General Terms and Conditions

1. INTRODUCTION

These general conditions of service (the "General Conditions"), together with the other terms and conditions set forth in the Economic Conditions and the Data Processing Agreement, govern the use of the Software of NSI Nier Soluzioni Informatiche S.r.l. ("NSI"), or the software called UTOPIA, by the Customer of NSI (the "Customer"), also in relation to the relationship between the Customer and any end users of the software. The Customer is equipped with a data processing system ("Customer System") suitable for the use of NSI software.

1.1 CONCLUSION OF THE CONTRACT

The contract between NSI and the Customer will be concluded with the declaration of acceptance by the Customer to be expressed by selecting the appropriate spaces ("flag") present on the UTOPIA website. By accepting these General Conditions and the Economic Conditions, you declare that you have carefully read, understood and accepted all the clauses contained in the following documents:

1. General Conditions;
2. Economic Conditions (Article 6);
3. Privacy Policy (Article 16);
4. Data Processing Agreement;

all together referred to as "Contract", and to have saved a copy on a lasting support.

The Customer may, in any case, and at any time, consult:

1. These General Conditions here: https://www.utopiathesoftware.com/en/privacy/terms-and-conditions

2. Economic Conditions here: https://www.utopiathesoftware.com/en/pricing or, alternatively, in the specific Economic Offer received.

3. Product Privacy Policy: https://www.utopiathesoftware.com/en/privacy/product-privacy-policy

4. Data Processing Agreement: https://www.utopiathesoftware.com/en/privacy/data-processing-agreement

FREE TRIAL SERVICE

For the use of the free UTOPIA trial service, the authorization to process the data provided for the purposes of the test itself will be sufficient, as requested during the request for membership of the service itself which, in any case, will have a maximum duration of fourteen days from the aforementioned authorization.

1.3 OWNERSHIP OF THE SERVICES

The NSI services are based on projects and software designed, developed and/or implemented by NSI.

All rights relating to the use of the NSI and UTOPIA trademarks are the exclusive property of NSI Nier Soluzioni Informatiche S.r.l. NSI will take all necessary actions, in the competent judicial offices, to protect its trademarks from counterfeiting, alteration or unauthorized use.

1.4 COMPANY DATA

The NSI services are provided by NSI Nier Soluzioni Informatiche S.r.l., with headquarters in Castel Maggiore (BO), Via Bonazzi 2, P. I.V.A. No. 03100430408, registered in the Register of Companies at the CCIAA of Bologna at n.423587.

To contact NSI, the customer can write to the email address commerciale@nsi.it or call 051/0391000.

2. OBJECT OF THE SERVICE

2.1 SERVICES PROVIDED

NSI will provide the Customer with access to and use of the UTOPIA software, with the functionalities accessible on the date of conclusion of this Contract and testable through the free trial service referred to in the previous art. 1.2.

2.2 SERVICES EXCLUDED

The Services provided by NSI do not include the services indicated in the following list, which is exemplary and not exhaustive:

1. Customer-specific software customizations;
2. supply of any hardware and software components not described, installation of software realizations developed by third parties on behalf of the Customer;
3. modification and/or repair of software realizations acquired by the Customer on the license of third parties;
4. modification and/or repair of software projects developed by third parties on behalf of the Customer;
5. subscription on behalf of the Customer of contracts relating to the purchase and/or repair of hardware and software components.

In any case, everything that is not expressly included in this Contract remains excluded.

3. NATURE OF THE OBLIGATIONS ASSUMED BY NSI

The provision of services pursuant to art. 2 must be understood as an obligation of means, with the exclusion of any result obligation by NSI, without prejudice to the fact that it guarantees the correct operation of the UTOPIA software.

4. KNOWLEDGE OF THE CUSTOMER OF SERVICES OFFERED

The Customer declares to know the features offered by the software object of the contract.

5. OWNERSHIP - USE

The Customer declares to be aware that NSI, in providing the services and/or requested assets, uses the name NSI, its logos, its registered domains, the names of the product and the service associated with the assets and/or services, and the other brands and distinctive signs of the services and products offered; some audio and visual information, documents, software and other works of copyright and other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, inventions and other technical or tangible material or intangible information (collectively "NSI Technology"), and that NSI Technology is covered by intellectual property rights owned or licensed by NSI (collectively "NSI Rights").

