Information on the processing of personal data for users".

4.2.2 Scope of Treatment by Digital Solution : Digital Solution can collect and process Personal Data only in the context of this DPA and of the General Conditions applicable to Business Driver and to improve and upgrade these services. Substantial changes affecting the scope of data processing must be established by mutual agreement and must be documented. By virtue of this DPA, Digital Solution expressly recognizes that it will process Personal Data only to provide Business Drivers, to improve them and upgrade them.

4.2.3 Implementation of security measures : Digital Solution will be responsible for the implementation of security measures for the processing of personal data in the context of Business Driver. Digital Solution will adopt the appropriate technical and organizational measures, as indicated in the attachment of the same name, developed to protect the Customer's personal data from misuse and loss, or from any other violation of data protection in accordance with the applicable legislation on the protection of data. The Customer is aware of the fact that technical and organizational measures are subject to technical progress and further developments. In this regard, Digital Solution may use suitable alternative measures, informing customers by making available, upon request, a description of the measures in question.

4.2.4 Information to interested parties on the division of responsibilities of the Parties : Digital Solution is responsible for making the standard DPA document accessible without modification to all Business Driver Users. If the DPA contains changes with respect to the standard DPA document requested by the Customer, Digital Solution is in no way responsible for making these changes accessible to the interested parties.

4.2.5 Notification of Data Protection Violation : With reference to point 4.1.8, in case of Data Protection Violation, Digital Solution will assist the Customer and will make available all the necessary information to which it has access to allow the Customer to fulfill its obligations. Digital Solution will inform the Customer without undue delay in relation to any breaches of Customer's Personal Data detected by Digital Solution.

4.2.6 Retention of Personal Data / Limitations for deletion : As a general rule , Personal Data processed by Digital Solution are kept until a) they are deleted by the Customer or Business Driver Users, or b) upon expiry of the storage indicated by the Customer, or c) the termination of the agreement for the Customer's cloud services on Business Driver.

4.2.7 Cancellation of Personal Data and export upon termination of the Business Driver Agreement : Digital Solution will be responsible for deleting all data entered by the Customer and Business Driver Users ("Tenancy Data") including Personal Data at the end of the calendar month following the expiration or cessation of the use by the Customer of Business Driver or, at the Customer's request, at any time. Upon request by the Customer, Digital Solution will provide an export of Tenancy Data in a data format that can be processed by the Customer for transfer to other cloud services.

4.2.8 Exercise of their rights by the interested parties : In the event that Digital Solution receives a request from an interested party for the exercise of the rights in accordance with the provisions of the applicable data protection legislation, Digital Solution is required to forward this request to the Customer who, without undue delay, will provide you with information on how to proceed. The Customer acknowledges that in the event of a conflict between the Data Subject and the Customer, the applicable legislation may compel Digital Solution to satisfy the Data Subject's request despite opposition from the Customer. In any case, the adoption of this measure by Digital Solution would take place only after a careful evaluation of the legal situation with the Customer.

4.2.9 Effects of the Cancellation of Personal Data : With this agreement the Customer confirms and recognizes that if the Customer is asked to cancel the Personal Data or to limit its Treatment, this could make it impossible to provide the products or services subscribed or provided. Digital Solution will notify the Customer before making the request.

4.2.10 Back-up copies of Personal Data : Digital Solution will make back-up copies of Personal Data to the extent that they are necessary to guarantee the correct processing of Personal Data. Digital Solution can copy and keep the Personal Data necessary to allow the Customer and Digital Solution to fulfill the legal retention obligations of documents.

4.2.11 Data Protection Officer : Digital Solution is required to make the contact data of its Data Protection Officer (DPO) available on the Internet. On the date of entry into force of this DPA, the contact details of the DPO are [email protected]

 

  1. Mutual responsibilities and agreements

5.1 The Parties agree that any requests relating to Personal Data made by the Customer will be presented in written and explicit form. In the event that a modification of the services is required for such requests, this modification will be renegotiated in good faith by the parties, together with the relative price.

5.2 Each Party will ensure that its staff is legally bound to comply with data protection obligations and to maintain data confidentiality and that it is aware of other applicable provisions for the protection of Personal Data, in particular with reference to the secrecy of the telecommunications. The obligation to keep data confidential continues for the staff once the job or employment contract is concluded.

5.3 If Digital Solution is deemed to satisfy the customer's requests, it may result in a violation of the applicable data protection legislation, and must promptly notify the customer. Digital Solution will have the right to suspend the implementation of this request until the Customer confirms or modifies it.

5.4 By virtue of this DPA, the Parties recognize that the security measures referred to in the Annex - "Technical and Organizational Measures" provide sufficient guarantees for the Personal Data Processed. The Customer is aware that the technical and organizational measures are subject to progress technical and further developments In this regard, Digital Solution may adopt appropriate alternative measures.

