Hubenture is a Digital Transformation Company that helps Companies redesign their business models and grow with customized IT solutions and digital products;
Hubenture declares that it possesses and has the availability of all authorizations, licenses, permits and/or anything else, nothing excluded and excepted, required to perform the activities inferred in the Contract;
UTOPIA is a Software created and developed by Hubenture to adapt privacy management to the EU Regulation 2016/679 aimed at Privacy Consultants and Freelancers i.e. for Companies and Public Administrations.
These Terms & Conditions, together with the Economic Conditions, the Security Policyand theData Processing Agreementex art. 28 Regulation (EU) 2016/679 (hereinafter"GDPR"), integral parts of the Agreement, govern the use of the license of UTOPIA by the Customer;
The Software is licensed in the "FREE TRIAL", "ESSENTIAL", "PRO and PRO PLUS" and "ONE and ONE PLUS" versions, which differ in the functionalities made available to the Customer.
By signing the Agreement for the license of use of UTOPIA, through specific flag during the registration and purchase procedure, the Customer declares his intention to use the Software and its possible new releases within the scope of his economic or professional activity.
The Parties agree that the following terms used in the Contract, shall have the meanings indicated, it being understood that singulars include plurals and vice versa:
The premises and attachments form an integral and substantial part of these Terms and Conditions of the Contract.
3.1. The purpose of the Agreement is to grant to the Customer the license to use the Software in an as-a-service mode, of which the Supplier is and remains the exclusive owner and proprietor, for the Term, against the Fee, within the limits set forth in theTerms and Conditionsof Use and theEconomic Conditionsaccepted by the Customer at the time of activation of the license.
3.2. The Software is granted on a non-exclusive, non-transferable, non-assignable and non-sublicensable basis, including service levels and evolutionary developments; it does not include for the Customer the right to obtain the Software in source format, nor to dispose of the related logical or design documentation.
4.1. Activation of the license to use the Software shall commence on the date of acceptance of the Agreement by the Customer, with simultaneous creation of the customized domain, via the online registration procedure found on the Site.
4.2.The activation of the license to use the Software may take place following acceptance by the Customer, by selecting the appropriate spaces called "checkboxes" on the Site, of the following documentation: TheTerms & Conditions and theData Processing Agreementex art. 28 GDPR
4.3. The Customer undertakes, in the selection of the customized domain at the time of activation of the Software license, not to register and/or use company or trade names, trademarks and/or service marks or certification marks that contain, even partially, distinctive signs of third parties or that otherwise may cause prejudice, may harm the image and/or reputation or may create confusion and/or association with other trademarks and/or intellectual or industrial property rights of third parties.
5.1. Customer will be able to use the Software by accessing its domain with the login credentials it chose when it activated its license to use the Software.
5.2. The Customer is obliged to keep the access credentials in the strictest confidence and with the utmost diligence, and is obliged not to give them or allow their use to third parties not expressly authorized by the Supplier.
5.3. The Supplier shall under no circumstances be held liable for any direct and/or indirect damage that may be caused to the Customer as a consequence of the Customer's failure to comply with the provisions of this Article 5.
6.1. The Customer has the option of activating a free trial use license of the Software in the ONE PLUS or PRO PLUS versions by means of an online registration procedure found on theSite.
6.2. The Duration of the trial use license of the Software is 14 days from activation.
6.3. After the expiration of the term referred to in 6.2 above and without the Customer having proceeded to purchase a paid version of the Software by associating it with his/her Organization, the FREE TRIAL Version shall be replaced by the ESSENTIAL Version.
7.1 The Customer, as an Owner User, may at any time create additional User types, having different privileges and functionality within the Software. The generation of the User allows to create an access to the Software to a different person, who, through its own credentials, will be able to use the functionalities of the Software in relation to the chosen User type.
7.2. The Customer, as an Owner User has the following privileges within the Software:
7.2.1. Custom domain creation;
7.2.2. Creating Administrator, Contributor and Basic Users;
7.2.3. In relation to PRO and PRO PLUS version, add or purchase new Organizations;
7.2.4. Destroying your own domain.
7.3. With the exception of the ESSENTIAL Version, the Customer has the option at any time to create the following types of Users:
