Art.1 Background and subject matter of the Contract
power2Cloud S.r.l. a company specializing in business digitization processes, with registered office in Milan at Corso Buenos Aires, 77 20124, P. VAT 09669790967, has entered into an agreement with its business partner Aircall SAS, headquartered at 11-15, rue Saint Georges, 75009 Paris, France (hereinafter referred to as "Aircall ") on the basis of which power2Cloud can make available to its customers in possession of VAT number (hereinafter referred to as "Customer" or "Customers") of Aircall's Cloud Software Services (hereinafter referred to as "Service" or "services" or "Aircall").
Art. 2 Application of Aircall's "Contract for Aircall"
The signing of this contract presupposes the Customer's acceptance not only of the contract itself and the clauses indicated below, but also of the contractual provisions covered by the "Contract for Aircall" available at https://aircall.io/terms-of use/sas. The Customer's obligations under the "Contract for Aircall" shall be effective for the entire duration of this Contract where not waived by these provisions.
Article 3 Features of the Service under the contract
Through the Service offered by power2Cloud, the Customer will be able to take advantage in cloud mode of one or more packages consisting of virtual switchboard, storage, productivity and collaboration programs, messaging and crm.
From analysis to work processes, power2Cloud is committed to accompanying the Customer during all phases to identify and adopt the business strategy best suited to their needs. Depending on the offer chosen, the Customer will be able to acquire single licenses or take advantage of packages with an included number of licenses. The number of included licenses will be indicated in the "Order Confirmation" which is an integral part of this contract.
power2Cloud may apply discounts on the monthly fee provided for the package that includes the licenses. Such discounts if applied will be expressly stated in the "Order Confirmation".
The Customer will receive training activities aimed at the installation and proper use of the tools provided by the Service if this is indicated in the "Order Confirmation". This activity does not provide for the payment of fees in addition to those provided in the "Order Confirmation" as well as in Article 5 below.
The Customer further agrees that Aircall may verify that the Customer possesses or controls the Customer's telephone numbers and makes the provision of service contingent upon the successful completion of such controls.
Art. 4 Assistance and Training Service
All requests for clarification inherent to the operation and use of the Services should be made by contacting power2Cloud at the telephone numbers provided at the time of signing this contract. power2Cloud is also committed to assisting the Customer through training for the use of Aircall carried out on the individual and specific needs on site or remotely, through video conferencing. power2Cloud will be entitled at any time to subcontract this Service in whole or in part to third parties (Partners) without any prior authorization from the Customer.
Article 5 Fees and Payment Terms
Notwithstanding the provisions of Article 3 of the Aircall contract, Customer agrees to pay power2Cloud a monthly fee as consideration for the quantity of Services subscribed as agreed in the economic conditions of the "Order Confirmation". The fees, calculated on a calendar month basis, will be charged to the Customer by power2Cloud by issuing a regular tax invoice and shall be paid within 30 (thirty) days from the date of the invoice.
Article 6 Ownership of the Service and Copyrights
Activation of the Services, except as provided in these Terms, does not imply any assignment of ownership or any other rights relating to the Services, or to the trademarks, patents, copyrights, know-how owned by or in the availability of power2Cloud or Aircall SAS.
Article 7 Duration of the Contract, Withdrawal and Fees in case of withdrawal
Notwithstanding the provisions of Article 10 of the Aircall Contract (duration) available on the site indicated in Article 2 above, this Contract may have a duration of 30 days, 3, 6 or 12 months from the signing of the same, depending on what is established in the "Order Confirmation". In all cases, the contract shall be deemed to be tacitly renewed from time to time upon expiration for a period of the same duration as the one originally agreed upon, unless notice of termination is given, to be communicated by A/R a notice of at least 30 days prior to the original or subsequent expiration to be made by registered letter with return receipt or by PEC. In the event that the parties have established in the order confirmation a duration of 30 days will not be provided to the Customer any time limit to exercise any termination of the contract which may be terminated at any time ius iure, by notice to be made in the manner referred to in the preceding paragraph. In the event of exercise of termination before the agreed deadline, the Customer will still be required to pay the agreed monthly fees and power2Cloud will ensure the services covered by the offer until the expiration of the term. It is understood that power2Cloud will not be required to return to the Customer any amounts already paid under this Agreement.
