- NSI is a Digital Transformation Company that since 2002 has been helping Companies to redesign their business models and to grow with customized IT solutions and digital products;
- NSI declares to be in possession and to have the availability of all authorizations, licenses, permits and/or anything else, nothing excluded and excepted, required to perform the activities deduced in the Contract;
- UTOPIA is a Software created and developed by NSI to adapt the management of privacy to the EU Regulation 2016/679 addressed to Privacy Consultants and Freelancers or for Companies and Public Administration.
- These Terms & Conditions, together with the Economic Conditions, the Security Policy and the Data Processing Agreement ex art. 28 Regulation (EU) 2016/679 (hereinafter "GDPR"), integral parts of the Contract, govern the use of the UTOPIA Software license by the Customer;
- The Software is licensed in the versions "FREE TRIAL", "ESSENTIAL", "PRO and PRO PLUS" and "ONE and ONE PLUS", which differ for the functionalities made available to the Customer.
- By accepting the Agreement for the license of use of UTOPIA, the Customer declares that he/she intends to use the Software and its possible new releases within his/her own economic or professional activity.
1.1. "Customer" means the person or entity that has an interest in purchasing and using the Supplier's Software license.
1.2.Supplier" means NSI Nier Soluzioni informatiche S.r.l, with registered office in via Bonazzi n.2 - 40013 Castel Maggiore (BO), email@example.com, firstname.lastname@example.org, email@example.com, 051.0391000, as the subject who has designed and implemented the Software and is the exclusive owner of the intellectual and industrial property rights and source code, including maintenance and evolutionary development services and Customer Care service.
1.3.Parties" shall mean the Customer and the Supplier jointly.
1.4.Terms and Conditions" means the commercial document with which the Supplier indicates the price for the Software usage fee and the payment methods, which can be consulted here at any time.
1.5.Terms and Conditions" means the general terms and conditions and limits of use of the Software by the Customer.
1.6. "Agreement " means the set of documents that have been accepted by the Customer at the time of activation of the license to use the Supplier's Software including the Terms and Conditions, the Economic Terms and Conditions and the Data Processing Agreement ex art. 28 GDPR;
1.7.Software" means the "UTOPIA" application program developed, registered at the SIAE Public Software Registry, including maintenance and evolutionary developments, and exclusive property of the Supplier.
1.8.Duration" means the period of validity of the license of use of the Software chosen by the Customer, equal to 1 (one) month or 1 (one) year from the moment of signing the Contract and paying the Fee. The duration of the PLUS version of the Software is 1 (one) year. The duration of the FREE TRIAL version is 14 days.
1.9 "Expiration Date" means the date on which the Term of use of the Software and the effectiveness of the Agreement ends.
1.10.Fee" means the fee for the license to use the Software in relation to the Term, as set out in the Economic Conditions in respect of each version of the Software.
1.11. "FREETRIAL Version" means the free PRO PLUS version for Privacy Consultants and ONE PLUS version for Companies, available for 14 days from the date of activation of the license of the Software;
1.12. "ESSENTIAL Version" means the basic version of the Software in which the functionalities are limited.
1.13. "ONE and ONE PLUS Version" means the version of the Software dedicated to SMEs;
1.14."ENTERPRISE Version" means the version of the Software dedicated to Companies with more than 250 employees or to Public Administrations;
1.15. PROand PRO PLUSVersion" means the version of the Software dedicated to Professionals and Privacy Consultants who manage GDPR compliance for their Organizations/Client Companies through the Software.
1.16. "Organization/s" means the Company/Company/Body, identified by a company name and a Tax Code or VAT number, which can be created and managed by the Client through the Software and which can be associated with a paid version of the Software.
1.17. CustomerCare" means the technical support service aimed at suggesting to the Customer, where possible, technical solutions to ensure the correct use of the Software.
1.18.Data ProcessingAgreement" means the contract ex art. 28 GDPR with which the Supplier is appointed as external Responsible of the operation of the personal data by the Customer-Owner of operation as a consequence of the use of the Software.
1.19.Security Policy" means the document with which the Supplier indicates the technical and organizational measures that are implemented for the management and protection of personal data stored and processed through the Software.
1.20. "Site" means the website https://www.utopiathesoftware.com/
1.21.User" means the user of the functionality provided by the Software. The definition includes the following types of Users, which differ according to the privileges granted within the Software: Owner User, Administrator User, Contributor User, Basic User and Master Consultant User. By "Owner User" we mean the Customer who has purchased a license for the Software and has created his own personalized domain.
