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 this Agreement is to grant the Customer a license to use the Software on an “as a service” basis, of which the Supplier is and remains the sole owner and holder, for the Term, in exchange for the Fee, subject to the limitations set forthin the Terms and Conditions ofUse andthe Financial Terms acceptedby the Customer upon 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 future enhancements; this does not include the Customer’s right to obtain the Software in source code format, nor to access the related logical or design documentation.
3.3. Depending on the version purchased by the Customer and the features made available from time to time, the Software may include a Simple Electronic Signature feature, which can be used for the electronic signing, approval, or acceptance of documents managed through UTOPIA, including activity logs at operation, contracts for the operation of personal data, appointments, agreements, or other documents prepared by the Customer. The Customer acknowledges that this feature is provided as an operational tool to support document management and privacy compliance and does not replace the legal assessments that remain the Customer’s responsibility, including with regard to the suitability of the chosen type of signature for the document to be signed, the nature of the document, the expected probative value, and any applicable formal requirements.
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 agrees to:
a. grant the Customer the right to use the Software under the terms set forth in the Agreement;
b. ensure compliance with applicable laws, particularly those regarding the protection of personal data as set forth in the GDPR and Legislative Decree No. 196/2003, as amended;
9.2. The Customer agrees to:
a. use the Software in compliance with the Terms and Conditions of Use and exclusively for the purposes for which it is intended;
b. pay the Supplier the Subscription Fee in accordance with the terms set forth in the Financial Terms relating to the selected version of the Software;
c. independently procure the necessary hardware and software, as well as adequate connectivity, in order to access the web domain and use the Software;
d. not to produce or develop, directly or indirectly, similar software products with application and/or functional characteristics analogous to, or competing with, those covered by this Agreement. The Customer may not provide third parties with technical or development information regarding the Software that could be unlawfully used for the reproduction or development of similar software.
e. promptly notify and inform the Supplier of any instance of unlawful use of the Software of which it becomes aware, directly or indirectly, providing the Supplier with all information, including documentation, in its possession.
f. not to transfer the Software license to third parties or to any subsidiaries and/or affiliates of the Customer, either in whole or in part.
g. not to assign the Contract, in whole or in part.
h. to verify, prior to using the Simple Electronic Signature feature, that this method of signing is appropriate given the nature of the document, the context of use, and any applicable regulatory or contractual requirements.
i. ensure that individuals invited to sign, approve, or accept documents via UTOPIA are duly authorized and, where necessary, possess appropriate powers of representation.
j. ensure the accuracy, completeness, and lawfulness of personal data, information, and documents uploaded, generated, signed, or otherwise managed through the Simple Electronic Signature Feature.
k. retain, where necessary, copies of the signed documents and related records made available by the Software, in accordance with its organizational, evidentiary, and compliance needs.
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 the event of non-payment or late payment of the License Fee within 10 (ten) days of the relevant due date, the Supplier shall suspend the provision of the Software in the version used by the Customer and replace it with the ESSENTIAL Version.
13.2. In the event that the Software is used in violation of the obligations set forth in the Agreement or of statutory obligations, the Supplier reserves the right to suspend the provision of the Software without prior notice.
13.3. The suspension of the Software license pursuant to Articles 13.1 and 13.2 above does not suspend the effectiveness of the Agreement. The Customer’s obligation to pay the License Fee by the agreed-upon due dates therefore remains in full force.
13.4. In the event of suspension of the Software license pursuant to Article 13.1 above, the Customer is obligated to pay the Supplier any costs and expenses that the latter may have incurred to reactivate the Software license, without prejudice to the right to compensation for any additional damages.
13.5. The Supplier shall not be liable 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.
14.1. Except as provided in Article 6 (UTOPIA FREE TRIAL), the Agreement shall have a term of 1 (one) year or 1 (one) month, starting from the date of acceptance of the Agreement and payment of the Subscription Fee for the version of the Software selected by the Customer and associated with the Customer’s Organization.
14.2. Any new Organization created by the Customer within their domain will initially be licensed under the ESSENTIAL Version. The term of the Software license and the Agreement shall commence on the date of payment of the Subscription Fee for the Software version associated with the new Organization.