Art. 8 Termination
This Contract shall be deemed to be terminated as of right by registered mail with return receipt to be communicated to the other Party in the event that the other Party:
(I) Fail to comply with the essential terms and conditions of this Agreement and such non-compliance is not satisfactorily remedied within fifteen (15) days following the written notice above, or;
(II) Goes into liquidation, becomes insolvent or has bankruptcy proceedings opened against it or enters into an assignment to creditors;
(III) For the Customer alone if the Customer fails to comply with the provisions of Article 5 of this Agreement;
(IV) For the Customer alone if the latter violates its obligations under the "Agreement for Aircall" found at https://aircall.io/terms-of-use/sas. power2Cloud may at any time decide to suspend and/or permanently terminate the Service without the Customer accruing any right to compensation and/or damages for this. power2Cloud will only be obliged to notify the Customer of the date of termination of the Service with at least 30 (thirty) days notice. In the event of termination of this Agreement, all amounts due to power2Cloud shall become immediately due and payable without notice or demand. Termination for any cause of this Agreement will not result in the termination of any other existing contracts with power2Cloud, which, therefore, will remain valid and effective.
Article 9 Obligations and Responsibilities of the Client
In using the Service, Customer agrees, under penalty of damages in favor of power2Cloud to:
a. not violate the provisions of the law, regulations, rights of third parties, including the provisions relating to the law on copyright;
b. not reverse engineer, decompile or disassemble any of the Services covered by this Agreement, except to the extent permitted by applicable law;
c. not forward, reproduce, duplicate, and disseminate content that is licensed for personal use only.
d. not to engage in acts of unfair competition including the unlawful transfer of employees under Article 2598, Paragraph 1, No. 3 of the Civil Code, particularly by appropriating human resources of power2Cloud in a non-physiological manner.
The Customer is solely responsible for monitoring, answering, and processing the calls made. The Customer further agrees that power2Cloud is not responsible for any content marketed by third parties on the Service that is not produced by power2Cloud itself.
The Client also agrees to:
a. Do not cause harm and/or cause disturbance to operators and/or other Customers;
b. comply with any limitations provided in the use of the Service and the use of the services exclusively reserved for adults;
c. hold power2Cloud harmless from any liability arising from failure to comply with these limitations.
Article 10 Limitations of Liability
Customer acknowledges and agrees that power2Cloud shall not be liable to Customer (whether for contractual or non-contractual liability, including liability for negligence) for any direct, indirect or consequential damages that Customer may have suffered through the use of the Service or with respect to any damages otherwise obtained, including any loss of data, even if power2Cloud has been advised or should have been aware of the possibility that such loss might occur. In particular, Customer is obligated to indemnify and hold harmless power2Cloud, as well as entities related to or controlled by it, its representatives, employees as well as any of its partners from any indemnification obligations, including any legal fees, that may be imposed on it in connection with its use of theService.Customer shall be equally responsible for the use of the Service by third parties to whom it has authorized use.
Likewise, power2Cloud will not be liable:
- for any damage or loss suffered by the customer in the event of any data misuse, loss, misappropriation, misuse or unauthorized use of authentication tools to the Service, including by third parties and as a result of the loss of access credentials;
- for malfunctions and/or conformance defects and/or configuration errors and/or incompatibility of the Customer's devices/terminals that do not allow the fruition of the Service. power2Cloud does not guarantee that the Service will be provided without interruption nor does it guarantee the integrity of the data, information and/or content stored, collected, preserved or transmitted via the Internet.
power2Cloud shall not be liable in the event of unauthorized access, corruption, deletion, theft, destruction, alteration and/or inadvertent disclosure of the data, information and/or content transmitted, received or stored and has no obligations on the documents and data. power2Cloud shall not be liable for direct or indirect damages of any nature and magnitude, including loss of use, that may occur to the Customer due to damage and/or malfunction of Internet connectivity, as well as for damages resulting from unforeseeable circumstances, force majeure or causes otherwise not directly attributable to power2Cloud.
Article 11 Applicable Law and Jurisdiction
This Contract shall be governed by Italian law. For any dispute relating to the interpretation, execution, performance, non-performance and/or termination of this Contract, the Court of Naples shall have exclusive jurisdiction.
Art. 12 Changes and/or updates to the Service
The Customer agrees that Aircall may make Changes to the Services and Terms in URL in the manner set forth in Section 1.2 of the Aircall Agreement.
Article 13 Processing of Personal Data
The Customer's personal data will be collected and processed in compliance with current privacy regulations for purposes related to the provision of the Digital Service and related technical, administrative and accounting management and any support services. The Data Controller for the processing of personal data is power2Cloud. At any time the Customer has the right to request confirmation of the existence of personal data and to access them, to know their content, origin and processing methods, to request their updating, rectification, cancellation, portability, transformation into anonymous form or blocking of data processed in violation of the law. These rights may be exercised, by writing to power2Cloud at its registered office or at the PEC address power2Cloud@legalmail.it. Aircall will process the Customer's personal data for the purposes and in the manner explained in the Information on the processing of personal data available on the documentation page about the Service on the Aircall website https://aircall.io/terms-of-use/sas, which the Customer must read before registering for the Service.