7.3.1. Administrator, who may:
7.3.1.1. Access the Organization present in the Software;
7.3.1.2. Create additional Administrator Users who have access to the Organization;
7.3.1.3. Create Contributor Users and Basic Users.
7.3.1.4 With respect to the Pro and Pro Plus Versions, with the exception of Customer's Organization, Customer acknowledges and agrees that the Administrator User may not be created and/or transferred to users belonging to the Organizations surveyed within the Software and/or third parties,
7.3.2. Contributor, who may:
7.3.2.1. Access specific sections of the Organization on which the Owner User or Administrator User has granted him/her authorization;
7.3.2.2. Modify specific sections of the Organization and request approval from the Owner User or Administrator User.
7.3.3. Base, who may:
7.3.3.1 Access and modify specific sections of the Organization on which the Owner User or Administrator User has granted him/her approval
7.4. The Customer, in addition to the types of User referred to in the preceding paragraph and in relation to the PRO and PRO PLUS Version of the Software, may request the Provider to create a:
7.4.1. Master Consultant User, who may:
7.4.1.1. Access specific Organizations over which the Owner User has granted him/her authorization;
7.4.1.2 Create Contributing Users and Basic Users in relation to the Organizations to which he/she has access.
7.5. The Customer, in relation to the PRO and PRO PLUS Version of the Software, may at any time request from the Supplier, by written notice, the creation of one or more Master Consultant Users.
7.6. The cost of creating a Master Consultant User, with the characteristics set forth in Section 7.4 above, is not included in the Software License Fee.
7.7. The Customer, at any time, may proceed to the deletion of Users it has created.
7.8.Customer agrees to indemnify and hold Provider harmless from any claims, demands or threats relating to or arising from the use or misuse resulting from the generation and/or deletion of Users, in the manner set forth in this Article 7, or relating to or arising from User's use of the Software, within the terms provided by applicable law.
7.9. From the date of the creation of the Master Consultant User, the Customer may not, either directly or indirectly and, in particular, through sales dealers, distributors, agents, collaborators, representatives or, in any event, intermediaries, or through third parties, grant for use, transfer, assign or license the Master Consultant User to third parties, assuming the obligation to allocate the Master Consultant User and its functionalities and privileges within the Software to the scope of its own economic or professional activity and for mere internal organizational use.
8.1. The Supplier agrees to make Customer Care service available to the Customer in accordance with the timelines and procedures published on the Site.
8.2.The Customer acknowledges and accepts that the Customer Care service will be provided exclusively remotely, any direct intervention on the Customer's computer systems being expressly excluded.
9.1. The Supplier undertakes to:
a.grant the Customer the use of the Software on the terms and conditions defined in the Contract;
b.ensure compliance with the applicable provisions of Law and in particular those pertaining to the Protection of Personal Data as set forth in the GDPR and Legislative Decree No. 196/2003 as amended;
9.2. The Customer undertakes to:
a.use the Software in compliance with theTerms and Conditionsof use and exclusively for the purposes for which it is intended;
b.pay to the Supplier the Fee in the terms provided by theEconomic Terms and Conditionsin relation to the chosen version of the Software;
c.to independently equip itself with hardware and software equipment, as well as adequate connectivity in order to be able to access the web domain and use the Software;
d.not to produce or develop, directly or indirectly, software products similar, with similar application and/or functional characteristics, or competing with the one covered by the Contract. The Customer shall not provide third parties with technical and developmental indications of the Software that could be illicitly used for the reproduction or development of similar software.
e. to promptly notify and inform the Supplier of any situation of illegitimate use of the Software of which it becomes directly or indirectly aware, providing the Supplier with any information, including documentary information in its possession.
f. not transfer the license to use the Software to third parties as well as to companies that may be controlled by and/or related to the Customer, either in whole or in part.
g. not assign, in whole or in part, the Contract.
10.1. The Customer by acceptance of the Contract is obligated to pay the Fee in favor of the Supplier as provided in theEconomic Conditionswith reference to the version of the Software chosen by the Customer and associated with its Organization.
10.2. The payment of the Fee by the Customer shall be made at the same time as the activation of a paid license of the Software associated with an Organization and, in case of renewal, on the renewal date of the Contract in the manner set forth in Article 13 (Term and Renewal) below.
10.3. The Fee shall be exclusive of V.A.T. and any other statutory charges.
11.1. The Customer is without prejudice to the possibility of choosing a higher version (so-calledupgrade) of the Software than previously purchased.
11.2. The Customer's choice to activate a different version of the Software may result in an increase in the Fee depending on theEconomic Conditionsprovided for the new version. The change of the version of the Software to a higher one may be made by the Customer at any time. The Term shall commence upon payment of the Fee provided for the new version. On the Expiration Date, the Agreement for the new version of the Software will renew in accordance with the provisions of Article 13 (Term and Renewal).