5.5 In the event that the Customer's Personal Data are subject to search and seizure, an attachment order, confiscation during bankruptcy or insolvency proceedings, or to events or similar measures by third parties, if permitted by law, Digital Solution is required to inform the customer without undue delay. In turn, without undue delay, Digital Solution will communicate to all parties involved in this action that the Personal Data affected by the measures in question are the exclusive property of the Customer and it is the same that dispose of them exclusively, and that it is the Customer who be responsible in accordance with applicable data protection law.

 

  1. Requests from supervisory authorities

6.1 In the cases provided for by law, both Parties will keep the documents relating to the Personal Data processed for the purposes of this DPA, will collaborate and provide all the information necessary for the fulfillment of the aforementioned obligations and the notification obligation pursuant to the Law applicable in data protection.

6.2 In cases where Digital Solution must provide assistance to the Customer to fulfill the legal obligations of the latter in accordance with the provisions of this article 6, the Customer will reimburse Digital Solution for any further reasonable costs related to the assistance provided.

 

  1. Control rights

7.1 No more than once a year and with a written request sent at least sixty (60) days before, each Party will have the right to carry out a check to verify compliance with the provisions contained in this DPA, verifying the technical and organizational measures implemented by the part that is subject to control. Evidence to demonstrate the implementation of these measures which are not related exclusively to this specific DPA or the Agreement can also be provided by presenting a current certificate, reports or extracts from reports drawn up by independent third parties, e.g. by official auditors, by auditors, by one or more internal or external data protection officers of the Party under control, by the IT security office, by internal and external privacy auditors, by quality auditors, or by presenting an appropriate certificate issued after the verification carried out by a third party on data protection or IT security of the party under control.

7.2 Each party reserves the right to refuse to provide the other Party with industrial or business secrets, operational know-how and information whose control would constitute a risk to the security of the Party under control or its customers, or that the Party subject the control is not required to provide or disclose, being data protected by law or data of other customers.

 

  1. Sub-managers

8.1 By virtue of this DPA, the Customer acknowledges and accepts that Digital Solution may hire subcontractors for the supply of Business Drivers. These subcontractors can be companies of the Digital Solution Group "Internal subcontractors") or third party subcontractors ("External subcontractors").

8.2 In the event that Digital Solution intends to hire a new external subcontractor that is not included in the list of approved subcontractors on the date of entry into force of this DPA, points 9.2 and 9.3 will be applied. For the avoidance of doubt, it is expressly agreed that internal subcontractors are excluded from this provision and the customer is deemed not to object to the use of internal subcontractors.

8.3 Transfers of Personal Data to third countries or countries:

8.3.1 By virtue of this DPA, the Customer acknowledges and expressly accepts that Personal Data may be transferred and / or processed by external Subcontractors as indicated in the previous point 8.1 including the case in which these external Subcontractors are outside the Space European Economic (EEA).

8.3.2 In cases where Digital Solution transfers Personal Data to an external Subcontractor, outside the EEA, with this DPA, the Customer expressly grants Digital Solution a mandate to enter into any agreement to ensure that the receiving party implements a sufficient level of protection for Personal Data recognized as adequate by the competent local or European authorities.

 

  1. Changes to this DPA

9.1 The Customer acknowledges that the conditions set out in this DPA and in the "Technical and Organizational Measures" can be changed by Digital Solution. A modification requires the consent of the Customer if a) it concerns the division of responsibilities between the contracting parties, or b) limits the rights of the Customer, or c) requests consent in accordance with the provisions of the applicable Data Protection Legislation. In other cases it is only necessary that the customer is informed of the change.

9.2 In the event of a change for which the Customer's consent must be obtained, Digital Solution will notify the Customer of the change by e-mail to the Business Driver Tenant Administrator and will make the relevant information available to the Customer so that he can consult at least thirty ( 30) calendar days before the date on which the change takes effect. Digital Solution will offer the Customer the opportunity to express his consent or to object. If Digital Solution does not receive any objection from the Customer after the response period indicated in the modification communication, which must be at least ten (10) calendar days from the communication date, the Customer's consent will be considered granted. In emergency situations, a reduction in reporting and response periods is possible.

9.3 The Customer will not oppose a modification without providing Digital Solution with a detailed written explanation of the reasons for this opposition. Digital Solution will make every reasonable effort, from a commercial point of view, to provide explanations regarding the concerns expressed by the Customer. The Parties will cooperate in good faith to reach an agreement. If this is not possible, the contracted services will cease.

 

  1. Responsibility

10.1 Digital Solution and the Customer will fulfill their respective obligations as indicated in this DPA and by the applicable data protection law.

10.2 The Customer will be fully responsible in case of non-fulfillment of the obligations referred to in the previous point 4.1 and of those indicated in the previous article 5.