GENERAL CONDITIONS OF CONTRACT Art.1 Background and subject matter of the Contract
power2Cloud s.r.l. a company specializing in business digitization processes, with its registered office in Milan at Corso Buenos Aires, 77 20124, P. IVA 09669790967, has entered into an agreement with business partner Google LLC, based at 1600 Amphitheatre Parkway, Mountain View, California 94043, United States (hereinafter "Google ") on the basis of which power2Cloud may make available to its customers holding P.VAT (hereinafter "Customer" or "Customers") of the Google Suite Cloud Software Services (hereinafter "Service" or "services" or "Google-workspace").
Article 2 Enforcement of Google's "Google Workspace Agreement".
Signing this contract presupposes Customer's acceptance not only of the contract itself and the clauses below, but also of the contractual provisions covered by the "Agreement for Google Workspace" available at https://workspace.google.com/intl/it/terms/2013/1/premier_terms.html.
Customer's obligations under the "Google Workspace Agreement" shall be effective for the duration of this Agreement where not waived by these provisions.
Art. 3 Features of the Service covered by the contract
Through the Service offered by power2Cloud, the Customer will be able to enjoy in cloud mode one or more packages consisting of professional email, calendar, archiving, productivity and collaboration programs, messaging and social networking.
From analysis to work processes, power2Cloud is committed to accompanying the Customer throughout all stages to identify and adopt the business strategy best suited to its needs.
Depending on the offer chosen, the Customer may acquire single licenses or take advantage of packages that include an included number of licenses. The number of licenses included will be indicated in the " Order Confirmation " forming an integral part of this contract.
power2Cloud may apply discounts on the monthly fee provided for the package that includes the licenses. Such discounts if applied will be expressly indicated in the " Order Confirmation ".
The Customer will receive training activities aimed at the installation and proper use of the tools provided by the Service if this is indicated in the " Order Confirmation ". This activity does not provide for the payment of additional fees other than those provided in the " Order Confirmation " as well as in Article 5 below.
The Customer further agrees that Google may verify that the Customer owns or controls the Customer's Domain Names and makes the provision of the Service contingent upon the successful completion of such controls.
Article 4 Support Service and Training
All inquiries pertaining to the operation and use of the Services shall be made by contacting power2Cloud at the telephone numbers provided at the time of signing this agreement.
power2Cloud is also committed to assisting the client through training for the use of Google Workspace carried out on individual and specific needs onsite or remotely through Hangouts and video conferencing.
power2Cloud shall be entitled at any time to subcontract such Service in whole or in part to a third party (Partner) without any prior authorization from the Customer.
Article 5 Fees and Terms of Payment
Notwithstanding the provisions of Article 3 of the Google Workspace Agreement , Customer agrees to pay power2Cloud a monthly fee as consideration for the quantity of Services subscribed as agreed in the economic conditions of the " Order Confirmation ".
The fees, calculated on a calendar month basis, will be charged to the Customer by power2Cloud by issuing a regular tax invoice and must be paid within 30 (thirty) days from the date of the invoice.
Article 6 Ownership of the Service and Copyrights
Activation of the Services, except as provided in these Terms, does not imply any assignment of title or any other rights relating to the Services, or the trademarks, patents, copyrights, know-how owned by or in the availability of power2Cloud or Google LLC.
Article 7 Duration of the Contract, Withdrawal and Fees in case of withdrawal
Notwithstanding the provisions of Article 10 of the Google Workspace Contract (Duration) available on the site indicated in Article 2 above, this Contract may have a duration of 30 days, 3, 6 or 12 months from the signing of the same, depending on what is established in the " Order Confirmation ".
In all cases, the contract shall be deemed to be tacitly renewed from time to time upon expiration for a period of the same duration as that originally agreed upon, unless notice of termination is given by registered letter with return receipt with at least 30 days' notice prior to the original or subsequent expiration date to be made by registered letter with return receipt or by pec.
In the event that the parties have established in the order confirmation a duration of 30 days will not be provided to the Customer any time limit to exercise any termination of the contract which may be terminated at any time ius iure, by notice to be made in the manner referred to in the preceding paragraph.
In case of exercising withdrawal before the agreed term, the Customer will still be required to pay the agreed monthly fees and power2Cloud will ensure the services covered by the offer until the term expires. It is understood that power2Cloud will not be required to return to the Customer any amounts already paid under this Agreement.
