GENERAL CONDITIONS OF USE
Art. 1 – Object
1.1 Performa S.r.l. (CF / PI 09820210962) with registered office in Vimercate (MB) via Torri Bianche 9 20871, subsequently called Supplier, has created a product that is composed of a database and a software called Performa Recruit that allows the User to enter related information to third parties (natural persons who will provide their data to the User of the product), which can be collected / modified / organized for the purpose of searching for and selecting personnel in compliance with current legislation. The software allows you to interact with the database and carry out the operations allowed based on the configuration of the product chosen by the User at the time of purchase.
1.2 The software interface consists of a website, made accessible to users through the insertion and verification of specific access credentials, provided after the purchase of the relevant license, which allows the same to interact with the database.
1.3 The Supplier will grant the User the license to use the product listed above, in a non-exclusive way, as the Supplier can also sell it to others. The information and data entered by the User will still be accessible only to the User himself.
1.4 The Supplier undertakes to provide the User with everything that is reasonably necessary for the proper use and normal operation of the software. By way of example, the supplier will be required to:
- provide database access and software application;
- provide the software configuration activity.
Art. 2 – Use of the product and its characteristics
2.1 The User undertakes to use the system exclusively for his own business activity with the express prohibition of assigning its use or access to third parties, be they companies or private individuals.
2.2 The User assumes all responsibility for tampering with the Product and its improper use, including the disclosure of the personal data contained in it in the absence of the relevant authorizations, and declares to guarantee and fully indemnify the Supplier from any claim of any nature that may be advanced by third parties as a result of the discriminatory or otherwise incorrect use of the features offered by the Product.
2.3 The Product has a storage and data entry capacity agreed upon in the Proposal, to whose exhaustion the User may either request the memory expansion from the Supplier, perform a service upgrade, or will have the possibility to delete some profiles to insert new ones .
2.4 The User is responsible for verifying the suitability of the product supplied under license in order to achieve the results desired by the same, as well as the installation of this licensed product, its use and its results. The latter is also responsible for choosing any type of program, machinery or service that he will use in connection with the aforementioned licensed program as well as the related results.
Art. 3 – User manual
The Supplier is required to make available to the User the set of documents necessary and necessary for the correct use and management of the software application commissioned. The documentation must be made available no later than the end of the implementation of the commissioned software application.
Art. 4 – Warranty exclusions
4.1 Except as expressly provided for by the law, the Supplier does not grant any other guarantee or insurance relating to the characteristics of the software product other than the limited warranty that accompanies the delivery of the Product itself, ie the guarantee that it complies with the attached documentation.
4.2 The Supplier does not provide any assurance or guarantee regarding the utility or effectiveness of the software product, it being understood that the success of these depends on a large number of factors independent of one’s own will, such as, for example, the infrastructures of the User, its management, customizations made, integrations with other software, etc. Consequently, the Supplier will in no case be held responsible for loss or damage, direct or indirect, deriving from the use of the software, such as, for example, loss of information or data, interruption of business, commercial bias, etc.
Art. 5 – Software trial – Free Trial version
5.1 The Supplier is available to provide the User with a Free Trial version of the Product, free of charge, which will expire automatically 15 (fifteen) days after activation, in order to allow it to try and understand the operation of the Product itself.
5.2 The User declares to have learned that the data entered in the Free Trial version of the Product may also be accessible to third parties, for pure technical needs, therefore it undertakes to respect the rules of protection of personal data and will be held responsible for all information , news, data, which will insert in the system in violation of the same. In the event of non-compliance, the User declares to indemnify and hold the Supplier harmless from any damage and / or request for compensation received from the improper use of the Product.
5.3 The Supplier is not required to guarantee continuous software operation for the Free Trial version.
Art. 6 – Duration and Renewals
The contract will last one year (365 days) and will be subject to automatic renewal from year to year, unless one of the Parties does not cancel, by registered letter A.R. or by pec, at least three (3) months before the annual expiration. The contractual costs will be adjusted without further notification at each expiry date within the limits of the ISTAT revaluation.
Art. 7 – End of the contract
7.1 At the end of the contract, the license will be deactivated and it will no longer be possible for the User to use the Product or download the data entered.
7.2 In the event that at the time of expiry of the contract the User has not previously canceled the data entered, the Supplier shall not be considered in any way responsible for the unlawful processing of the personal data entered and, in the event of claims of any nature whatsoever to be advanced by third parties as a result of improper use of the data contained therein, the User declares to guarantee and release the Supplier from any liability.
Art. 8 – User prohibitions
8.1 The User may not: a) make any reproduction of the permanent or temporary software, total or partial; b) carry out any translation, adaptation or transformation; c) carry out any form of distribution to the public; d) carry out any incorporation into other programs; e) grant a license to use or assign other rights of use to third parties.
8.2 The Supplier is the owner of the support – whatever the form or type – on which the software was originally registered and all subsequent copies of the original program.
Art. 9 – Confidentiality
9.1 All information, news, data, procedures, applications must be entered into the system in compliance with the rules for the protection of personal data. To this end, the Program presents a pre-compiled model of information pursuant to art. 13 of Legislative Decree 196/2003 that the User – in his capacity as owner of the processing of personal data towards third parties – has the right to use at his own choice, exempting the Supplier from any violations of Legislative Decree 96/2003 or from any applicable provision in the matter was disputed with the User.
9.2 The User therefore renounces any claim for compensation against the dependent Supplier or connected to the content of information made available by the system.