10.3 Digital Solution will be totally responsible in case of non-fulfillment of the obligations referred to in the previous point 4.2 and of those indicated in the previous article 5, without prejudice to any Customer's liability.

10.4 The defaulting Party will be exonerated from any liability if it proves to be totally unrelated to the circumstance that caused the damage.

10.5 In cases where the Customer and Digital Solution are responsible for any damage caused in violation of a fulfillment provided for by this DPA, each Party will be held responsible for the entire damage to guarantee the effective compensation of the interested party. The Party that has taken full responsibility for the compensation for the damage suffered will have the right to request the other party involved for the compensation that corresponds to its part of responsibility for the damage in question.

 

  1. General provisions

11.1 If a single provision of the DPA is illegal, worthless, null, voidable or unenforceable, the rest of the DPA will continue to have full validity and effectiveness. The Parties will agree on an effective provision that reflects, as far as legally possible, the intentions of the Parties as precisely as possible.

 

 

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Contract's General Conditions

General Conditions for Business Driver
 Effective March 17, 2020

Welcome!

Business Driver is a professional software application offered in SaaS mode exclusively to companies and organizations, or to all natural or legal persons or partnerships with legal personality who act in the exercise of their entrepreneurial, commercial or professional activity.

Business Driver is a service offered by Digital Solution Srl with registered office in Rome, Via Archimede 207, VAT number and Tax Code 13873451002 ("Digital Solution").

These General Conditions regulate the relationship between Digital Solution and the subject ("Contractor") who signs this Agreement in the context of the supply of Business Drivers and Associated Applications (collectively, the "Services").

If the Contractor signs this Agreement on behalf of a company or other legal entity, the Contractor declares to have the authority to bind this entity ("Customer") to these General Conditions; in this case, any reference to the Contractor will be understood as referring to this entity.

By registering for the Service, the Contractor accepts these General Conditions and the following attachments which form an integral part of this Contract:

Annex 1 - Definitions of terms
Annex 2 - Information on the processing of personal data ("DPS")
Annex 3 - Agreement on data processing ("DPA")
Annex 4 - Technical and organizational measures ("TOM")

The definitions of the terms shown with the initial capital letter used in this document are given in Annex 1 - Definitions of the terms.

Content index

  1. Eligibility to subscribe to Business Driver
  2. Licensing and restrictions
  3. Customer obligations and responsibilities
  4. Confidentiality of data
  5. Assistance
  6. Updates and Developments
  7. fees
  8. Intellectual property
  9. indemnity
  10. Digital Solution responsibility
  11. Unilateral changes
  12. Availability, Interruption and Suspension
  13. Withdrawal
  14. Express termination clause
  15. Effects of the termination of the Contract
  16. Applicable law and exclusive forum
  17. Novative effect
  18. Tolerance
  19. Invalidity and partial ineffectiveness
  20. Personal data treatment

 

 

 

  1. Eligibility to subscribe to Business Driver

1.1. Business Driver is an application intended exclusively for companies and organizations, that is, for all natural or legal persons or partnerships with legal personality who act in the exercise of their entrepreneurial, commercial or professional activity. Business Driver is not intended for other subjects, in particular for consumers. A person under the age of 18 or considered a minor in their country of residence cannot register for Business Driver.

1.2. By accepting these General Conditions, the Customer declares to (i) have all the rights and powers necessary to conclude and give full and effective execution of the Contract and (ii) to use the Services as part of his business activity, artisanal, commercial or professional and that, therefore, the provisions of Legislative Decree 206/2005 to protect consumers do not apply to you. The Customer undertakes to provide Digital Solution with all the information necessary to allow a correct and complete fulfillment of the obligations assumed pursuant to this Contract.

1.3. The Customer undertakes to ensure that the provisions of the Contract are respected by each User, whether they are employees and / or collaborators. Also pursuant to art. 1381 of the Italian Civil Code, the Customer is considered exclusively responsible for the work of these subjects and also guarantees compliance with all applicable regulations, including those in tax and civil matters.

1.4. If Digital Solution reasonably believes that the indicated requirements are not met by the Customer or a User, without liability and in its sole discretion, Digital Solution has the right to suspend or cancel this User Account (s) and the related User Data and / or deactivate any parts, aspects or functions of the Business Driver or, as the case may be, terminate the entire Contract for just cause with immediate effect.

 

  1. Licensing and restrictions

2.1. Business Driver grants the Customer the non-exclusive, non-transferable, temporary, revocable, royalty-free right to use the Service worldwide ("License"), exclusively for internal corporate purposes, from any technically compatible device, in accordance with the terms and conditions of this Agreement. All rights not expressly granted are reserved rights of Business Driver and its licensors.