Art. 8 Termination
This Agreement shall be deemed to be terminated as of right by registered mail with return receipt requested to be sent to the other Party in the event that the other Party:
(i) Fails to comply with the essential terms and conditions of this Agreement and such failure is not satisfactorily remedied within fifteen (15) days following the written notice above, or;
(ii) It enters into liquidation, becomes insolvent or bankruptcy proceedings are opened against it or it enters into an assignment to creditors;
(iii) For the Customer alone if the Customer fails to comply with the provisions of Article 5 of this Agreement;
(iv) For the Customer only if the Customer breaches its obligations under the "Agreement for Google Workspace " found at https://gsuite.google.com/intl/it/terms/2013/1/premier_terms.html.
power2Cloud may at any time decide to suspend and/or permanently terminate the Service without the Customer accruing any right to compensation and/or damages for this. power2Cloud will only be obliged to notify the Customer of the date of termination of the Service with at least 30 (thirty) days notice.
In the event of termination of this Agreement, all sums due to power2Cloud shall become immediately due and payable without notice or demand. Termination for any cause of this Contract shall not result in the termination of any other existing contracts with power2Cloud, which, therefore, shall remain in full force and effect.
Article 9 Obligations and Responsibilities of the Client
In using the Service, the Customer agrees, under penalty of damages in favor of power2Cloud to:
a. not violate the provisions of laws, regulations, rights of third parties, including the provisions relating to the law on 'copyright;
b. not reverse engineer, decompile or disassemble any of the Services covered by this Agreement, except to the extent permitted by applicable law;
c. not forward, reproduce, duplicate or disseminate content that is licensed for personal use only.
d. not engage in acts of unfair competition including the unlawful diversion of employees pursuant to Article 2598, paragraph 1, no. 3 of the Civil Code, in particular by appropriating power2Cloud's human resources in a non-physiological manner.
The Customer is solely responsible for monitoring, responding to, and processing emails sent to "abuse" or "postmaster" aliases for the Customer's Domain Names. The Customer further agrees that power2Cloud is not responsible for any content marketed by third parties on the Service that is not produced by power2Cloud itself.
The Customer further agrees to:
a. not to harm/oposeinessereturbativeadoperators/orotherCustomers;
b. abide by any limitations set forth in the use of the Service and in the use of the services exclusively reserved for persons of legal age;
c. hold power2Cloud harmless from any liability arising from failure to comply with such limitations.
Article 10 Limitation of Liability
The Customer acknowledges and agrees that power2Cloud shall not be liable to the Customer (whether for contractual or non-contractual liability, including liability for negligence) for any direct, indirect or consequential damage that the Customer may have suffered through the use of the Service or with respect to any damage otherwise obtained, including any loss of data, even if power2Cloud has been advised or should have been aware of the possibility that such loss might have occurred. In particular, Customer is obligated to.
indemnify and hold harmless power2Cloud, as well as its related or controlled entities, its representatives, employees as well as any of its partners from any and all compensatory obligations,
including any legal fees, that may be imposed on it in connection with your use of the Service.
The Customer shall be equally responsible for the use of the Service by third parties to whom he/she has authorized the use.
Likewise, power2Cloud shall not be liable:
- for any damage or loss suffered by the customer in the event of any unlawful use of data, loss, misappropriation, improper or unauthorized use of authentication tools to the Service, including by third parties and as a result of the loss of access credentials;
- for malfunctions and/or compliance defects and/or configuration errors and/or incompatibility of the Customer's devices/terminals that do not allow the fruition of the Service.
power2Cloud does not guarantee that the Service will be provided without interruption nor does it guarantee the integrity of the data, information and/or content stored, collected, preserved or transmitted via the Internet.
power2Cloud shall not be liable in the event of unauthorized access, corruption, deletion, theft, destruction, alteration and/or inadvertent disclosure of data, information and/or content transmitted, received or stored and has no obligations on the documents and data.
power2Cloud shall not be liable for any direct or indirect damages of any nature or magnitude, including loss of use, that may occur to the Customer as a result of damage and/or malfunctioning of Internet connectivity, as well as for damages resulting from unforeseeable circumstances, force majeure or causes otherwise not directly attributable to power2Cloud.
Art. 11 Applicable Law and Jurisdiction
This Contract shall be governed by Italian law. For any dispute relating to the interpretation, execution, performance, non-performance and/or termination of this Contract, the Court of Naples shall have exclusive jurisdiction.
Art. 12 Changes and/or updates to the Service
Customer agrees that Google may make Changes to the Services and Terms in URL in the manner set forth in Section 1.2 of the Google Workspace Agreement
Art. 13 Processing of personal data
The Customer's personal data will be collected and processed in compliance with applicable privacy regulations for purposes related to the provision of the Digital Service and the related technical, administrative and accounting management and any support services. The Data Controller for the processing of personal data is power2Cloud. At any time, the Customer has the right to request confirmation of the existence of personal data and to access them, to know their content, origin and processing methods, to request their updating, rectification, cancellation, portability, transformation into anonymous form or blocking of data processed in violation of the law. These rights may be exercised, by writing to power2Cloud at the registered office or at the pec address power2Cloud@legalmail.it.
