TERMS AND CONDITIONS

power2Cloud is a company that offers consulting in the field of information technology, planning and design of integrated systems, software and communication technologies.

It is hereby intended to regulate the general terms and conditions of purchase of services offered by power2Cloud.

Art. 1 - Definitions

• The following capitalized terms - declined in both the plural and singular - have the following meanings:

Art.2 - Scope and perfection of the Terms&Conditions.

• These Terms&Conditions apply to the Services provided by power2Cloud to the Customer referred to in Article 4 below.
• These Terms&Conditions are deemed accepted in their entirety and take effect upon Customer's signing of the Order Confirmation.
• In case of conflict between the provisions contained in these Terms&Conditions and those in the Order Confirmation, the latter shall prevail.
• The Customer who purchases the Services declares that he/she is able to assume the responsibilities arising from the use of the Services and the resulting economic burdens.

Art.3 - Partner Terms and Conditions.

• By signing the Order Confirmation, the Customer accepts, together with these Terms&Conditions, the general terms and conditions of sale of power2Cloud's Partners, whose services are purchased by the Customer. It shall be the Customer's responsibility to read the general terms and conditions of sale of the Partners before signing the Order Confirmation with power2Cloud.
• In case of conflict of the provisions contained in these Terms&Conditions with the general conditions of sale of the Partners regarding any technical aspect inherent to the provision of the services owned by them, the provisions of the general conditions of sale of the latter shall prevail.

Art.4 - Subject Terms&Conditions

• The subject of these Terms&Conditions is the provision by power2Cloud to Customer of two types of Services:
• Services owned by third parties (Partners) which power2Cloud has the right to resell as a result of agreements entered into with them, and which are licensed to the Customer for use under the conditions identified in the Order Confirmation and the Partners' general terms and conditions of sale;
• Professional services made available by power2Cloud to the Customer, as governed within the Order Confirmation, identifiable - by way of example only and not exhaustively - in consulting, training, implementation, training and set-up activities on technological solutions and IT systems.

Art.5 - Partner Services

• With regard to services owned by third parties resold by power2Cloud, Customer purchases one or more licenses to use Services, listed and detailed in the Order Confirmation.
• Licenses may be purchased by Customer individually or in the form of Packages comprising multiple Services, punctually identified by power2Cloud based on Customer's specific needs.
• The conditions of use of the Services owned by power2Cloud's Partners are governed by the general terms and conditions of sale of the latter, which the Customer undertakes to review and accept before signing the Order Confirmation with power2Cloud and using the same Services.

Art.6 - Professional Services

• power2Cloud provides the Customer with professional consulting Services such as, but not limited to: training and support activities, training, set-up of services in use, implementation and consulting on information and communication systems.
• The listing, description of the purchased activities and the manner of their delivery will be regulated in the Order Confirmation, based on what is agreed between the Parties according to the specific needs of the Customer.
• The activities referred to in this Article shall be delivered by power2Cloud in a number of hours agreed with the Customer and specifically identified in the Order Confirmation.
• Together with the activities specifically identified in the Order Confirmation, power2Cloud offers the Customer a dedicated support service including a technical account familiar with the Customer's infrastructure. This service is available by contacting, by phone or on the web platform, the service desk channels Monday through Friday from 9:00 am to 6:00 pm.
• The fee for the provision of Professional Services is identified in the Order Confirmation based on the number of hours requested by the Customer.
• In the event that the Customer requires additional Services beyond what is identified in the amount of hours within the Order Confirmation, the additional fee will be calculated and billed based on the rates and terms indicated in the same Order Confirmation.

Art.7 - Disclaimer

• power2Cloud does not guarantee that the results derived from the provision of the Professional Services will be as expected by Customer, therefore, the obligation inherent in the provision of Professional Services is intended as an obligation of means and not of result.
• With respect to the Professional Services set forth in Section 6 above, power2Cloud shall be liable only to the extent set forth in these Terms&Conditions and the Order Confirmation.
• The operation and any responsibility regarding the proper delivery of the Services owned by Partners and resold under license for use by power2Cloud are entirely subject to what is governed within the Partners' Terms&Conditions.

No liability shall be attributed to power2Cloud outside the provisions herein.

• In any event and outside of what is governed by the foregoing, power2Cloud does not guarantee that the Partner Services:
• will function uninterrupted and that they will be secure and available at all locations and/or times;
• any errors or defects will be corrected immediately;
• are free of viruses or harmful components;
• in case of renewal of the Contract, the features will remain unchanged from what was originally purchased;
• will remain active and usable without time limit.