2.1. The forewords and annexes form an integral and substantial part of these Terms and Conditions.
3.1. The purpose of the Contract is to grant the Customer a license to use the Software in as a service mode, of which the Supplier is and remains the exclusive owner and proprietor, for the Duration, against the Fee, within the limits set forth in the Terms and Conditions of use and the Economic Conditions accepted by the Customer at the time of activation of the license.
3.2. The Software is granted on a non-exclusive, non-transferable, non-sublicensable and non-sub licensable basis, including service levels and evolutionary developments; it does not include the Customer's right to obtain the Software in source format, nor to dispose of the relative logical or project documentation.
4.1. The activation of the license to use the Software will be effective from the date of acceptance of the Agreement by the Customer, with simultaneous creation of the custom domain, through the online registration process on the Site.
4.2. The activation of the license to use the Software may occur following acceptance by the Customer, by selecting the appropriate spaces called "checkbox" on the Site, of the following documentation: Terms & Conditions and the Data Processing Agreement ex art. 28 GDPR
4.3. The Customer undertakes, in the choice of custom 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 may cause damage, may harm the image and/or reputation or may create confusion and/or association with other brands and/or intellectual or industrial property rights of third parties.
5.1. You may use the Software by accessing your domain with the login credentials you chose when you activated your license to use the Software.
5.2. The Customer is obliged to keep the access credentials with the utmost confidentiality and diligence, undertaking not to give them or allow their use to third parties not expressly authorized by the Supplier.
5.3. The Supplier shall in no case be held liable for any damage, direct and/or indirect, that may be caused to the Customer as a result of the Customer's failure to comply with the provisions of this Article 5.
6.1. The Customer has the possibility to activate a free trial use license of the Software in the ONE PLUS or PRO PLUS versions, through the online registration procedure on the Site.
6.2. The duration of the trial use license of the Software is 14 days from activation.
6.3. After the expiry of the period referred to in 6.2 above and without the customer having purchased a paid version of the Software and associated it to his organization, the FREE TRIAL version will be replaced by the ESSENTIAL version.
7.1. The Customer, as the Owner User, may at any time create additional User types with different privileges and functionality within the Software. The generation of the User allows to create an access to the Software to a different person, which, through its own credentials, will be able to use the features of the Software in relation to the type of user chosen.
7.2. The Customer, as Owner User has the following privileges within the Software:
7.2.1. Creation of the custom domain;
7.2.2. Creation of Administrator, Contributor and Basic Users;
7.2.3. In relation to the PRO and PRO PLUS version, add or purchase new Organizations;
7.2.4. Destroy your own domain.
7.3. With the exception of the ESSENTIAL Version, the Customer may at any time create the following types of User:
7.3.1. Administrator, who may:
22.214.171.124. Access the Organization in the Software;
126.96.36.199. Create additional Administrator Users who have access to the Organization;
188.8.131.52. Create Contributor Users and Base Users.
7.3.2. Contributor, who can:
184.108.40.206. Access specific sections of the Organization on which the User Owner or User Administrator has granted permission;
220.127.116.11. Modify specific sections of the Organisation and request approval from the User Owner or User Administrator.
7.3.3. Basis, who can:
18.104.22.168 Access and modify specific sections of the Organisation on which the Owner User or Administrator User has granted authorisation
7.4. In addition to the types of User referred to in the previous paragraph and in relation to the PRO and PRO PLUS Version of the Software, the Customer may request the Supplier to create a:
7.4.1. Profiled Administrator User, who can:
22.214.171.124. Access specific Organizations to which the Owner User has granted permission;
126.96.36.199 Create Contributing Users and Basic Users in relation to the Organizations to which he has access.
7.5. In relation to the PRO and PRO PLUS Version of the Software, the Customer may at any time request in writing from the Supplier the creation of one or more Profiled Administrator Users.
7.6. The cost of creating a Profiled Administrator User with the characteristics set out in section 7.4 above is not included in the Software license fee.
7.7. The Customer, at any time, may proceed to delete the Users he/she has created.
7.8. The Customer agrees to indemnify and hold harmless the Supplier against any claim, demand or threat relating to or arising from the use or misuse resulting from the creation and/or deletion of Users in the manner set out in this clause 7, or relating to or arising from the use of the Software by the User, within the terms provided by the applicable legislation.