Google will process Customer's personal data for the purposes and in the manner set forth in the Privacy Policy available on the Service documentation page located on Google's website https://www. google.com/intl/en/policies/privacy , which Customer must read before registering for the Service.
Art.1 Background and subject matter of the Contract
power2Cloud s.r.l. a company specializing in business digitization processes, with its registered office in Milan at Corso Buenos Aires, 77 20124, P. IVA 09669790967, has entered into an agreement with business partner HubSpot, based in Cambridge, MA United States on the basis of which power2Cloud can make available to its customers with VAT number (hereinafter "Customer" or "Customers") of HubSpot's Software Services (hereinafter "Service" or "services" or "HubSpot").
Article 2 Application of the "Contract for HubSpot"
The signing of this contract presupposes the Client's acceptance not only of this contract and the clauses below, but also of the contractual provisions covered by the "HubSpot Solutions Agreement" available at https://www.HubSpot.com/pricing/sales?term=annual&edition=starter
The obligations of the Client under the "Agreement for HubSpot" shall be effective for the duration of this Agreement where not waived by these provisions.
Art. 3 Features of the Service covered by the contract
From analysis to work processes, power2Cloud is committed to accompanying the Customer during all stages to identify and adopt the business strategy best suited to its needs.
Depending on the offer chosen, the Customer may acquire single licenses or take advantage of packages that include an included number of licenses. The number of licenses included will be indicated in the " Order Confirmation " forming an integral part of this contract.
power2Cloud may apply discounts on the monthly fee provided for the package that includes licenses. Such discounts if applied will be expressly indicated in the " Order Confirmation ". The Customer will receive training activities aimed at the installation and proper use of the tools provided by the Service if this is indicated in the " Order Confirmation ". This activity does not provide for the payment of additional fees other than those provided in the " Order Confirmation " as well as in Article 5 below.
The Client further agrees that HubSpot may verify that the Client owns or controls the Client Names and makes the provision of the Service contingent upon the successful completion of such controls.
Article 4 Support Service and Training
All inquiries pertaining to the operation and use of the Services shall be made by contacting power2Cloud at the telephone numbers provided at the time of signing this agreement.
power2Cloud is also committed to assisting the Customer through training for the use of HubSpot carried out on the individual and specific needs on site or remotely.
power2Cloud will be entitled at any time to subcontract this Service in whole or in part to third parties (Partners) without any prior authorization from the Customer.
Article 5 Fees and Payment Terms
Notwithstanding the provisions of Article 3 of the HubSpot contract, the Customer agrees to pay power2Cloud a monthly fee as consideration for the quantity of Services subscribed to as agreed in the economic conditions of the "C onferment of Order ".
The fees, calculated on a calendar month basis, will be charged to the Customer by power2Cloud by issuing a regular tax invoice and shall be paid within 30 (thirty) days from the date of the invoice.
Art. 6 Ownership of the Service and Copyrights
Activation of the Services, except as provided in these Terms, does not imply any assignment of title or any other rights relating to the Services, or to the trademarks, patents, copyrights, know-how owned by or in the availability of power2Cloud or HubSpot.
Article 7 Duration of the Contract, Withdrawal and Fees in case of withdrawal
Notwithstanding the provisions of Article 10 of the HubSpot Contract (duration) available on the site indicated in Article 2 above, this Contract may have a duration of 30 days, 3, 6 or 12 months from the signing of the same, depending on what is established in the " Order Confirmation ".
In all cases, the contract shall be deemed to be tacitly renewed from time to time upon expiration for a period of the same duration as that originally agreed upon, unless notice of termination is given by registered letter with return receipt at least 30 days prior to the original or subsequent expiration date to be made by registered letter with return receipt or by pec.
In the event that the parties have established in the order confirmation a duration of 30 days will not be provided to the Customer any time limit to exercise any termination of the contract which may be terminated at any time, by notice to be made in accordance with the procedures referred to in the preceding paragraph.
In case of exercising withdrawal before the agreed term, the Customer will still be required to pay the agreed monthly fees and power2Cloud will ensure the services covered by the offer until the term expires. It is understood that power2Cloud will not be required to return to the Customer any amounts already paid under this Agreement.
Art. 8 Termination
This Agreement shall be deemed to be terminated as of right by registered mail with return receipt requested to be sent to the other Party in the event that the other Party:
(i) Fails to comply with the essential terms and conditions of this Agreement and such failure is not satisfactorily remedied within fifteen (15) days following the written notice above, or;
(ii) It enters into liquidation, becomes insolvent or bankruptcy proceedings are opened against it or it enters into an assignment to creditors;
(iii) For the Customer alone if the Customer fails to comply with the provisions of Article 5 of this Agreement;
(iv) For the Customer only if the Customer breaches its obligations under the "Agreement for HubSpot" found at HubSpot.it/product/pricing/#support_pricing
power2Cloud may at any time decide to suspend and/or permanently terminate the Service without the Customer accruing any right to compensation and/or damages for this. power2Cloud will only be obliged to notify the Customer of the date of termination of the Service with at least 30 (thirty) days notice.