2.2. User licenses cannot be shared or used by more than a single User but can be reassigned, from time to time, to new Users who replace previous Users who may have ceased their occupation or have changed their working status or role and no longer use the Service.

2.3 Local availability may be limited. Business Driver may not be available in all countries or accessible from all countries or may be used in a certain location. The Customer is responsible for complying with the Laws applicable in his jurisdiction, State or Country and must not use Business Driver, in the event that such use involves a violation of the applicable Law. Digital Solution reserves the right to modify or disable Business Driver functions and functions and / or any related services, if this is necessary to comply with the local regulations in force. Digital Solution has the right to block access to Business Drivers from certain countries or jurisdictions. This limitation, modification or deactivation does not give the right to early termination of the Contract.

 

  1. Customer obligations and responsibilities

3.1. The Customer undertakes to pay Digital Solution the Fees due as required by the Order form.

3.2. The Contractor is required to know the identity of any registered or invited user. It is forbidden to allow the use of Business Drivers to subjects who have not been identified.

3.3. The Customer is required to keep and ensure that each User keeps their Access Credentials with the utmost confidentiality and diligence, obliging themselves not to transfer them or allow their use to third parties. If the Customer or the User has the reasonable suspicion that one or more passwords have been violated, he must inform the Assistance service without delay.

3.4. The Customer is aware of the fact that the knowledge of the Access Credentials by third parties would allow the latter to use unauthorized Business Drivers, the unauthorized use of the Services and access to any information stored therein. The Customer will in any case be held exclusively responsible for any use, authorized or otherwise, of Business Driver through the Access Credentials.

3.5. The Customer undertakes to independently acquire hardware and software, as well as adequate Connectivity in order to be able to access the Internet and use the Services exclusively for the purposes for which they are intended. It is forbidden to use Business Driver for the purpose of depositing, storing, sending, publishing, transmitting and / or sharing data, applications or IT documents that: (a) conflict with or violate the Privacy or Intellectual Property rights owned by Digital Solution and / or third parties; (b) have discriminatory, defamatory, libelous or threatening content; (c) contain pornographic, child pornography, obscene or otherwise contrary to public morals material; (d) contain viruses, worms, Trojan horses or other codes, files, scripts, agents or programs harmful to computers and software (e) constitute spamming, phishing and / or similar activities; (f) may interfere with the integrity or performance of the Service or the data contained therein; (g) are in any case contrary to the applicable regulatory and / or regulatory provisions.

 

  1. Confidentiality of data

4.1. Digital Solution pays close attention to the security and protection of such Personal Data. When entering into the Contract, the Customer also signs the Data Processing Agreement (DPA), which is based on a Data Controller model. The signing of the DPA is mandatory. With this document, the Customer also accepts that the conditions of the DPA and the Privacy Policy (DPS) will apply to each User of the Customer's Tenancy, also agreeing to take the appropriate measures to ensure that these conditions are also binding for them. .

4.2. Digital Solution will process the Personal Data provided only for the purpose of the Business Driver functioning and will delete such Personal Data from its systems if they are no longer necessary for the purpose in question, without prejudice to any data retention obligations in accordance with the applicable Laws.

 

  1. Assistance

5.1. Faced with the timely payment of the Fees, Digital Solution undertakes to provide the Customer with an Assistance service, in accordance with the timing and procedures published on the Business Driver website.

5.2. The Customer acknowledges and accepts that the Assistance service will be provided exclusively remotely, any direct intervention on the Customer's IT systems being expressly excluded.

 

  1. Updates and Developments

6.1. The Customer acknowledges that Business Driver is subject, by its very nature, to a constant technological and regulatory evolution which requires continuous and expensive updating, development and, in some cases, replacement activities, necessary in order to guarantee their functionality.

6.2 The Customer acknowledges and agrees that, where deemed appropriate at the unquestionable judgment of Digital Solution, the Updates and Developments may: (i) determine the modification or deletion of some features of the Software; (ii) consist of substitutions or migrations (even partial) of Business Drivers.

6.3. The Customer exonerates Digital Solution from any liability related to any damage deriving from potential Updates and Developments, unless such damage derives from willful misconduct or gross negligence of Digital Solution.

 

  1. fees

7.1. In the face of the supply of Business Drivers, the Customer undertakes to pay Digital Solutions the Fees indicated in the Order, according to the methods and timescales provided therein. In the absence of express provision in the Order, the Fees must be paid in advance of each deadline provided for by the subscribed subscription.

7.2. In the event of non-payment or delayed payment of any sum due pursuant to the Contract, the Customer will automatically lapse from the benefit of the term and interest on arrears will accrue on the sums due to the extent required by Legislative Decree 231/2002.

7.3. The Customer waives the right to propose exceptions without having previously fulfilled his payment obligations pursuant to this article 7.