8.1. The Supplier undertakes to make available to the Customer the Customer Care service, in accordance with the times and procedures published on the Site.
8.2. The Customer acknowledges and accepts that the Customer Care service will be provided exclusively remotely, expressly excluding any direct intervention on the Customer's computer systems.
9.1. The Supplier undertakes to:
a. grant the Customer the use of the Software under the conditions defined in the Contract;
b. ensure compliance with the applicable provisions of Law and in particular those relating to the Protection of Personal Data as per GDPR and Legislative Decree no. 196/2003 and subsequent amendments and supplements;
9.2. The Customer undertakes to:
a. to use the Software in compliance with the Terms and Conditions of use and exclusively for the purposes for which it is intended;
b. to pay the Supplier the Fee in the terms provided by the Economic Conditions in relation to the chosen version of the Software;
c. to independently equip itself with hardware and software material, as well as with an 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, similar software products, with similar application and/or functional characteristics, or competing with the one object of the Contract. The Customer shall not provide third parties with technical and development indications of the Software that could be illicitly used for the reproduction or development of similar software.
e. to communicate and inform the Supplier in a timely manner of any situation of illegitimate use of the Software of which it becomes directly or indirectly aware, providing the Supplier with any information, including documents in its possession.
f. not to transfer to third parties as well as to companies eventually controlled by and/or connected to the Customer, neither totally nor partially, the license of use of the Software.
not to transfer, totally or partially, the Contract.
g. not to assign, in whole or in part, the Contract.
10.1. By accepting the Contract, the Customer undertakes to pay the Fee to the Supplier, as provided in the Economic Conditions with reference to the Software version chosen by the Customer and associated to its Organization.
10.2. The payment of the fee by the Customer must be made at the same time as the activation of a paid license of the Software associated to an Organization and, in case of renewal, on the date of renewal of the Contract in the manner set forth in article 13 below (Duration and Renewal).
10.3. The Fee is net of VAT and any other legal charges.
11.1. The Customer has the right to choose a higher version (so-called upgrade) of the Software than that purchased previously.
11.2. The Customer's choice to activate a different version of the Software may lead to an increase in the Fee according to the Economic Conditions foreseen for the new version.
The change of the Software version to a higher one can be made by the Customer at any time. The Term starts from the payment of the Fee for the new version. On the Expiry Date, the Contract relating to the new version of the Software will be renewed according to the provisions of article 13 (Duration and Renewal).
11.3. The amount of the Fee paid by the Customer and not used as a result of the Software upgrade will be deducted from the Fee for the new version chosen by the Customer.
12.1. You may choose the method of payment in relation to the version and Term of the Software license.
12.2. Payment of the Fee by the Customer may be made by SEPA transfer or by online payment by credit card. In both cases, after 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 effective payment of the license fee.
12.3. The Supplier will issue an invoice for the Fee by the 15th (fifteenth) day of the month following the purchase or renewal of the Software license by the Customer.
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 will suspend the supply of the Software in the version used by the Customer and will replace it with the ESSENTIAL Version.
13.2. If the Software is used in violation of the obligations set out in the Contract or of the legal obligations, the Supplier reserves the right to suspend the supply of the Software without notice.
13.3 The suspension of the license to use the Software pursuant to clauses 13.1 and 13.2 above does not suspend the effectiveness of the Agreement. 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 Software user licence according to the previous articles 13.1 and 13.2, the Customer is obliged to pay to the Supplier all charges and expenses that the latter may incur for the reactivation of the Software user licence, except for the right to compensation for greater damages.
13.5. The Supplier is not 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. With the exception of the provisions of clause 6 (UTOPIA FREE TRIAL), the Agreement will last for 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 the Customer and associated with its Organization.
14.2. Any new Organization created by the 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 Expiry Date, the Agreement will be considered tacitly renewed for the same Term chosen by the Customer, unless the Customer expresses the intention not to renew it by using the specific functionality provided within the Software. To terminate the Contract, the Customer may at any time login to his domain and access "Subscription > Manage Organizations", click on the "cancel" button and confirm his choice.
14.4. In case of exercise by the Customer of the right referred to in the preceding article, on the Expiry Date the Software version chosen by the Customer will be replaced by the ESSENTIAL Version, in the manner referred to in article 15 below (Effects of withdrawal).