In the event of termination of this Agreement, all sums due to power2Cloud shall become immediately due and payable without notice or demand. Termination for any cause of this Contract shall not result in the termination of any other existing contracts with power2Cloud, which, therefore, shall remain in full force and effect.
Article 9 Obligations and Responsibilities of the Client
In using the Service, the Customer agrees, think the compensation for damages in favor of power2Cloud to:
a. not violate the provisions of laws, regulations, rights of third parties, including provisions relating to the law on the 'copyright;
b. not reverse engineer, decompile or disassemble any of the Services covered by this Agreement, except to the extent permitted by applicable law;
c. not forward, reproduce, duplicate or disseminate content that is licensed for personal use only.
d. not engage in acts of unfair competition including the unlawful diversion of employees pursuant to Article 2598, paragraph 1, no. 3 of the Civil Code, in particular by appropriating power2Cloud's human resources in a non-physiological manner.
The Customer is solely responsible for monitoring, responding to, and processing emails sent to "abuse" or "postmaster" aliases for the Customer's Domain Names. The Customer further agrees that power2Cloud is not responsible for any content marketed by third parties on the Service that is not produced by power2Cloud itself.
The Customer also agrees to:
a. not to cause damage and / or disruption to the operations of other Customers;
b. respect any limitations provided in the use of the Service and in the use of the services exclusively reserved for adults;
c. hold power2Cloud harmless from any liability arising from failure to comply with such limitations.
Article 10 Limitation of Liability
Customer acknowledges and agrees that power2Cloud shall not be liable to Customer (whether for contractual or non-contractual liability, including liability for negligence) for any direct, indirect or consequential damages that Customer may have suffered through the use of the Service or with respect to any damages otherwise obtained, including any loss of data, even if power2Cloud has been advised or should have been aware of the possibility that such loss might occur. In particular, Customer is obligated to indemnify and hold harmless power2Cloud, as well as entities related to or controlled by it, its representatives, employees as well as any of its partners from any indemnification obligations, including any legal fees, that may be imposed on it in connection with its use of the Service.
Customer shall be equally responsible for the use of the Service by third parties to whom it has authorized use.
Likewise, power2Cloud shall not be liable:
- for any damage or loss suffered by the Customer in the event of any unlawful use of data, loss, misappropriation, improper or unauthorized use of authentication tools to the Service, including by third parties and as a result of the loss of access credentials;
- for malfunctions and/or compliance defects and/or configuration errors and/or incompatibility of the Customer's devices/terminals that do not allow the use of the Service.
power2Cloud does not guarantee that the Service will be provided without interruption nor does it guarantee the integrity of data, information and/or content stored, collected, preserved or transmitted via the Internet.
power2Cloud will not be liable in the event of unauthorized access, corruption, deletion, theft, destruction, alteration and/or inadvertent disclosure of data, information and/or content transmitted, received or stored and has no obligations on the documents and data.
power2Cloud shall not be liable for any direct or indirect damages of any nature or magnitude, including loss of use, that may occur to the Customer as a result of damage and/or malfunctioning of Internet connectivity, as well as for damages resulting from unforeseeable circumstances, force majeure, or causes otherwise not directly attributable to power2Cloud.
Article 11 Applicable Law and Jurisdiction
This Contract shall be governed by Italian law. For any dispute relating to the interpretation, execution, fulfillment, non-performance and/or termination of this Contract, the Court of Rome shall have exclusive jurisdiction.
Art. 12 Changes and/or updates to the Service
Client agrees that HubSpot may make Changes to the Services and Terms in URL in the manner set forth in Section 1.2 of the HubSpot Agreement.
Art. 13 Processing of personal data
The Customer's personal data will be collected and processed in compliance with applicable privacy regulations for purposes related to the provision of the Digital Service and the related technical, administrative and accounting management and any support services. The Data Controller for the processing of personal data is power2Cloud. At any time, the Customer has the right to request confirmation of the existence of personal data and to access them, to know their content, origin and processing methods, to request their updating, rectification, cancellation, portability, transformation into anonymous form or blocking of data processed in violation of the law. These rights may be exercised by writing to power2Cloud at its registered office or at the pec address power2Cloud@legalmail.it. HubSpot will process the Client's personal data for the purposes and in the manner explained in the Information on the processing of personal data available on the documentation page about the Service on the HubSpot website https://www.HubSpot.com/pricing/sales?term=annual&edition=starter, which the Client must read before registering for the Service.