14.3. On the Expiration Date, the Agreement shall be deemed tacitly renewed for the same Term selected by the Customer each time, unless the Customer expresses the intention not to renew it by using the specific feature provided within the Software. To terminate the Agreement, the Customer may at any time log in to their domain and access “Subscription > Manage Organizations,” click the “cancel” button, and confirm their choice.
14.4. If the Customer exercises the right set forth in the preceding section, on the Expiration Date, the version of the Software selected by the Customer will be replaced by the ESSENTIAL Version, in accordance with the procedures set forth in Section 16 below (Effects of Termination).
15.1. The Supplier reserves the right to terminate the Contract at any time and without having to provide a reason, by giving written notice to the Customer at least 30 (thirty) days in advance in the case of an annual fee, or 15 (fifteen) days in advance in the case of a monthly fee, except in the event of circumstances resulting from force majeure, in which case the Supplier reserves the right to terminate this Contract with immediate effect in accordance with the procedures set forth in Article 20 below (Force Majeure).
15.2. In the event of termination by the Supplier pursuant to Article 15.1 above, the Customer shall be entitled to a refund of the unused portion of the Fee, unless one of the circumstances set forth in Article 15.3 below applies
15.3. The Supplier may terminate the Contract with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by providing written notice to the Customer via certified email (PEC) if the Customer:
15.3.1. fails to pay the Consideration to the Supplier;
15.3.2. tamper with or modify the structures of the Software licensed for temporary use;
15.3.3. violates the obligations set forth in the Contract as referred to in Articles: 4 (License Activation), 5 (Login Credentials), 9.2 (Customer’s Obligations), 11 (Software Version Upgrade), 13 (Suspension of the Software), 17 (Confidentiality and Privacy), 18 (Liability and Indemnification), and 19 (Industrial and Intellectual Property)
16.1. Upon termination of the Contract—whether by withdrawal or termination, for any reason whatsoever—the license for the Software in the version selected by the Customer will automatically be replaced by the ESSENTIAL Version;
16.2. The Customer acknowledges that, following the termination of the Agreement, the terms set forthin the Data Processing Agreement pursuant toArticle 28 of the GDPR shall apply.
16.3. Without prejudice to the provisions of paragraphs 16.1 and 16.2 above, following the termination of the Agreement, for any reason whatsoever, the Customer shall be entitled to use the Software in the ESSENTIAL Version for a period of 90 (ninety) days from the Expiration Date.
16.4. Unless otherwise agreed by the Parties and subject to mandatory legal requirements, if the Customer has not purchased or renewed a Software license within the timeframe specified in Section 16.3, and has not exercised the right to data erasure or deletion as provided for in the Data Processing Agreement pursuant to Article 28 of the GDPR, the Supplier shall have the right to permanently delete such data.
17.1. The Parties acknowledge and mutually agree that all information that comes to their knowledge in the performance of the Agreement (Confidential Information) is confidential and proprietary, and, therefore, undertake not to use or disclose such information to third parties, in any manner or by any means, for purposes other than those set forth in the Agreement, except as required by law and/or pursuant to a valid order from a judicial authority, without prejudice in any case to the obligation to give prior notice to the other Party. The foregoing confidentiality obligation 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 amended by Legislative Decree No. 101/2018. With respect to data that is disclosed and pertains to natural persons of the other Party, each Party acts as the Data Controller ( operation ) and bears the responsibility and has the capacity to demonstrate compliance with the principles established by the applicable regulations regarding the operation of personal data. Each Party processes, manually or electronically, the personal data of natural persons of the other Party in such a way as to ensure 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 limited to the performance of this Agreement; thereafter, it will be destroyed unless a specific retention obligation is required in accordance with regulations in force at the time of signing this Agreement. Individuals of each Party may exercise their rights under the GDPR by sending an email to the following addresses:privacy@hubenture.com anddpo@hubenture.com;
17.3. With respect to personal data processed by the Customer through the use of the Software, the Supplier shall act as a Data Processor ( operation ) under the terms set forth in theSecurity Policy andthe Data Processing Agreement pursuant toArticle 28 of the GDPR, which form an integral part of this Agreement.