11.3. The amount of the Fee paid by the Customer and not enjoyed as a result of the upgrade of the Software will be deducted from the Fee for the new version chosen by the Customer.
12.1. Customer has the right to choose the payment method in relation to the version and License Term of the Software.
12.2. The payment of the Fee by the Customer may be made by SEPA transfer or by online payment by credit card. In either case, following 4 (four) unsuccessful payment attempts, the Software license activated by the Customer and related to its Organization will be changed to the ESSENTIAL Version until the actual payment of the Fee.
12.3. Supplier will invoice for the Fee by day 15 (fifteen) of the month following Customer's purchase or renewal of the license to use the Software.
13.1. In case of non-payment or delayed payment of the Fee within the term of 10 (ten) days from the relevant due date, the Supplier shall suspend the supply of the Software in the version used by the Customer and replace it with the ESSENTIAL Version.
13.2. In the event of use of the Software in violation of the obligations under the Contract or the obligations of the Law, the Supplier reserves the right to suspend the supply of the Software without notice.
13.3 Suspension of the license to use the Software pursuant to Articles 13.1 and 13.2 above shall not suspend the effectiveness of the Contract. Therefore, the Customer's obligation to pay the Fee on the agreed due dates remains unaffected.
13.4. In the event of suspension of the license to use the Software in accordance with Articles 13.1 and 13.2 above, the Customer shall be obliged to pay to the Supplier any and all charges and expenses incurred by the latter for the reactivation of the license to use the Software, without prejudice to the right to compensation for greater damages.
13.5 The Supplier's liability for any direct or indirect damages suffered by the Customer as a result of the suspension of the services referred to in Articles 13.1 and 13.2 above shall be excluded.
14.1 Except as provided in Article 6 (UTOPIA FREE TRIAL), the Agreement shall be for a term of 1 (one) year or 1 (one) month from the date of acceptance of the Agreement and payment of the Fee in relation to the version of the Software chosen by Customer and associated with its Organization.
14.2 Any new Organization created by Customer within its domain will be initially licensed in the ESSENTIAL Version. The Term of the license to use the Software and the Agreement will commence on the date of payment of the Fee for the version of the Software associated with the new Organization.
14.3 On the Expiration Date, the Agreement shall be deemed to be tacitly renewed for the same Term as chosen by You from time to time, unless You indicate Your intention not to renew it using the appropriate feature provided within the Software. To terminate the Agreement, the Customer may at any time log in to its domain and access "Subscription > Manage Organizations", click on the "cancel" button and confirm its choice.
14.4 In the event that the Customer exercises the right referred to in the preceding article, on the Expiration Date the version of the Software chosen by the Customer will be replaced by the ESSENTIAL Version, in the manner set forth in Article 15 below (Effects of Termination).
15.1. The Supplier reserves the right to terminate the Contract at any time and without any obligation to give reasons, by giving written notice to the Customer, with at least 30 (thirty) days' notice in the case of an Annual Fee or 15 (fifteen) days' notice in the case of a Monthly Fee, except in the case of events determined by force majeure, pursuant to which the Supplier reserves the right to terminate this contract with immediate effect in the manner set forth in Article 19 below (Force Majeure).
15.2 The Customer, in the event of withdrawal of the Supplier pursuant to Article 15.1 above, shall be entitled to reimbursement of the amount of the Unused Fee except if one of the cases provided for in Article 15.3 below occurs
15.3. The Supplier may terminate the Contract with immediate effect, ex. art. 1456 Civil Code, by giving written notice to the Customer by means of PEC if the latter:
15.3.1. defaults in the payment of the Consideration to the Supplier;
15.3.2. manipulates or modifies the facilities of the Software licensed for temporary use;
15.3.3. violates the obligations set forth in the Agreement in Articles: 4 (License Activation), 5 (Access Credentials), 8.9 (Customer Obligations), 11 (Software Version Change), 13 (Software Suspension), 17 (Confidentiality and Privacy), 18 (Liability and Indemnification) and 19 (Industrial and Intellectual Property)
16.1 Upon termination of the Agreement, for any cause whatsoever, the license of the Software in the version chosen by the Customer will be automatically replaced by the ESSENTIAL Version;
16.2. The Customer acknowledges that following the termination of the Agreement, the conditions set forth in theData Processing Agreementex art. 28 GDPR will apply.
16.3 Without prejudice to the provisions of paragraphs 16.1 and 16.2 above, following the termination of the Contract, for whatever reason occurred, the Customer shall be entitled to use the Software in the ESSENTIAL Version for a period of 90 (ninety) days from the Expiry Date.