Art.1 Background and subject matter of the Contract
power2Cloud s.r.l. a company specializing in business digitization processes, with its registered office in Milan at Corso Buenos Aires, 77 20124, P. IVA 09669790967, has entered into an agreement with business partner Zendesk, based in San Francisco, California, USA, on the basis of which power2Cloud can make available to its customers with VAT number (hereinafter "Customer" or "Customers") Software Services of Zendesk (hereinafter "Service" or "services" or "Zendesk").
Article 2 Application of the "Contract for Zendesk"
The signing of this contract presupposes the Customer`s acceptance not only of the contract itself and the clauses set out below, but also of the contractual provisions covered by the "Contract for Zendesk Solutions" available at zendesk.it/product/pricing/#support_pricing
Customer's obligations under the "Agreement for Zendesk" shall be effective for the duration of this Agreement where not waived by these provisions.
Art. 3 Features of the Service covered by the contract
From analysis to work processes, power2Cloud is committed to accompanying the Customer during all stages to identify and adopt the business strategy best suited to its needs.
Depending on the offer chosen, the Customer may acquire single licenses or take advantage of packages that include an included number of licenses. The number of licenses included will be indicated in the " Order Confirmation " forming an integral part of this contract.
power2Cloud may apply discounts on the monthly fee provided for the package that includes licenses. Such discounts if applied will be expressly indicated in the " Order Confirmation ".
The Customer will receive training activities aimed at the installation and proper use of the tools provided by the Service if this is indicated in the " Order Confirmation ". This activity does not provide for the payment of additional fees other than those provided in the " Order Confirmation " as well as in Article 5 below.
The Customer further agrees that Zendesk may verify that the Customer owns or controls the Customer's Domain Names and makes the provision of the Service contingent upon the successful completion of such controls.
Article 4 Support Service and Training
All inquiries pertaining to the operation and use of the Services shall be made by contacting power2Cloud at the telephone numbers provided at the time of signing this agreement.
power2Cloud is also committed to assisting the Customer by means of training for the use of Zendesk carried out on the individual and specific needs on site or remotely.
power2Cloud will be entitled at any time to subcontract this Service in whole or in part to third parties (Partners) without any prior authorization from the Customer.
Article 5 Fees and Payment Terms
Notwithstanding the provisions of Article 3 of the Zendesk Agreement, Customer agrees to pay power2Cloud a monthly fee as consideration for the quantity of Services subscribed to as agreed in the economic conditions of the "C onferment of Order ".
The fees, calculated on a calendar month basis, will be charged to the Customer by power2Cloud by issuing a regular tax invoice and shall be paid within 30 (thirty) days from the date of the invoice.
Art. 6 Ownership of the Service and Copyrights
Activation of the Services, except as provided in these Terms, does not imply any assignment of title or any other rights relating to the Services, or to the trademarks, patents, copyrights, know-how owned or in the possession of power2Cloud or Zendesk.
Article 7 Duration of the Contract, Withdrawal and Fees in case of withdrawal
Notwithstanding the provisions of Article 10 of the Zendesk Contract (duration) available on the site indicated in Article 2 above, this Contract may have a duration of 30 days, of 3, of 6 or of 12 months from the signing of the same, depending on what is established in the " Order Confirmation ".
In all cases, the contract shall be deemed to be tacitly renewed from time to time upon expiration for a period of the same duration as that originally agreed upon, unless notice of termination is given by registered letter with return receipt at least 30 days prior to the original or subsequent expiration date to be made by registered letter with return receipt or by pec.
In the event that the parties have established in the order confirmation a duration of 30 days will not be provided to the Customer any time limit to exercise any termination of the contract which may be terminated at any time ius iure, by notice to be made in the manner referred to in the preceding paragraph.
In case of exercising withdrawal before the agreed term, the Customer will still be required to pay the agreed monthly fees and power2Cloud will ensure the services covered by the offer until the term expires. It is understood that power2Cloud will not be required to return to the Customer any amounts already paid under this Agreement.
Art. 8 Termination
This Agreement shall be deemed to be terminated as of right by registered mail with return receipt requested to be sent to the other Party in the event that the other Party:
(i) Fails to comply with the essential terms and conditions of this Agreement and such failure is not satisfactorily remedied within fifteen (15) days following the written notice above, or;
(ii) It enters into liquidation, becomes insolvent or bankruptcy proceedings are opened against it or it enters into an assignment to creditors;
(iii) For the Customer alone if the Customer fails to comply with the provisions of Article 5 of this Agreement;
(iv) For the Customer only if the Customer breaches its obligations under the "Agreement for Zendesk" found at zendesk.it/product/pricing/#support_pricing
power2Cloud may at any time decide to suspend and/or permanently terminate the Service without the Customer accruing any right to compensation and/or damages for this. power2Cloud will only be obliged to notify the Customer of the date of termination of the Service with at least 30 (thirty) days notice.