18.1. The Supplier agrees to indemnify and hold the Customer harmless, without reservation or exception, from any claim brought by third parties who:
18.1.1. allege that the Software infringes their own or third parties’ patent, copyright, or trademark rights;
18.1.2. believe that the Software infringes applicable laws or regulations or the rights of third parties.
18.2. The Customer agrees to notify the Supplier in writing in the event of any reports, disputes, or claims received regarding the Software covered by the Agreement.
18.3. The Customer acknowledges that the Software is provided “as is” and that no compensation shall be due for features other than those present as of the date of signing the Contract; the Customer further agrees to hold the Supplier harmless from any and all claims, demands, and requests by third parties arising out of or in connection with the use of the Software.
18.4. The Customer indemnifies the Supplier with respect to the completeness, accuracy, and/or adequacy of the data entered by the Customer. The Customer is therefore required to evaluate and verify the contents in their entirety, as the Customer is solely responsible for the accuracy of the documents and the results obtained from their use. The Supplier assumes no liability for the content and/or the correctness and/or the 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 willful misconduct or gross negligence on the part of the Supplier, caused, by way of example but not limited to:
18.5.1. act of God or force majeure,
18.5.2. negligence or incompetence on the part of third parties or the Customer,
18.5.3. tampering with, intervention in, or modifications to the Software made by the Customer or by third parties not authorized by the Supplier,
18.5.4. any difficulty, defect, anomaly, interruption, or inability to access and/or use the Software arising from and/or otherwise related to the hardware and software of its strategic subcontractors or to the connection via the provider chosen by the Customer,
18.5.5. proper functioning of the telephone network or the devices that constitute the Internet.
18.5.6. incorrect or improper use of the Software by the Customer or use that does not comply with the instructions provided by the Supplier,
18.5.7. failure to comply with or violation of laws attributable to the Customer, including regulations regarding the Protection of Personal Data;
18.6. The Customer shall indemnify the Supplier for any suspension and/or interruption of access to the Software related to and/or resulting from maintenance and update operations.
18.7. With regard to the Simple Electronic Signature Feature, the Customer acknowledges and agrees that the Provider assumes no liability regarding:
a. the suitability of the simple electronic signature for the specific document or legal relationship for which it is used;
b. the existence of signing, representation, or authorization powers of the parties who sign, approve, or accept documents via UTOPIA;
c. the accuracy, completeness, lawfulness, or up-to-date status of the documents uploaded, generated, or signed by the Customer via the Software;
d. the use of the Simple Electronic Signature Feature in violation of laws, contractual obligations, or the Customer’s internal instructions.
It is understood that the Customer shall indemnify and hold the Provider harmless from any dispute, claim, or demand by third parties related to the improper, unauthorized, or non-compliant use of the Simple Electronic Signature Feature.
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 improper performance if such non-performance or improper performance is due to force majeure.
20.2. Force majeure refers to all events beyond the control of the parties that wholly or partially prevent the proper performance of the Contract. By way of example, but not limited to: war, guerrilla warfare, riots, floods, strikes, power outages, earthquakes, weather events, or major public health emergencies.
20.3. The Party that is unable to fulfill its contractual obligations due to a force majeure event must notify 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 modified by the Supplier at any time, by notifying the Customer via email with at least 15 (fifteen) days’ advance notice.
24.2. Changes to the Terms and Conditions and/or the Software Fee will take effect as of the Expiration Date of the Contract with the Customer.
24.3. In the cases referred to in the preceding paragraphs, the Customer shall have the right to terminate the Contract in accordance with the procedures set forth in Article 14.3 (Term and Renewal). If the Customer does not exercise this right of termination, the amendments to the Contract shall be deemed to have been definitively acknowledged and accepted by the Customer and shall become definitively effective and binding.
25.1. The possible ineffectiveness and/or invalidity, in whole or in part, of one or more provisions of the Contract shall not render the other provisions invalid; such provisions 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 in no way be construed as a definitive waiver of such rights and shall therefore not preclude the right to demand their prompt and strict fulfillment at any other time.
*Data as of March 2026
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