 

  1. Intellectual property

8.1. Only Business Driver and, where applicable, its licensors, are owners of all rights, titles and interests, including all intellectual property rights and economic exploitation rights relating to Technology, Content and Business Driver Service, as well as any suggestions, ideas, requests for improvement, advice or other information regarding the Service, provided by the Contractor or by any other party. This Agreement does not constitute a sale and does not guarantee to the contracting party any property right on or connected to the Service or to the intellectual property rights of which Digital Solution is the owner.

8.2. The Business Driver name, the Business Driver logo, product names, logos, domain names and other distinctive signs however associated with the Services are trademarks of Digital Solution or third parties and no right or license to use them is granted.

8.3. The Customer undertakes, also pursuant to art. 1381 of the Italian Civil Code for each User, to use the Services within the limits of the License and in compliance with the Intellectual Property rights of Digital Solution or third parties.

8.4. The Contractor undertakes not to (i) license, sublicense, sell, resell, transfer, assign, distribute or exploit in any other way for commercial purposes, or make the Services available to any third parties in any way; (ii) modify or create derivative works based on the Services; (iii) perform "framing" or "mirroring" on any other wireless or Internet-based server or device; (iv) reverse engineer or access the Service for the purpose of (a) creating a competitive product or service, (b) creating a product using ideas, features, functions or graphics similar to those of the Services or (c) copying any ideas, features, function or graphics of the Services.

 

  1. indemnity

9.1. The Customer undertakes to indemnify and hold harmless Digital Solution from any damage, claim, responsibility and / or burden, direct or indirect and including reasonable legal costs, that Digital Solution should suffer or bear as a consequence of the Customer's default and / or a User of each of the obligations set out in the Contract and, in particular, of the provisions of article 3 (Customer's Obligations and Responsibilities).

 

  1. Digital Solution responsibility

10.1. Digital Solution does not issue express or implied declarations or guarantees that the Services are suitable to meet the specific needs of the Customer, that they are free from errors or that have functions not provided for in the technical specifications and in the related documentation.

10.2. Digital Solution cannot be held responsible for damages, direct or indirect, of any nature and extent, which may arise to the Customer and / or to each User and / or third parties as a consequence of the use of the Services in a manner not in compliance with the provisions of the Contract and / or applicable laws.

10.3. Digital Solution will not be in any way responsible for any malfunctions and / or failure to use the Services that derive from (i) inadequate Connectivity by the Customer, (ii) delays, limitation, malfunctions of the Internet and the infrastructure's communication lines Cloud or third party.

10.4. In no case can Digital Solution be held responsible for any damages or losses, of any nature or entity, deriving from the processing carried out by the Customer and / or each User through the Services, being in any case the Customer and / or User required to verify the correctness of such processing.

10.5. Digital Solution, without prejudice to the mandatory limits of the law, cannot in any case be held responsible for any damage (direct or indirect), cost, loss and / or expense that the Customer and / or third parties should suffer as a result of IT attacks, hacking activities and, in general, unauthorized and unauthorized access by third parties to the Data Center, Cloud Infrastructure, Business Driver and Connected Applications and, in general, to the Customer's IT systems and / or Digital Solution, from which the following consequences may arise, without claiming to be exhaustive: (i) failure to use the Services; (ii) loss of ownership data or in any case in the availability of the Customer; and (iii) damage to the Customer's hardware and / or software systems.

10.6. Except in the case of willful misconduct or gross negligence, the liability of Digital Solution can never exceed the amount of the Fees paid by the Customer pursuant to this Agreement in the last renewal period. Digital Solution cannot be held responsible for any loss of profit, loss of earnings or indirect damage, loss or damage of data, downtime, loss of commercial opportunities or other benefits, payment of penalties, delays or other responsibilities of the Customer towards third parties.

 

  1. Unilateral changes

11.1. All communications to the Customer relating to the Contract can be made to the email address provided during registration. It is understood that it will be the Customer's responsibility and responsibility to keep his / her contact details updated through the appropriate function present in the Software.

11.2. The Contract can be modified by Digital Solution at any time, by giving simple written communication to the Customer, also via the main Business Driver screen.

11.3. Any changes to the General Conditions are generally communicated to the Customer, or to the Administrator of a Tenancy, via email and via the main Business Driver screen with at least 4 (four) weeks' notice. If the entry into force of the new General Conditions is subsequent to the expiration of the Customer's subscription, the Customer may decide not to renew the subscribed subscription or to renew the subscription within the deadline through the online procedure. In case of renewal, the Customer accepts the new General Conditions and the changes made.

11.4. If the entry into force of the new General Conditions is prior to the expiry of a current subscription, the Customer has the right to withdraw within 15 days from the communication of variation, by sending a written request to [email protected] indicating the last day in to which the Services must be terminated. In this case Digital Solution will proceed, in the following 30 days, to make a pro-rata refund to the Customer for the unused days.