NSI grants the Customer and its Users the non-exclusive, non-transferable, non-sublicensable right of access and use of the services and/or assets offered according to this Contract. The Customer expressly authorizes NSI to use its names and distinctive signs on the NSI website, as well as on NSI's promotional and advertising material.

All information and data entered by the Customer or conferred by authorized access to the Customer's software in the NSI systems are and remain the exclusive property of the Customer. Consequently, the Customer assumes all responsibility for such data and information and their content, their treatment and, more generally, their management.

6. ECONOMIC CONDITIONS

6.1 SUPPLY CONDITIONS

The type of service chosen, the conditions of supply, the place of supply, and the cost of the service are defined in these General Conditions.

6.2 ECONOMIC CONDITIONS

The Economic Conditions are specifically described at the following link: https://www.utopiathesoftware.com/en/pricing or, alternatively, in the specific Economic Offer received.

7. FEES

7.1 PAYMENT METHODS

As consideration for the services received and the right to use the UTOPIA software, the Customer will pay to NSI the fees detailed in the Economic Conditions referred to in the previous art. 6. NSI will invoice the fees, annually in advance, for the full amount due, or in monthly installments in advance, as chosen by the Customer at the time of conclusion of the Contract.

7.2 TERM OF PAYMENT

Payments must be made by the Customer together with the conclusion of the Contract and, later, by the expiry date of each annual or monthly invoice, according to the methods chosen by them at the time of conclusion of the Contract.

7.3 CONTINUITY OF PAYMENTS - CLAUSE SOLVE AND REPEAT

By way of derogation from Article 1460 of the Civil Code, payments must, in any case, be made at the expiration dates referred to in Article 7.2 above, even if there are any disputes and exceptions by the Customer, which must be treated separately and resolved once the payment of the due amount has been made by the Customer. Therefore, the payments due by the Customer cannot be deferred or reduced even in case of contestation, pursuant to art. 1462 of the Civil Code.

7.4 DELAY OF PAYMENTS

Failure to pay the fees in the terms indicated above will allow NSI to suspend the supply of the Services, as well as to terminate the contract pursuant to art. 1456 c.c. In case of payment by direct debit (eg. credit card), NSI will still try, for a maximum of three times, to make the charge before the suspension of the service, however, giving notice to the e-mail address used by the Customer in phase activation of his domain. It will be the unquestionable right of NSI to decide whether, in view of the
late payment made by the Customer after the suspension of the supply, consider terminating the contract or restoring the service, without prejudice to the right of the Customer to obtain the reimbursement of any amount paid in excess.

7.5 CHANGE OF RATES

The economic considerations indicated in the Economic Conditions are established with reference to the date of conclusion of the Contract. The Economic Conditions may be changed, at the discretion of NSI, to each annual expiry of the Contract.
In this case, NSI will transmit to the Customer by email, to the address indicated at the time of conclusion of the Contract, a notice of change within 30 days prior to the annual expiry of the Contract, and the changes will be viewed through the publication on the website https://www.utopiathesoftware.com/en/pricing.

In the case of a specific Economic Offer, NSI will send to the Customer via email, at the address indicated by the latter at the conclusion of the Contract, a notice of change within 30 days prior to the annual expiry of the Contract, and the changes will be viewed in the new specific Economic Offer contained in the notice. The Customer will always be free to accept the new Economic Conditions or to withdraw from the Contract. In both cases, in the absence of express notice of refusal by the Customer, the Contract will be tacitly renewed according to the new Economic Conditions.

8. TAX CHARGES

Any duty, tax or contribution, in any case weighing on the present contract, fees or services provided therein, will be charged to the customer, excluding income tax payable by NSI.

9. LIABILITY, LICENSE, AND RESOLUTION OF THE CONTRACT

9.1 LIABILITY

Any liability of NSI not attributable to willful misconduct or gross negligence is excluded.

Within the limits of what is permitted by law, there is a limitation of liability in favor of NSI for any damages of any kind and type, direct and indirect, that may achieve the activities covered by the contract equal to the annual value of the contract, without prejudice to compliance what is foreseen by the art. 1229 of the Civil Code. Likewise, any liability of NSI for damages or consequences deriving from causes, in any case, attributable to the products supplied/indicated by the Customer, as well as for any damage or consequences resulting from interventions, operations, installations, etc., made by the Customer by third parties authorized by him on the Customer's Information System.

