GENERAL TERMS OF USE FOR PRODUCTS AND SERVICES SUPPLIED BY THE COMPANY

Preamble

These General Terms and Conditions (hereinafter the “Terms”) govern the licence and use of services and/or software products and/or consultancy and/or support services and/or the results of those services, in any form or format, in whole or in part (hereinafter, individually or collectively, the “Product(s)”) supplied by Sysman Progetti & Servizi S.r.l., with registered office in Rome, Via Benedetto Croce 62 A/1, 00142 (hereinafter the “Company” or “Sysman”). These Terms also apply where the above Products are distributed, in whole or in part, by a subsidiary or a company in which Sysman holds an interest, or by an authorised Sysman distributor.
The user, whether a natural or legal person, individual or collective, who accesses and/or uses the Company's Products, in whole or in part (hereinafter the “Customer”), agrees to be bound by these Terms.

1. Contractual documents and special clauses

These Terms apply to the use and/or exploitation of the Products agreed through individual orders with the Customer, and extend to all updates, adaptations, improvements, developments, related documentation and derivative works, whether partial or complete, of the Products made by the Company.
If an Order contains special contractual conditions that conflict with these Terms, the special contractual conditions shall prevail. The term Order(s) means an offer, a purchase order, an order or any comparable document that specifies, by way of example, the Products provided for the Customer's use and/or under licence, their price and invoicing conditions.

2. Intellectual property rights

All industrial and intellectual property rights and rights of economic exploitation in the Products, including without limitation those made available through the Cloud, in whole or in part and worldwide, belong exclusively to the Company and shall remain so. The Customer acquires no intellectual property rights in the Products and/or related Cloud services. The Customer undertakes not to remove or alter any intellectual property notice on or within the Products. All rights in trademarks, logos, designs and other distinctive signs accompanying the Products also belong to the Company. The Customer may therefore use them only with the Company's separate written authorisation.

3. Licence and use of the Products

3.1. The Company grants the Customer the use and/or licence to use (as applicable, individually or collectively the “Licence”) of the Products specified in individual Orders, for the duration stated in each Order, effective from the date of activation by the Company, under these terms and conditions and any special conditions in each Order, as provided in Article 1 above. The Licence does not entail any waiver or transfer by the Company of the rights referred to in Article 2.

3.2. The Products are licensed on a non-exclusive basis at the price agreed with the Customer. The Customer may not sublicense the Products or allow third parties to use them, in whole or in part, without the Company's written consent. Each Order will specify the number of primary and, where applicable, secondary user accounts enabled and authorised to use the Products, including concurrently. Products may be made available through the Cloud; in that case, access to and use of the Products will be subject to the specific terms and conditions of the Cloud service provided by the Company. The Customer must comply with all Cloud service rules and guidelines, including without limitation those concerning intellectual property, security policies and privacy.

3.3. The Company will provide the Customer with access credentials for the Products agreed in the Order. It will also provide the technical information needed to use and install the Products and information about devices that support them. The Customer must therefore check the suitability and compatibility of its systems, including for Products made available through the Cloud, and waives any claim against the Company for malfunctions caused by inadequate systems or failure to follow the Company's instructions.

3.4. The Customer is prohibited from:

a) using the Products on devices other than those agreed with the Company.

b) disclosing, publishing or marketing the Products unless expressly authorised by the Company, including after the Licence expires.

c) duplicating or copying, or having others duplicate or copy, the Products in whole or in part, including after the Licence expires. The Customer is permitted one backup copy after notifying the Company; that copy may be used only to reinstall the Products. For Products made available through the Cloud, the Customer is not authorised to create backup copies, as this is managed by the Company or the Cloud service provider.

d) transferring the Products, in whole or in part, or allowing third parties to use them, in whole or in part.

3.5. If the Customer uses the Products for unlawful purposes, the Company shall be held harmless from any liability.

3.6. The Company reserves the right to carry out periodic checks to verify the Customer's valid and lawful use of the Products, in whole or in part. Such checks may include, without limitation, inspections, requests for documentation and technical checks, and will be conducted in accordance with applicable regulations and contractual clauses. The Customer undertakes to cooperate fully during these checks, providing all information and access needed to ensure compliance with the Terms, any special conditions and applicable laws. For Products made available through the Cloud, checks may include access to Cloud service usage logs to verify compliance with these Terms.

3.7. The Company may immediately terminate the Terms, the Licence and the relevant Order if the Customer breaches any provision of this Article, without prejudice to the Company's right to seek compensation for any damage suffered.

4. Product updates

The Company will provide Product updates to the Customer during the Licence term, exclusively for the licensed Products. All Terms and special conditions relating to the Products shall apply to these updates, without prejudice to the Company's right to request additional payment. The Customer acknowledges and accepts that updates may change or remove certain Product features.