11.4. In the absence of exercise of the right of withdrawal by the Customer, in the terms and in the ways indicated above, the changes to the Contract will be considered definitively known and accepted by the latter and will become definitively effective and binding.

 

  1. Availability, Interruption and Suspension

12.1. Business Driver declares and warrants that it will provide the Service in a manner consistent with the general industry standards reasonably applicable to such provision and that the Service will function substantially in accordance with the Business Driver online documentation during normal use and under normal circumstances. Digital Solution will make every reasonable effort to ensure maximum availability of the Services.

12.2. However, the Customer acknowledges and accepts that Digital Solution may suspend and / or interrupt the supply of the Services, upon written communication to the Customer, should routine or extraordinary maintenance work be necessary to the Data Center and / or the Cloud Infrastructure and / or the software itself. In such cases, Digital Solution undertakes to restore the availability of the Services in the shortest possible time.

12.3. Except as provided in paragraphs 12.4 and 12.1, Digital Solution also reserves the right to suspend or interrupt the supply of the Services and access to the Customer, to each User or to prevent access to the data stored there:

(a) in the event of non-payment or delayed payment, in whole or in part, of the Fees;

(b) if there are security and / or confidentiality reasons;

(c) in the event of breach by the Customer and / or each User of the legal obligations regarding the use of IT services and the Internet;

(d) if it becomes aware of a violation of the provisions of article 3;

(e) if an express request to that effect is made by a court or administrative body on the basis of current regulations;

(f) in the event that problems occur to the Data Center and / or to the Cloud Infrastructure and / or to the Software that cannot be remedied without suspending the related access, including the hypothesis of relative replacement and / or even partial migration.

12.4. In any case of interruption or suspension of services, Business Driver will make every reasonable effort to provide the Customer, where possible with adequate notice, a communication relating to the suspension and the expected recovery times.

 

  1. Withdrawal

13.1. Digital Solution reserves the right to withdraw from this Agreement at any time, by notifying the Customer via email and / or via the Business Driver login screen to be sent to the Customer with at least 4 (four) weeks' notice.

13.2. In the event that Digital Solution exercises its right of withdrawal for reasons other than those referred to in paragraph 14 below, the Customer will be entitled to the refund of the fee for the period of non-use of the Services, if it has already been paid.

13.3. Digital Solution also reserves the right to withdraw from the Contract even in the event that the Customer is seriously in default with reference to any of the possible further contracts concluded between the same Customer and Digital Solution.

 

  1. Express termination clause

14.1. Without prejudice to compensation for damage, Digital Solution reserves the right to terminate the Contract pursuant to art. 1456 of the Italian Civil Code following the sending of a simple written communication in the event of failure by the Customer and / or each User to fulfill even one of the provisions: 1 (Eligibility to subscribe to Business Driver), 3 (Customer Obligations and Responsibilities) , 7 (Fees), 8 (Intellectual Property).

14.2. Without prejudice to the obligation for the Customer to pay the Fees referred to in article 7, Digital Solution, in the event of default by the Customer and / or each User to one of the obligations referred to in paragraph 3, it also reserves the right to stop supplying the Services at any time. In this case, Digital Solution will communicate to the Customer the intention to interrupt the supply of the Services, inviting the Customer, where possible, to remedy the breach within a certain term. In any case, the Customer is obliged to pay the amount due even in the event of interruption of the supply of the Services.

 

  1. Effects of the termination of the Contract

15.1. In the event of termination of the Contract, for any reason, Digital Solution will immediately and definitively cease the supply of the Services.

15.2. Without prejudice to the provisions of paragraph 16.1, following the termination of the Contract, for any reason, the Customer will have the right to download his data, documents and / or contents in the manner indicated by Digital Solution.

15.3. Without prejudice to different agreements between the Parties and the mandatory legal limits, where the Customer has not downloaded or requested the return of the data, documents and / or contents within the term referred to in paragraph 16.2, Digital Solution will have the right to permanently delete them .

15.4. In any case, it is understood that the following provisions will survive the termination of the Contract, for any reason: 3 (Obligations and Responsibilities and customer declarations), 4 (Confidentiality of data), 7 (Considerations), 8 (Intellectual Property), 9 (Indemnity), 10 (Responsibility of Digital Solution), 17 (Applicable law and exclusive forum), 18 (Novative effect), 19 (Tolerance), 20 (Invalidity and partial ineffectiveness).

 

  1. Applicable law and exclusive forum

16.1. This Agreement is subject to the laws of the Italian Republic, regardless of the choice or conflict of legal clauses of any jurisdiction, and any dispute, action, complaint or cause of action arising from or related to this Agreement or the Service, will be subject to jurisdiction exclusive of the Forum of Rome, Italy.