Art.8 - Obligations of the Customer

• The Customer undertakes to use the purchased Services in compliance with national and international legislation and not to use them for fraudulent purposes or contrary to mandatory regulations of any state in which the Services are made available.
• The Customer is obliged to use the purchased Services in good faith, in compliance with these Terms&Conditions and the general terms and conditions of the Partners owning the purchased Services.
• The Customer agrees to cooperate with power2Cloud in order to enable the performance of all activities necessary for the fulfillment of the obligations arising from these Terms&Conditions.
• The Customer further agrees not to alter in any way the Services covered by these Terms&Conditions by engaging in decompilation, disassembly, system violation or product misuse practices.
• The Customer shall indemnify power2Cloud against any charge or damage resulting from the infringement of copyrights, intellectual and industrial property rights or others, owned by the Partners or third parties.
• Finally, the Customer undertakes to pay the price for the purchase of the Services indicated in the Order Confirmation, in accordance with the terms and conditions set forth in these Terms&Conditions and in the Order Confirmation itself.

Art.9 - Consideration

• The Customer agrees to pay to power2Cloud the fees identified in the Order Confirmation, based on the characteristics of the purchased Services.
• Payment of the agreed consideration shall be made in the means and manner indicated in the Order Confirmation.
• power2Cloud will issue invoices for the fees due from the Customer, who agrees to make payments in accordance with the terms set forth in the Order Confirmation.
• Prices for purchased Services identified in the Order Confirmation are subject to discounts, including periodic discounts, at the discretion of power2Cloud. Any discount provided by power2Cloud in favor of Customer will be expressly stated in the Order Confirmation.

Art.10 - Duration and renewal

• The duration of the Contract, in the event that the same relates to the purchase of Services owned by Partners, will be identified in the general terms and conditions of the latter and in the Order Confirmation. Any renewal will take place in accordance with the same general conditions.
• In relation to the provision of Professional Services, the duration of the Contract will be as identified in the Order Confirmation.
• The Contract shall be deemed to be tacitly renewed, for a period of time corresponding to the originally agreed duration, solely and exclusively with respect to the provisions concerning the additional Professional Services to be provided at the Customer's request. Conversely, the provision of Professional Services purchased on the basis of a jointly agreed upon amount of hours between the Parties will not be subject to tacit renewal.
• If the Customer does not intend to renew the Contract, it must give notice to power2Cloud by registered letter with return receipt or PEC at least 30 days before the agreed expiration date. In the event that the Contract has a duration of not more than 30 days, the Customer may communicate the will not to give effect to the renewal at any time in the manner described above.
• In case of communication of will contrary to the automatic renewal of the Contract, each Party remains, in any case, obligated to the services covered by this Agreement until its expiration date.

Article 11 - Intellectual Property.

• Unless otherwise agreed between the Parties, the models, schemes, algorithms, graphical elements, trademarks, logos and any other intellectual or industrial property title, are the exclusive ownership and property of power2Cloud and the Partners owning the purchased Services.
• The conclusion of the Contract between power2Cloud and the Customer does not entail, nor may it entail, any assignment, license or tacit consent to the use of the purchased Services, other than what is expressly provided for in these Terms&Conditions.

Article 12 - Modifications

• power2Cloud reserves the right, at its discretion, to modify these Terms&Conditions at any time.
• Any such amendment will be posted, with the date thereof, on the power2cloud.com website. power2Cloud will give prior notice to Customers with whom contractual relations exist of the updated Terms&Conditions by e-mail. If the Customer does not intend to accept the changes, he/she may exercise the right of withdrawal by sending power2Cloud a written notice by registered letter with return receipt or PEC within 30 (thirty) days of the above notice.
• The Partners may, at any time and at their complete discretion, modify the general conditions of sale referred to in Article 3, paragraph 1 above. No liability may be imputed by Customer to power2Cloud as a result of such changes.
• The Customer, therefore, accepts that the purchased Services may be subject to changes in the manner provided for in the Partners' general terms and conditions of sale, without the possibility for the Customer to make any kind of claim against power2Cloud.

Art.13 - Termination

• In the event that one of the Parties is in default of any of its obligations under these Terms&Conditions, the Order Confirmation or, with reference only to the Customer, the provisions contained in the Partners' general terms and conditions of sale, the other shall have the right to terminate the Contract, by sending to the defaulting party a written notice, by registered letter with return receipt or PEC, containing an express notice to comply within fifteen (15) days of receipt thereof.
• Once this period has elapsed without any compliance, the contract shall be deemed to be terminatedipso jure, without prejudice to the right of the fulfilling party to compensation for damages.
• Outside of the hypotheses referred to in the preceding paragraphs, it is the right of the Parties to exercise the right of withdrawal by sending a written notice by registered letter with return receipt or certified electronic mail (PEC), with a notice of at least 30 (thirty) days. The withdrawal will become effective at the expiration of the aforementioned term.
• Amounts due and unpaid by the Customer to power2Cloud will become due upon the expiration of the aforementioned thirty-day period.
• Any other reimbursement or indemnification or compensation by power2Cloud for the exercise of the right of withdrawal and for the consequent non-use by Customer of the Services during the remaining period is excluded.