15.1. The Supplier reserves the right to terminate the Contract at any time and without obligation to provide a reason, by giving written notice to the Customer, with a notice period of at least 30 (thirty) days in the case of an Annual Fee or 15 (fifteen) days in the case of a Monthly Fee, except in the case of events caused by force majeure, by virtue of 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 case of withdrawal of the Supplier pursuant to the previous Article 15.1, will have the right to be refunded the amount of the unused Contract Fee, except in the case of one of the cases provided for in the following Article 15.3.
15.3, giving written notice to the Customer by PEC if the latter:
15.3.1. defaults in the payment of the Consideration to the Supplier;
15.3.2. manipulates or modifies the structures of the Software granted under a temporary use license;
15.3.3. breaches the obligations under the Agreement set out in clauses: 4 (Licence Activation), 5 (Access Credentials), 8.9 (Customer Obligations), 11 (Software Version Change), 13 (Software Suspension), 17 (Confidentiality and Privacy), 18 (Liability and Indemnity) and 19 (Industrial and Intellectual Property)
16.1. Starting from the date of Contract termination, for any reason, the Software license in the version chosen by the Customer will be automatically replaced by the ESSENTIAL Version;
16.2. The Customer acknowledges that following Contract termination, the conditions set forth in the Data Processing Agreement ex art. 28 GDPR will apply.
16.3. Without prejudice to the provisions of paragraphs 16.1 and 16.2 above, following termination of the Contract, for any reason whatsoever, the Customer will be entitled to use the Software in the ESSENTIAL Version for a period of 90 (ninety) days from the Expiry Date.
16.4. Without prejudice to any other agreement between the Parties and to the mandatory limits of the law, if the Customer has not purchased or renewed a license for the Software within the term provided by art. 16.3, and if the Customer has not exercised the right to return or delete the data as provided by art. 16.2, the Supplier will have the right to delete them permanently.
17.1. The Parties acknowledge and mutually agree that all the information they will become aware of during the execution of the Contract (Confidential Information) is of a confidential and reserved nature and, therefore, they undertake not to use 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 communication to the other Party. The above obligation of confidentiality shall 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 communicated 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 shall be retained for a period of time limited to the performance of this Agreement; thereafter, it shall 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: firstname.lastname@example.org and email@example.com;
17.3. In relation 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 out in the document Security Policy and Data Processing Agreement ex art. 28 GDPR, integral parts of the 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. claim that the Software infringes the patent, copyright or trademark rights of the Supplier or third parties;
18.1.2. claim that the Software infringes applicable laws or regulations or the rights of third parties.
18.2. The Customer undertakes to notify the Supplier in writing of any reports, complaints or claims that it receives relating to the Software under the Contract.
18.3. The Customer acknowledges that the Software is supplied at the state of the art and nothing will be due for functions different from those present at the date of signing the Contract and undertakes to keep the Supplier relieved and indemnified from any and all claims, demands and requests of third parties however connected and consequent to the use of the Software.
18.4. The Customer relieves the Supplier about the completeness, exactness and/or adequacy of the data inserted by the Customer. The latter, therefore, is required to evaluate and verify the contents in every part, being the only responsible for the accuracy of the data and the results obtained from their use. The Supplier does not assume any responsibility for the content and/or the correctness and/or the completeness of the information and/or data entered in the Software.
18.5. The Supplier shall not be liable for delays, malfunctions and/or interruptions in the execution of this Contract due to events that are not directly attributable to fraud or gross negligence on the part of the Supplier, caused by, but not limited to:
18.5.1. unforeseeable circumstances or force majeure,
18.5.2. negligence or inexperience of third parties or the Customer,
18.5.3. tampering with or intervention or modification of the Software by the Customer or by third parties not authorized by the Supplier,
18.5.4. any difficulty, defect, anomaly, discontinuity, impossibility of access and/or use of the Software deriving from and/or in any case connected to the hardware and software of its strategic Subcontractors or to the connection through the provider chosen by the Customer,
18.5.5. correct 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 or violation of laws attributable to the Customer, including the rules on the Protection of Personal Data;
18.6. The Customer indemnifies the Supplier for the suspension and / or interruption of access to the Software related to and / or dependent on maintenance and updating operations.
19.1. The Parties acknowledge that the Software granted in use to the Customer is pre-existing to 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 in response to specific requests from the Customer, shall always be understood 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 to trademarks, patents, copyrights or other rights of any kind in the Software, remain the exclusive property of the Supplier and are protected by intellectual and/or industrial property laws.