In the event of termination of this Agreement, all sums due to power2Cloud shall become immediately due and payable without notice or demand. Termination for any cause of this Contract shall not result in the termination of any other existing contracts with power2Cloud, which, therefore, shall remain in full force and effect.
Article 9 Obligations and Responsibilities of the Client
In using the Service, the Customer agrees, think the compensation for damages in favor of power2Cloud to:
a. not violate the provisions of laws, regulations, rights of third parties, including provisions relating to the law on the 'copyright;
b. not reverse engineer, decompile or disassemble any of the Services covered by this Agreement, except to the extent permitted by applicable law;
c. not forward, reproduce, duplicate or disseminate content that is licensed for personal use only.
d. not engage in acts of unfair competition including the unlawful diversion of employees pursuant to Article 2598, paragraph 1, no. 3 of the Civil Code, in particular by appropriating power2Cloud's human resources in a non-physiological manner.
The Customer is solely responsible for monitoring, responding to, and processing emails sent to "abuse" or "postmaster" aliases for the Customer's Domain Names. The Customer further agrees that power2Cloud is not responsible for any content marketed by third parties on the Service that is not produced by power2Cloud itself.
The Customer further agrees to:
a. not to harm/oposeinessereturbativeadoperators/orotherCustomers;
b. abide by any limitations set forth in the use of the Service and in the use of the services exclusively reserved for persons of legal age;
c. hold power2Cloud harmless from any liability arising from failure to comply with such limitations.
Article 10 Limitation of Liability
Customer acknowledges and agrees that power2Cloud shall not be liable to Customer (whether for contractual or non-contractual liability, including liability for negligence) for any direct, indirect or consequential damages that Customer may have suffered through the use of the Service or with respect to any damages otherwise obtained, including any loss of data, even if power2Cloud has been advised or should have been aware of the possibility that such loss might occur. In particular, Customer is obligated to indemnify and hold harmless power2Cloud, as well as entities related to or controlled by it, its representatives, employees as well as any of its partners from any indemnification obligations, including any legal fees, that may be imposed on it in connection with its use of the Service.
Customer shall be equally responsible for the use of the Service by third parties to whom it has authorized use.
Likewise, power2Cloud shall not be liable:
- for any damage or loss suffered by the Customer in the event of any unlawful use of data, loss, misappropriation, improper or unauthorized use of authentication tools to the Service, including by third parties and as a result of the loss of access credentials;
- for malfunctions and/or compliance defects and/or configuration errors and/or incompatibility of the Customer's devices/terminals that do not allow the use of the Service.
power2Cloud does not guarantee that the Service will be provided without interruption nor does it guarantee the integrity of data, information and/or content stored, collected, preserved or transmitted via the Internet.
power2Cloud will not be liable in the event of unauthorized access, corruption, deletion, theft, destruction, alteration and/or inadvertent disclosure of data, information and/or content transmitted, received or stored and has no obligations on the documents and data.
power2Cloud shall not be liable for any direct or indirect damages of any nature or magnitude, including loss of use, that may occur to the Customer as a result of damage and/or malfunctioning of Internet connectivity, as well as for damages resulting from unforeseeable circumstances, force majeure, or causes otherwise not directly attributable to power2Cloud.
Article 11 Applicable Law and Jurisdiction
This Contract shall be governed by Italian law. For any dispute relating to the interpretation, execution, fulfillment, non-performance and/or termination of this Contract, the Court of Rome shall have exclusive jurisdiction.
Art. 12 Changes and/or updates to the Service
Customer agrees that Zendesk may make Changes to the Services and Terms in URL in the manner set forth in Section 1.2 of the Zendesk Agreement.
Art. 13 Processing of personal data
The Customer's personal data will be collected and processed in compliance with applicable privacy regulations for purposes related to the provision of the Digital Service and the related technical, administrative and accounting management and any support services. The Data Controller for the processing of personal data is power2Cloud. At any time, the Customer has the right to request confirmation of the existence of personal data and to access them, to know their content, origin and processing methods, to request their updating, rectification, cancellation, portability, transformation into anonymous form or blocking of data processed in violation of the law. These rights may be exercised, by writing to power2Cloud at the registered office or at the pec address power2Cloud@legalmail.it.
Zendesk will process the Customer's personal data for the purposes and in the manner set out in the Personal Data Processing Policy available on the Service documentation page on the Zendesk website https://www.zendesk.it/company/customers-partners/privacy-policy/, which the Customer must read before registering for the Service.