5. Prices and payments

5.1. The fee payable for the Product Licence is specified in the individual Orders signed by the Customer.

5.2. Product updates may be subject to a separate fee, to be agreed between the parties in each case.

5.3. Licence renewal carries a separate fee, to be specified in a separate Order or other written agreement between the Customer and the Company.

5.4. Fees must be paid within the deadlines stated in the relevant Order signed by the Customer. In the absence of specific instructions, payment is due within 30 days of receipt of the Company's invoice.

5.5. In the event of non-payment or late payment of any amount, the Company may: (a) immediately suspend all performance due under the Terms and the individual Order, including the Licence and ancillary services; (b) terminate the Licence and the Terms early by simple written notice pursuant to Article 1456 of the Italian Civil Code; (c) suspend all performance due under any other contracts in force with the Customer, including use of the products licensed under those contracts and any related services.

5.6. The Customer waives the right to raise disputes or objections without first fulfilling its payment obligations under this Article.

5.7. All amounts under this Article are exclusive of VAT and any other applicable tax.

6. Withdrawal from the market

6.1. The Customer acknowledges that the Products are subject to continuous technological development, which may make them obsolete and require their withdrawal from the market and/or possible replacement with new products. The Company reserves the right, at its sole discretion, to withdraw one or more Products and/or related services from the market during the Licence term.

6.2. In that event: a) the Company will give the Customer written notice of its intention to withdraw one or more Products at least six months in advance. The notice will describe any new product or service replacing the withdrawn one, which may be based on different technologies; b) if the withdrawn Product is not replaced, the Terms and Licence shall cease to apply to it on the date stated in the notice, and in any event no earlier than the six-month period mentioned above. From that date, the withdrawn Product will cease to function or be provided, and the Customer will be entitled to a refund of any fees already paid for the period in which it cannot use the withdrawn Product; c) if the withdrawn Product is replaced with a new product, the Customer may withdraw from the Licence and Terms in respect of the withdrawn Product, effective on the last day of the sixth month following the notice date. Otherwise, the Terms and Licence will continue to apply to the new product, and all references to the withdrawn Product will be understood as references to the new product.

7. Disclaimer of warranty

7.1. The Products are provided ‘as is’ and ‘as available’, without any warranty of any kind, express or implied, including without limitation customer satisfaction, merchantability, freedom from errors, fitness for a particular purpose, performance arising from use, trade or practice, or infringement of third-party rights arising from the Customer's use of the Products. The Company will nevertheless provide support in the event of errors, without this constituting any assumption of liability for damage or consequences arising from those errors.

7.2. The Customer expressly acknowledges and accepts that use of the Products is entirely at its own risk.

7.3. This disclaimer of warranty shall remain in force after expiry or termination of the Licence and Terms.

8. Damage and liability

8.1. The Company shall be liable only for direct and foreseeable damage arising from a serious or intentional breach of its obligations under these Terms. In no event shall it be liable for indirect, incidental, special, consequential or punitive damage, including without limitation loss of profits, goodwill, use or other intangible losses arising, for example, from (a) use of or inability to use the Products; (b) unauthorised access to or alteration of the Customer's data; (c) third-party statements or conduct concerning the Products; (d) bugs, viruses, trojans or similar items transmitted through the Products by third parties.

8.2. In any event, the Company's total liability arising from any direct or foreseeable damage shall not exceed the total amount paid by the Customer for the Licence to the relevant Products in the twelve (12) months preceding the event giving rise to liability.

8.3. The Company shall not be liable for damage caused by: a) the Customer's improper or unauthorised use of the Products; b) malfunctions or incompatibility of the Customer's systems;

c) modifications or work on the Products by the Customer or third parties without the Company's consent; d) force majeure events, including without limitation natural disasters, wars, riots, terrorist acts, or network or internet service interruptions.

8.4. The Customer undertakes to take all reasonable measures to mitigate any damage suffered. Failure to do so shall exclude or reduce the Company's liability for damage that could have been avoided or reduced by those measures.

9. Duration, withdrawal and termination

9.1. The Customer may withdraw from the Terms with the Company only in the following cases: a) the Company fails to provide the Products by the agreed deadline and does not remedy the breach within 30 days of receiving formal written notice from the Customer; b) the Products have serious defects preventing normal use and the Company fails to correct them within 30 days of receiving the Customer's written report.
In the event of withdrawal, the Customer remains liable for fees accrued up to the date on which the Products were actually used. The Customer must also compensate the Company for damage and costs related to or arising from withdrawal and resulting from a failure to cooperate in resolving defects, where that conduct prevented or delayed their correction.