19.3. The Customer undertakes to keep unaltered any distinctive sign affixed to the Software and not to allow third parties neither occasional use nor reproduction in any form. Therefore, the Customer is expressly forbidden to show the Software to third parties and to allow its use unless it is indispensable for the correct execution of the Contract itself and without this constituting any limitation of the confidentiality obligations of the Parties.
19.4. The Customer has no right to access the source code of the Software. The Customer undertakes not to reverse engineer, decode, decompile, decompose or modify the Supplier's Software and not to incorporate it in whole or in part into third party programs without the prior consent of the Supplier.
19.5. In order to execute 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 may not copy, modify, create software derived from or in any way attempt to discover any source code, sell, assign, sublicense, confer or transfer any right on the Supplier's Software to third parties.
20.1. The Parties shall not be liable for non-performance or inexact performance if this is due to force majeure.
21.2. Force majeure means all those events beyond the control of the Parties that totally or partially prevent the correct execution of the Contract. By way of example but not limited to: war, guerrilla warfare, riots, floods, strikes, blackouts, seismic events, atmospheric events or major health emergencies.
22.3. The Party that cannot fulfil its contractual obligations due to a force majeure event shall inform the other Party within 2 (two) days from the occurrence of the force majeure event, specifying in writing the facts and circumstances that gave rise to the force majeure event.
Any communication to be made pursuant to the Contract shall be made in writing and shall be considered valid if made by PEC where required or by e-mail.
21.2. In order to contact the Supplier, the Customer may write to the e-mail address firstname.lastname@example.org or PEC email@example.com or telephone number 051/0391000 or write to NSI Nier Soluzioni Informatiche S.r.l., with head office in Castel Maggiore (BO), Via Bonazzi 2, P. I.V.A. No. 03100430408.
21.3. The Supplier may communicate with the Customer at the addresses provided by the latter at the time of activation of the Software licence.
22.1. By signing the Agreement, the Supplier is authorized, unless the Customer expressly refuses in writing, to use the Customer's trademark or logo as a reference in documents or business negotiations that attest to the Customer's use of the Software.
22.2. The Supplier's use of the Customer's trademark or logo is aimed at brand awareness and promoting the professionalism, reliability and competitiveness of the Software in relation to partnerships with Customers.
22.3. The Supplier cannot in any case make any use or act other than those provided for in this article, in any form or manner, including reproduction via web for uses other than those specified above.
22.4. The authorization to use the Customer's trademark or logo is understood to be free of charge.
23.1. Any dispute concerning the validity, effectiveness, interpretation and execution of the Contract shall be subject to the exclusive jurisdiction of the Court of Bologna.
23.2. The Contract shall be governed solely and exclusively by Italian law.
24.1. The Terms and Conditions and the Software Fee may be amended by Supplier at any time by giving at least 15 (fifteen) days notice to Customer by email.
24.2. The modifications of the Terms and Conditions and/or the Fee will be implemented by the Supplier from the Date of Expiry of the Contract with the Customer.
24.3. In the cases 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 (Duration and Renewal). In the absence of the exercise of the right of withdrawal by the Customer, the amendments to the Contract will be considered definitively known and accepted by the latter and will become definitively effective and binding.
25.1. The possible inefficacy and/or invalidity, total or partial, of one or more clauses of the Contract will not invalidate the others, which will be considered fully valid and effective.
25.2. Any failure to assert one or more of the rights provided for by the Contract shall not, however, be construed as a definitive waiver of such rights and shall not, therefore, prevent the timely and rigorous fulfilment of the same at any other time.
Pursuant to and for the purposes of Articles. 1341 and 1342 Civil Code, the Client declares to know and specifically approve the provisions of articles 3 (SUBJECT OF THE CONTRACT), 5.3 (ACCESS CREDENTIALS), 8 (OBLIGATIONS), 9 (PAYMENTS), 10 (CHANGE SOFTWARE VERSION), 13 (SOFTWARE SUSPENSION), 14 (DURATION and RENEWAL), 15 (CONTRACTOR'S WITHDRAWAL), 16 (EFFECTS OF WITHDRAWAL), 18 (LIABILITY AND INDEMNITY), 23 (COURT OF JURISDICTION AND APPLICABLE LAW) and 24 (UNILATERAL MODIFICATIONS).