16.4 Notwithstanding any other agreement between the Parties and the mandatory legal limitations, where the Customer has not purchased or renewed a license for the Software within the term set forth in Article 16.3, and where the Customer has not exercised the right to return or delete the data as provided in Article 16.2, the Supplier shall have the right to permanently delete the data.
17.1. The Parties recognize and mutually acknowledge that all the information of which they will become aware in the execution of the Contract (Confidential Information) is of a confidential and reserved nature and, therefore, they undertake not to use it or disclose it to third parties, in any way and by any means, for purposes other than those set forth in the Contract, except as required by Law and/or on the basis of a legitimate order by the Judicial Authority, without prejudice to the obligation of prior disclosure to the other Party in any case. The foregoing obligation of confidentiality does not apply to information that is in the public domain.
17.2 Each Party to this Agreement shall process the personal data of the other Party's natural persons in accordance with the principles established by the GDPR and Legislative Decree No. 196/2003 as updated by Legislative Decree No. 101/2018. Each Party, with respect to the data that are disclosed and pertaining to the other Party's natural persons, acts as the Data Controller of operation and has the responsibility and ability to demonstrate compliance with the principles established by the regulations on operation of personal data. Each Party shall process, manually or electronically, personal data of natural persons of the other Party in a manner that ensures adequate security of such personal data. The processing of personal data by each Party is necessary for the performance of this Agreement. Such data will be retained for a period of time limited to the performance of this Agreement; thereafter, it will be destroyed unless a specific retention obligation is required under regulations in effect at the time of entering into this Agreement. Individuals of each Party may exercise their rights under the GDPR by sending an email to the following addresses:privacy@dilaxia.comanddpo@dilaxia.com;
17.3. With respect to personal data processed by the Customer through the use of the Software, the Supplier will act as the Data Processor of operation under the conditions set forth in theSecurity Policydocument and theData Processing Agreementex art. 28 GDPR, which are integral parts of the Agreement.
18.1. Supplier agrees to indemnify and hold Customer harmless, without reservation or exception, from any claims brought by third parties who:
18.1.1. claim that the Software infringes its own or any third party's patent, copyright or trademark rights;
18.1.2. believe that the Software infringes any applicable Laws or regulations or any third party's rights.
18.2. The Customer undertakes to notify the Supplier by written notice in the event of any reports, disputes, complaints that may be received and relating to the Software covered by the Contract.
18.3. The Customer acknowledges that the Software is supplied at the state of the art and nothing will be due for functionalities other than those present on the date of signing the Contract and undertakes to relieve and indemnify the Supplier from any and all claims, demands and requests of third parties however connected with and consequent to the use of the Software.
18.4 The Customer shall hold the Supplier harmless as to the completeness, accuracy and/or adequacy of the data entered by the Customer. The latter, therefore, is obliged to evaluate and verify the contents in all their parts being solely responsible for the accuracy of the entries and the results obtained from their use. The Supplier assumes no responsibility for the content and/or correctness and/or completeness of the information and/or data entered into the Software.
18.5.The Supplier shall not be liable for delays, malfunctions, and/or interruptions in the performance of this Agreement due to events not directly attributable to Supplier's willful misconduct or gross negligence, caused by, but not limited to:
18.5.1. unforeseeable circumstances or force majeure,
18.5.2. negligence or inexperience of third parties or of the Customer,
18.5.3. tampering with or intervention in or modification of the Software carried out by the Customer or by third parties not authorized by the Supplier,
18.5.4. any difficulty, defect, anomaly, discontinuity, inability to access and/or use the Software arising from and/or otherwise related to the hardware and software equipment of its strategic Subcontractors or the connection through the provider chosen by the Customer,
18.5.5. proper functioning of the telephone network or devices that constitute the Internet network.
18.5.6. incorrect or improper use of the Software by the Customer or not in accordance with the instructions given by the Supplier,
18.5.7. non-compliance with or violation of legal regulations attributable to the Customer, including the regulations on the Protection of Personal Data;
18.6. The Customer indemnifies the Supplier for the suspension and/or interruption of access to the Software connected with and/or dependent on maintenance and updating operations.
19.1. The Parties acknowledge that the Software granted for use by the Customer preexists the formulation of the Contract and is the exclusive property of the Supplier. Any innovations or customizations that may be made to the Software, even at the Customer's specific request, shall always be construed as modifications to the Software itself, which shall remain the exclusive property of the Supplier.
19.2. The Software and all related rights, including those in trademarks, patents, copyrights or other rights of any nature in the Software, shall remain the exclusive property of Supplier and shall be protected by intellectual and/or industrial property laws.