 

  1. Novative effect

17.1. This Agreement replaces any previous or contemporaneous negotiation, discussion or agreement, whether written or oral, between the Parties for the use of the Services, which are considered absorbed and exhaustively exceeded by the provisions of the Contract.

 

  1. Tolerance

18.1. Any omission to assert one or more of the rights provided for in the Contract cannot however be understood as definitive renunciation of these rights and will therefore not prevent the punctual and rigorous fulfillment of them at any other time.

 

  1. Invalidity and partial ineffectiveness

20.1. Any invalidity or ineffectiveness of any of the agreements of the Contract will leave intact the other agreements legally and functionally independent, except as provided for by art. 1419, first paragraph, cc

 

  1. Personal data treatment

20.1. With reference to the processing of personal data of third parties entered or otherwise processed by the Customer through the Software ("Third Party Personal Data"), the Parties acknowledge and agree to comply with the provisions of the GDPR.

20.2. The Customer must indemnify and hold harmless Digital Solution from any prejudice, burden, sanction or claim that Digital Solution should suffer or receive due to the breach by the Customer of the established obligations (including for what concerns any claims or requests by the interested parties or third parties and the related legal defense costs). Digital Solution, in any case, cannot be held responsible for any deficiency, deficiency or incorrectness of the instructions given by the Customer regarding the processing of Third Party Personal Data or for the failure to adopt technical-organizational security measures relating to the own staff.

20.3. The personal data of the Customer, or of the Customer's staff collected and processed by Digital Solution for purposes and with its own methods and whose treatment, therefore, Digital Solution is the Owner pursuant to the GDPR ("Customer Personal Data"), will be processed by Digital Solution in accordance with what is reported in the information issued by Digital Solution pursuant to article 13 of the GDPR.

20.4. The Parties agree that Digital Solution may proceed with the processing and use of purely statistical information, on an aggregate basis, collected in relation to the use of the Services by the Customer, including information relating to the meta-data associated with the documents, for the purpose of study and statistics. For this purpose, the Customer grants Digital Solution a non-exclusive, perpetual, irrevocable license, valid worldwide and free of charge, to use this information for these purposes.

20.5. The Parties recognize that the execution of the Services may entail the processing by Digital Solution of personal data owned by the Customer or of which the Customer has been appointed, in turn, responsible for the processing by the legitimate owner ("Third Beneficiary") . In this regard, the Parties acknowledge that Digital Solution will act in relation to these treatments as Data Processor.

 

ENGLISH VERSION WILL BE AVAILABLE SOON

Allegato 1 – Definizione dei termini

 

Nelle Condizioni Generali per Business Driver, i termini e le espressioni di seguito elencati, quando riportati con iniziale maiuscola, devono intendersi con il significato ad essi attribuito nel presente allegato.
I termini indicati al singolare si intendono anche al plurale e viceversa.

Aggiornamenti e Sviluppi: significa tutti gli aggiornamenti, adattamenti, sviluppi, migliorie e modifiche in genere apportate da Digital Solution e/o dai terzi titolari ai Servizi. Gli Aggiornamenti e Sviluppi non comprendono quelli resi necessari dalla modifica, integrazione, abrogazione o emissione di leggi, decreti, regolamenti, direttive, ordini o decisioni, italiani, comunitari o stranieri che, a insindacabile giudizio di Digital Solution, abbiano un impatto significativo sull’operatività e/o sui costi di Digital Solution e/o sulla struttura dei Software o apportino modifiche sostanziali o strutturali alla normativa in vigore alla data del Contratto.

Amministratore della Tenancy (o Tenant): si riferisce ad un Utente al quale è stato concesso l’accesso alla console di amministrazione del Cliente per Business Driver. L’Amministratore della Tenancy può creare e invitare altri Utenti nella Tenancy, modificare i livelli di accesso al Software, gestire le sottoscrizioni a Business Driver. Il primo Amministratore della Tenancy viene creato in automatico all’atto della registrazione a Business Driver insieme al Contatto del cliente.

Applicazioni Collegate: significa tutte le funzionalità aggiuntive ovvero le applicazioni utilizzabili all’interno di Business Driver che abbiamo un proprio marchio commerciale o che non rientrano nelle funzionalità previste dalla versione base di Business Driver. A titolo semplificativo e non esaustivo sono da intendersi Applicazioni Collegate anche “Legal Driver” e “BookingPlat”.

Assistenza: significa il servizio di supporto tecnico volto a suggerire al Cliente, su richiesta di quest’ultimo e laddove possibile, soluzioni tecniche per assicurare la corretta fruizione dei Servizi.

Business Driver: definisce, collettivamente, il Servizio ed la relativa unità di business della società Digital Solution Srl (P.I. IT13873451002) con sede in Roma, Via Archimede, 207 00197 Roma, Italia che si occupa di erogare il Servizio e l’Assistenza.