Article 14 - Liability.

• Customer acknowledges and accepts full responsibility arising from the use of the purchased Services, based on the terms and conditions set forth in these Terms&Conditions and Partners' General Terms and Conditions.
• power2Cloud shall not be liable to Customer for any direct or indirect, punitive or consequential damages resulting from any one or more of the following:
• routine maintenance and extraordinary maintenance of the Services put in place by the Partners owning the same;
• misuse of the Services put in place by the Customer;
• anomalies or malfunctions of the Services due to causes not attributable to power2Cloud;
• non-performance or violation of these Terms&Conditions due to cause attributable to the Customer;
• breach of the general terms and conditions of the Partners owning the purchased Services for cause attributable to the Customer;
• actions that, in general, are beyond the control of power2Cloud;
• pecuniary or non-pecuniary damages of any nature resulting from the use of the purchased Services;
• temporary interruption of the Services.
• More generally, Customer shall not impute to power2Cloud any contractual or extra-contractual liability, direct or indirect, arising out of indemnification obligations, breach of statutory obligations, breach of obligations under these Terms&Conditions that are not directly put in place by power2Cloud, for: loss of profits, loss of revenue, loss of earning opportunity, loss of business opportunity, damage to reputation, loss or compromise of data, any indirect or consequential damage or loss with respect to the foregoing.
• The limitations and exclusions of liability set forth in the preceding paragraphs shall apply even in circumstances where power2Cloud had knowledge of the possibility of loss or damage.
• In any case, power2Cloud shall be liable to Customer only in cases of willful misconduct, gross negligence, and violation of public policy, resulting in the non-performance or serious delay in the performance of the Services.
• The Customer agrees to hold power2Cloud harmless from any possible claims by third parties for any damages, losses and costs arising from the same that have been caused by the failure to comply with these Terms&Conditions or the violation of the rights of others.

Article 15 - Force Majeure.

• The Parties agree that neither Party shall be liable for events beyond its reasonable control, such as: fires, floods, pandemics, singular adverse weather conditions, war, guerrilla warfare, measures imposed by civil or military authorities, strikes, lockouts, widespread network failures, government actions, or any other event that is considered by law to be a Force Majeure event.
• In addition, for the purposes of these Terms&Conditions, any suspension or interruption of technical equipment or facilities or platforms also falls within the cases of "Force Majeure" and, given the specificity of the structure of the Internet, power2Cloud does not guarantee the constant usability of the Services, being not liable in case of malfunctions, as governed by these Terms&Conditions.

Article 16 - Personal Data

• power2Cloud undertakes to treat personal data acquired within the scope and in execution of these Terms&Conditions in accordance with the EU Regulation No. 679 of 2016 (so-called GDPR) and the Protection of Personal Information Act 4 of 2013 (so-called POPIA).
• Customer's personal data will be processed in accordance with what is described within the privacy policy available at https://power2Cloud.com/privacy-policy .
• power2Cloud may disclose Customer's data to Partners who own the purchased Services, in order to ensure the best use of the Services.
• The data will be processed by the Partners in the manner illustrated in their respective privacy policies, which can be found on the websites of the Partners themselves.

Art. 17 - Final Provisions

• Should one or more clauses be affected by nullity or rendered unenforceable by the effect of law or by a decision imposed on the Parties, this shall not have the effect of causing the nullity of the entirety of these Terms&Conditions, nor shall it alter the validity and mandatory character of the entirety of the other clauses.
• These Terms&Conditions, and any dispute or claim arising out of or relating to them, shall be governed by and construed in accordance with Italian law.
• The Parties agree to make every out-of-court attempt to resolve any dispute that may arise under these Terms&Conditions.
• Should attempts at out-of-court settlement of disputes prove unsuccessful, jurisdiction shall devolve to the Court of Naples.

The following clauses are specifically accepted, pursuant to and for the purposes of Articles 1341, paragraph 2 of the Italian Civil Code:

Article 7 (Disclaimer), Article 12 (Amendments), Article 14 (Liability), Article 17 (Final Provisions)