9.2 LICENSE AND RESOLUTION OF THE CONTRACT

The Customer undertakes to keep NSI relieved and free from any and all complaints, claims, requests, actions of third parties connected and consequent to the use of UTOPIA and its products, and deriving from the Customer's failure to comply with the obligations arising from this Contract, and any eventual violation of the law, without prejudice to the right of NSI, in such cases, to terminate the contract pursuant to and for the purposes of art. 1456 c.c., in addition to the right of NSI to obtain compensation for any damage suffered.

10. FORCE MAJEURE

In all cases of force majeure (such as, by way of example but not limited to, earthquakes, natural disasters, war, embargo, revolt, interdiction and restriction of imports or exports, close strike, lack of ability to find raw materials), the Parties will not be liable for breach or defect of the service object of this contract.

11. ACCESSORY GUARANTEES

NSI warrants that any software used by NSI itself is of legitimate origin and complies with the relevant licenses and warranties, and undertakes to relieve the Customer from any cost and liability for alleged violations by the said products, regarding any intellectual/industrial property rights claimed by third parties.

All information and data entered by the Customer or conferred by authorized access to the Customer's software in the NSI systems and/or sent to the End Users through the services of NSI are and remain the exclusive property of the Customer.

Consequently, the Customer assumes all responsibility for such data and information, for their acquisition and origin, for their content and for their management.

12. DURATION

This Contract may have an annual or monthly duration, depending on the purchase methods chosen by the Customer at the time of conclusion of the same. The Contract is automatically renewed for an equal period, except for withdrawal to be communicated pursuant to the following art. 13, without prejudice to what has been agreed with the previous art. 7.5.

13. WITHDRAWAL

The withdrawal can be exercised by both parties, after written notice to be sent within 30 days before the automatic renewal of the Contract: if the withdrawal will be exercised by the customer, the same will have to log in to his account and access Subscription > Manage organizations, click on the subscription cancellation button and confirm his choice, or alternatively, send the communication to the PEC address nsi@arubapec.it. If the withdrawal will be exercised by NSI, the same will send the communication to the email address used by the Customer during the activation of its domain, and to the PEC address that the latter, for this purpose, committed to providing. The services will remain active until the end of the subscription period (monthly or annual), without prejudice to the voluntary destruction of the domain (and of all its data, including backups) that can be exercised directly by the customer. In this case, there is no reimbursement for the subscription rate not used.

13.1 DATA RETENTION

In cases where the customer does not renew the subscription previously activated for a specific organization, the data entered will not be automatically deleted but will remain available within the limits of the ESSENTIAL plan for 90 days.

NSI, after the end of the subscription period, reserves the right to delete all data after 90 days, after notifying the customer by email.

During the 90-day period, the customer can avoid the cancellation of data by subscribing to a new annual subscription. For all organizations added to your account and never purchased, the period of retention of data, after the 14-day free trial, is 90 days.

The data will be permanently deleted after 90 days from the termination of the contract and if there are no specific requests from the customer.

14. MODIFICATIONS

Any changes or additions to this contract will be communicated to the customer via email at the address indicated by the same. In case of failure to reply within 15 days from receipt of such communication, the modifications and additions will be deemed accepted and in force for all purposes between the Parties.

15. PROHIBITION OF TRANSFER OF THE CONTRACT

None of the parties may transfer this contract to third parties, except with the express written consent of the transferred party.

16. PRIVACY AND PROTECTION OF PERSONAL DATA

The Privacy Policy is available at the following link: https://www.utopiathesoftware.com/en/privacy/product-privacy-policy.

17. EXCLUSIVE COURT

The regulating law is the Italian one.

Any dispute concerning the validity, effectiveness, interpretation, execution, and application and termination of this contract will be exclusively and mandatory jurisdiction of the forum of Bologna.

Pursuant to and for the purposes of Articles. 1341 and 1342 of the Italian Civil Code, the parties declare to expressly approve the contents of the following clauses: art. 3 (Nature of the obligations offered by NSI): art. 4 (Knowledge of the client of the services offered); art. 5 (Property-Use); art. 6 (Economic Conditions) art. 7 (Fees); art. 8 (Tax charges); art. 9 (Responsibility and indemnity); art. 10 (Force majeure); art. 11 (Accessory guarantees); art. 12 (Duration); art. 13 (Withdrawal); art 14 (Modifications); art. 15 (Prohibition of transfer of the contract); art. 16. (Privacy and protection of personal data); art. 17 (Exclusive court).