9.2. If the Customer breaches any provision of these Terms, including without limitation non-payment of all or part of the fees due, and does not remedy the breach within 15 days of receiving formal written notice, the Company may: a) immediately suspend provision of the Products and related services; b) terminate the Terms and Licence with immediate effect by written notice; c) suspend provision of products and services under any other contracts in force with the Customer.
The Customer shall be liable to compensate the Company for any damage caused.

9.3. Upon termination of the Terms for any reason, the Customer must immediately stop using all or part of the Products, destroy all copies, including partial copies, in its possession or control and, if requested by the Company, provide written confirmation of destruction. Termination does not affect rights or obligations accrued up to the termination date.

10. Contractual amendments

The Company reserves the right to make unilateral amendments to these Terms by giving the Customer at least 30 days' written notice. Unless otherwise stated, amendments take effect at the end of that period. If the Customer does not accept the proposed amendments, it may withdraw from the Terms and Licence without penalty by notifying the Company within the stated notice period. If the Customer gives no notice, it will be deemed to have accepted the amendments, which will automatically apply to the existing Licence.

11. Confidentiality

The Customer and the Company undertake to keep private and confidential all information exchanged under these Terms and/or the Licence and/or the Order, including without limitation business data, technical information, product specifications, code, documentation, diagrams, 2D and 3D drawings, samples, business strategies, know-how, trade secrets, customer and supplier information, financial and contractual terms and conditions, supporting documents and materials, and any other information identified as confidential when communicated or not expressly identified as such but clearly confidential in nature, in whole or in part. The parties shall refrain from using it for purposes other than those envisaged by the Terms and/or Licence and shall not disclose it to third parties without the other party's prior written consent, unless disclosure is required by law or competent authorities. Confidentiality obligations remain in force after Licence expiry or termination of the Terms, until otherwise stated or authorised in writing by the Company.

12. Personal data processing and ethics

12.4. The Company undertakes to process the personal data of the Customer and its employees solely for purposes connected with performance of these Terms, including without limitation Order management, Product provision, technical support and invoicing.

12.5. The Company undertakes to process personal data in accordance with Regulation (EU) 2016/679 (GDPR) and all other applicable personal data protection legislation.

12.6. The Company may process identification, contact and tax data, and data on the Customer's use of the Products. It undertakes to limit processing to the data necessary for the stated purposes.

12.7. Personal data will be processed using manual and automated tools that ensure its security and confidentiality, in compliance with the technical and organisational measures required by Article 32 of the GDPR.

12.8. The Customer may exercise the rights recognised by Articles 15–22 of the GDPR, including access, rectification, erasure, restriction of processing, data portability and objection, by sending a written request to the Company at the email address stated in these Terms.

12.9. The Company will not disclose the Customer's personal data to third parties except where required by law or for purposes strictly connected with performance of these Terms. In such cases, recipients will be subject to the same confidentiality and security obligations adopted by the Company.

12.10. Personal data will be retained only for the time strictly necessary to achieve the purposes for which it was collected and processed, unless legal obligations require a longer retention period.

12.11. Where processing requires the appointment of external Data Processors, the Company will ensure that they comply with the same security and confidentiality obligations under the GDPR.

12.12. In the event of a personal data breach, the Company will inform the Customer and, where necessary, the Italian Data Protection Authority, as provided in Article 33 of the GDPR.

12.13. For any matter relating to personal data processing, the Customer may contact the Company's Data Protection Officer (DPO) at privacy@sys-man.it.

12.14. The SA8000 Social Responsibility Policy forms an integral part of these Terms; the Customer therefore agrees to adopt internal and external practices that comply with it or equivalent standards. The Company reserves the right to periodically verify the Customer's compliance; breaches may constitute grounds for termination of the Terms and Licence.

13. Applicable law

These Terms are governed by and interpreted in accordance with Italian law. Any dispute arising from or relating to their validity, interpretation, performance or termination shall be subject to the exclusive jurisdiction of the courts of Rome, unless otherwise agreed by the parties.

14. Final provisions

14.1. These Terms, together with the Order and any special clauses it contains, constitute the entire agreement between the parties and supersede any prior written or oral understanding concerning their subject matter.

14.2. These Terms do not create, and shall not be interpreted as creating, any relationship of collaboration, employment, association or similar relationship between the parties. The Customer acts with full autonomy and responsibility, without any relationship of subordination to the Company.

14.3. The Company's failure to exercise any right under these Terms does not constitute, and shall not be interpreted as, a waiver. Any right may be exercised at any time, without previous non-exercise affecting its future validity.

14.4. The invalidity or ineffectiveness of any provision of these Terms shall not affect the validity of the remaining provisions, which shall continue to be effective and binding on the parties.