Cliente: significa la società indicata nell’Ordine.

Contraente: significa persona fisica che agisce per conto di un entità giuridica nella sottoscrizione del Contratto. Il Contraente ricoprirà il ruolo di Amministratore della Tenancy e di Contatto del cliente.

Connettività: significa la connessione al Data Center effettuata dal Cliente mediante collegamento a una rete di telecomunicazioni o a internet.

Contratto: significa le presenti Condizioni Generali e Termini di Servizio, i relativi allegati, le eventuali Condizioni Integrative, l’Ordine, gli eventuali moduli di registrazione e adesione ai Servizi sottoscritti dal Cliente.

Corrispettivi: significa le somme, indicate nell’Ordine, che il Cliente corrisponderà a Digital Solution in ragione della fornitura dei Servizi.

Credenziali di Accesso: significa il sistema di autenticazione attraverso il quale è possibile accedere e utilizzare il Software, inclusi i codici di identificazione e le chiavi di accesso forniti da Digital Solution al Cliente ed associati a ciascun Utente e gli eventuali token.

Data Center: significa i centri servizi che ospitano i server interconnessi, di proprietà di Digital Solution o di terzi, sui quali risiede l’Infrastruttura Cloud.

GDPR: indica il Regolamento generale europeo sulla protezione dei dati del 27 aprile 2016 n. 679.

Gruppo Digital Solution: indica Digital Solution S.r.l. (con C.F. e P. IVA n. IT13873451002) con sede in Via Archimede, 207 00197 Roma (Italy) e tutte le società direttamente o indirettamente controllate da, o collegate a, Digital Solution ai sensi dell’art. 2359 c.c.

Infrastruttura Cloud: significa il sistema cloud di titolarità di Digital Solution o di terzi che ospita Business Driver e le Applicazioni Collegate.

Legislazione in materia di Protezione dei Dati Personali: indica il GDPR, e ogni eventuale ulteriore norma e/o regolamento di attuazione emanati ai sensi del GDPR o comunque vigenti in Italia, nonché ogni provvedimento vincolante che risulti emanato dalle autorità di controllo competenti in materia (es. Garante per la protezione dei dati personali) e conservi efficacia vincolante (ivi inclusi i requisiti delle Autorizzazioni generali al trattamento dei dati sensibili e giudiziari, se applicabili e ove mantengano la propria efficacia vincolante successivamente al 25 maggio 2018).

Licenza: ha il significato di cui al paragrafo 8.2.

Ordine: significa il modulo, in formato elettronico o cartaceo, compilato e accettato (anche on-line) dal Cliente e contenente alcuni termini e le condizioni specificamente applicabili ai Servizi indicati nell’Ordine medesimo. Resta inteso che in caso di discordanza tra i termini e le condizioni indicate nell’Ordine e le disposizioni delle Condizioni Generali e/o delle Condizioni Integrative, prevarranno le disposizioni dell’Ordine.

Parti: significa, congiuntamente, Digital Solution e il Cliente.

Partner: significa il/i soggetto/i individuato/i da Digital Solution e che collabora/no con quest’ultima allo scopo di erogare al Cliente i Servizi e/o l’Assistenza.

PEC: significa posta elettronica certificata.

Proprietà Intellettuale: significa ogni diritto di proprietà intellettuale e/o industriale, registrato o non registrato, in tutto o in parte, ovunque nel mondo, quali - a titolo esemplificativo e non esaustivo - marchi, brevetti, modelli di utilità, disegni e modelli, nomi a dominio, know-how, opere coperte dal diritto d’autore, database e software (ivi inclusi, ma non limitatamente a, le sue derivazioni, il codice sorgente, il codice oggetto e le interfacce).

SaaS: significa Software-as-a-Service.

Servizio definisce la versione specifica di Business Driver ovvero le Applicazioni Collegate identificati durante la procedura di ordinazione, offerti in modalità SaaS e accessibili dall’indirizzo https://login.businessdriver.pro o un altro Url designato, ai quali il Contraente può accedere ai sensi del presente Contratto, inclusi software, hardware, prodotti, processi, algoritmi, interfacce utente, know-how, tecniche, progetti e altro materiale o informazione tangibili o non tangibili.

Software: significa i prodotti software di titolarità di Digital Solution o di terzi, ovvero Business Driver e le Applicazioni Collegate, eventualmente aggiornati e/o modificati a seguito degli Aggiornamenti e Sviluppi.   

Tenancy o Tenant: si intende l’ambiente operativo separato logicamente sulla piattaforma di Business Driver destinato al Cliente e ai suoi Utenti.

Utente: definisce i dipendenti, rappresentanti, consulenti, soci, utenti del Contraente da quest’ultimo autorizzato a utilizzare il Servizio ovvero la specifica Tenancy del Cliente.

 

 

 

 

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