19.3. The Customer undertakes to preserve unaltered any distinctive sign affixed to the Software and not to allow any extraneous third party to use it occasionally or reproduce it in any form whatsoever. It is therefore expressly forbidden for the Customer to exhibit the Software to third parties and allow its use unless it is essential for the proper execution of the Contract itself and without this constituting any limitation of the confidentiality obligations of the Parties.
19.4 The Customer shall not have the right to access the source code of the Software. The Customer undertakes not to carry out on the Supplier's Software any reverse engineering, decoding, decompilation, decomposition or modification activities and not to incorporate them in whole or in part into third party programs without the prior authorization of the Supplier.
19.5 For the purpose of the performance of the Contract, the Supplier grants the Customer a non-transferable and non-exclusive license to use the Software, it being understood in any case that the Customer shall not copy, modify, make software derived from or in any way attempt to discover any source code, sell, assign, sublicense, confer or transfer to third parties any right in the Supplier's Software.
20.1 The Parties shall not be liable for non-performance or incorrect performance if this is due to force majeure.
21.2 Force majeure shall mean all those events beyond the control of the Parties that totally or partially prevent the proper performance of the Contract. Examples include but are not limited to: war, guerrilla warfare, riots, floods, strikes, blackouts, seismic events, weather events, or major health emergencies.
22.3 A Party that cannot fulfill its contractual obligations due to a force majeure event shall inform the other Party within 2 (two) days of the occurrence of the force majeure event specifying in writing the facts and circumstances that gave rise to the force majeure event.
21.1 Any communication to be made under the Contract must be made in writing and will be considered valid where made by PEC where required or by e-mail.
21.2 In order to contact the Supplier, the Customer may write to the email address commerciale@hubenture.com or PEC hubenturesrl@pec.it or telephone 051/0391000 or write to Hubenture S.r.l. with registered office in Castel Maggiore (BO), Via Bonazzi 2, P. I.V.A. no. 04217371204.
21.3. The Supplier may communicate with the Customer at the contact details provided by the Customer at the time of activation of the Software license.
22.1 By signing the Agreement, Supplier is authorized, unless expressly denied in writing by Customer, to use Customer's trademark or logo exclusively as a reference within the Site.
22.2. Supplier's use of Customer's trademark or logo is for the purpose of brand awareness and promotion of Software's professionalism, reliability and competitiveness in relation to Customer partnerships.
22.3. Supplier shall not in any case make any use or device act other than those provided for in this Article, in any form or manner, including web-based reproduction for uses other than those specified above.
22.4. The authorization to use the Customer's trademark or logo shall be understood to be free of charge.
23.1 For any dispute relating to the validity, effectiveness, interpretation and execution of the Contract the Court of Bologna shall have exclusive jurisdiction.
23.2. Italian Law shall apply solely and exclusively to the Contract.
24.1 The Terms and Conditions and the Software Fee may be amended by the Supplier at any time by giving at least 15 (fifteen) days' notice by email to the Customer.
24.2. Changes in the Terms and Conditions and/or the Fee shall be implemented by the Supplier as of the End Date of the Contract with the Customer.
24.3 In the assumptions referred to in the preceding points, the Customer shall have the right to withdraw from the Contract in the manner set forth in Article 13.4 (Term and Renewal). In the absence of exercise of the right of withdrawal by the Customer, the amendments to the Contract shall be deemed to be finally known and accepted by the latter and shall become finally effective and binding.
25.1 Any ineffectiveness and/or invalidity, in whole or in part, of one or more of the clauses of the Contract shall not result in the invalidity of the others, which shall be deemed fully valid and effective.
25.2 Any failure to enforce one or more of the rights provided for in the Contract shall not, however, be construed as a definitive waiver of such rights and shall not, therefore, prevent the timely and strict performance thereof from being demanded at any other time.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code the Customer declares that he/she knows and specifically approves the provisions of Articles 3 (SUBJECT OF THE CONTRACT), 5.3 (ACCESS CREDENTIALS), 8 (OBLIGATIONS), 9 (CORRESPECTIONS), 10 (SOFTWARE VERSION CHANGE), 13 (SOFTWARE SUSPENSION), 14 (DURATION and RENEWAL), 15 (CONTRACTOR'S WITHDRAWAL), 16 (EFFECTS OF WITHDRAWAL), 18 (LIABILITY AND INDEMNITY), 23 (COMPETENT COURT OF JURISDICTION and APPLICABLE LAW) and 24 (UNILATERAL AMENDMENTS)
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