Art. 10 – Databases
10.1 Any databases (that is, data collection or other independent elements systematically or methodically arranged and individually accessible by electronic means or otherwise) formed as a result of the provision covered by this agreement are the property of the User who therefore owns all rights, without exception, pursuant to art. 64 quinquies of the law of 22 April 1941, n. 633 and subsequent amendments. The Supplier during the term of this contract is authorized to access the databases only to be able to perform system maintenance, where requested by the User. Any direct or indirect use is therefore prohibited. In no case will the Supplier be considered, pursuant to art. 102 bis of the law of 22 April 1941, n. 633 and subsequent amendments, maker of the database, so that he cannot exercise any of the rights provided for in this standard. The database cannot in any way be considered to be made available to the public, indeed it must be considered private and subject to specific secrecy, so that the rights provided by the art. 102 ter of the law of 22 April 1941, n. 633 and subsequent amendments.
10.2 Without prejudice to the above, the Supplier undertakes no obligation to make a back-up copy of the data entered by the User, unless specifically requested by the User, constituting in this case an additional service.
Art. 11 – Fee.
The consideration for the supply of the Product object of this agreement is determined at a flat rate on the basis of an evaluation of the activities commissioned and indicated in the Proposal. The amount indicated in the Proposal is intended as fixed, invariable and remunerative – unless otherwise indicated in the same indicated or attached – of general expenses, of any consumption, transport, organizational activity and anything else that may be necessary or useful to provide, perfectly executed rule of art and within the agreed times, the services covered by this agreement are transfused into the Proposal. The terms and methods of payment of the fee will be specified in the Proposal.
Art. 12 – Express termination clause
12.1 The Supplier may terminate the contract pursuant to art. 1456 of the Civil Code if the User does not comply with the agreed payment terms. In the event of termination, the User will be required to pay the entire agreed sum as per contract, subject to compensation for greater damages.
12.2 Following the communication of termination of the contract pursuant to art. 1456 of the Civil Code, the Supplier may suspend, at its sole discretion and without any damage being requested by the User, the use of the Product.
12.3 The effects of termination start from the day following receipt of the resolution communication.
Art. 13 – Custody obligation
13.1 The User has a specific obligation to keep the Product and, in particular, undertakes – for himself and for his employees – to promptly notify the Supplier of access, removal or reproduction of all or part of the Product.
13.2 The User undertakes not to transfer codes and documentation relating to the Product to third parties, neither in the version received from the Supplier, nor in any subsequent versions modified and / or extended, assuming the obligation to allocate the software delivered by the Supplier and its any changes and extensions following a mere internal use. The Supplier retains all rights associated with the commercial exploitation of the developed software and any changes and extensions that it will develop independently.
Art. 14 – Domicile of the Parties
Any communication relating to this Contract will be considered valid and, therefore, effective only if sent to the following addresses: – as for the User as for the Performa Srl Supplier Tel. 039.6612482 and email@example.com or at the different address and fax number that each of the Parties may subsequently communicate to the other, by registered letter with return receipt.
Art. 15 – Changes to this Agreement
Any modification of this agreement must be formalized in writing, under penalty of nullity.
Art. 16 – Exclusive forum
In the event of a dispute regarding the validity, interpretation and application of the contract, the Court of Milan will always have exclusive jurisdiction.
Art. 17 – Protection of personal data
By accepting this contract, the Customer appoints Performa S.r.l. as Head of external processing for data management and IT systems. In particular, the responsibility will be limited to maintenance and support activities relating to the management platform used in the cloud environment, including the activity of access and / or acquisition, for diagnostic purposes only, of archives or parts of them. The designation of the Responsible takes place due to the possession of the latter in terms of the experience, capacity and reliability required by Article 28 of the European Regulation 2016/679 (GDPR). The Manager has been recognized with the requisites of experience, capacity and reliability required by the art. 28 European Regulation 2016/679 and will have to do everything necessary to comply with the current or future provisions on the protection of personal data.
The Manager may therefore, independently, take all the appropriate initiatives and interventions to guarantee the correct experiment of the assigned function. In particular:
– corrective and evolutionary maintenance of the Performa Srl management software solution (hereinafter the “Performa solution”);
-the administration of the hardware and software platform related to the Performa solution;
– the administration and management of the connectivity platform (internal and / or outsourced through a provider selected directly by the appointed manager) of the Performa solution;
The Customer is informed that, in the absence of such appointment, Performa S.r.l. cannot guarantee the correct and efficient provision of corrective maintenance and support services, as it is in fact impossible to access the Customer’s database.
The Customer is also informed that, by signing this contract, he authorizes Performa S.r.l. to the automated and anonymous collection of the usage data of the purchased management system and that such data will be used exclusively for statistical purposes and with exclusively technical purposes and linked to the optimization of the processes for the early resolution of problems.
Art. 18 – Interpretation and conclusion of the Contract The premises and clauses of this private agreement constitute the general conditions of the Contract that the Parties will conclude. Following verbal and / or telephone agreements following the signing of this document, the Supplier will send in writing a “proposal” containing all the data and elements referred to in these general conditions. This proposal must be understood as a “punctuation” (also called “minuta”). In other words, it is the documentation containing the terms of the future by concluding the Contract. To this end, the User will sign the proposal for acceptance. It is understood between the Parties that if the Supplier himself signs at the same time and / or in the course of time more letters of appointment, the same shall consider valid and effective and perfectly operating the general conditions already signed together with the first letter of engagement accepted. The Contract will also be considered as concluded if within the 7 (seven) days following receipt (also by fax) of the letter of appointment by the latter Supplier or has executed the Contract or has not delivered (also by fax ) within the same term a revocation of the proposal or has formulated a new proposal.