1. Generalities
The present contract (hereinafter referred to as Contract) is entered into between Openwork srl with registered office in Bari-Italy at via M. Partipilo 38, P.IVA 05252520720, (hereinafter referred to as Openwork) and the Legal Entity, i.e. the public or private entity, or the association, identified as the customer in the Activation Request (hereinafter referred to as the Customer), jointly referred to as the Parties.
The Contract consists of these General Terms and Conditions of Supply (hereinafter for brevity Conditions, published at https://www.jamio.com/en/general-conditions-for-the-provision-of-services/), and of the other documents set out below (hereinafter for brevity Attachments), all of which form, to all intents and purposes of law, where applicable, an integral and substantial part thereof:
1. Activation request
2. Additional Activation Requests
3. Openwork Privacy Policy
4. Openwork Intellectual Property Policy
5. Jamio openwork services usage policy
6. Protection Policy
7. Retention Policy
8. General Terms and Conditions for the provision of Jamio openwork services under the GDPR
9. Specific conditions of provision of Jamio openwork Dedicated Web Access Service
10. Specific conditions of provision of Jamio Openwork Business Console Service
11. Specific conditions of provision of Concerto Pec Services
12. Specific conditions of supply of the Openwork Help Desk Service
13. Specific conditions of supply of the Data Export Service
14. Specific conditions of supply of the PEC Manager Service
15. Specific conditions of supply of the Mail Manager Service
16. Jamio On Stage Mobile license and subscription form.
2. Definitions
Ove nominati nel Contratto i termini sotto riportati assumono, ai fini del Contratto, i significati di seguito indicati.
IaaS: acronimo di Infrastructure As A Service, infrastruttura informatica erogata come servizio.
Infrastruttura virtuale: la IaaS utilizzata da Openwork per l’erogazione dei Servizi.
PaaS: acronimo di Platform As A Service, piattaforma software erogata come servizio.
Jamioware: applicazione software sviluppata con tecnologia Jamio openwork.
Servizi: la PaaS Jamio openwork, i Jamioware erogati sulla PaaS Jamio Openwork, ed eventuali specifiche funzionalità.
Condizioni specifiche di fornitura: documenti che definiscono le condizioni specifiche di fornitura di specifici Jamioware o specifiche funzionalità come elencati ai punti 7, 8, 9, 10, 11, 12 e 13 dell’art. 1
Credit: diritto a eseguire un’operazione; quando l’operazione è eseguita o la prestazione erogata il Credit si annulla.
SLA: acronimo di Service Level Agreement, insieme di metriche che definiscono la qualità di un servizio.
Cliente: la persona giuridica che conclude il contratto per la fornitura dei Servizi da parte di Openwork.
Referente: la persona fisica, designata dal Cliente, cui sono inviate le comunicazioni da parte di Openwork riguardo all’erogazione e uso dei Servizi e che può configurare l’utilizzo dei Servizi.
Utente: la persona fisica o il sistema che utilizza i Servizi, identificata/o dalle Credenziali di accesso.
Utente finale: l’Utente persona fisica.
Credenziali di accesso: nome utente e password per accedere a un sistema software.
Account: credenziali di accesso, funzionalità, strumenti e contenuti attribuiti a un Utente.
Utilizzatore: l’organizzazione che utilizza i Servizi, intesa come un insieme di Utenti autorizzati dal Cliente ad accedere e utilizzare i Servizi.
Identificativo Utilizzatore: nome univoco che identifica l’Utilizzatore, utilizzato per accedere alla PaaS Jamio openwork.
Dati del Cliente: i dati di contatto del Cliente e del Referente forniti dal Cliente a Openwork.
Dati gestiti: i file e i dati strutturati che gli Utenti inviano ai Servizi o ricevono dai Servizi.
Dati archiviati: i Dati Gestiti cui è data persistenza all’interno dei Servizi.
Dati: s’intendono i Dati gestiti, i Dati del Cliente.
Rivenditore: indica una persona giuridica autorizzata da Openwork a rivendere i Servizi.
Richiesta di attivazione: il documento che validamente sottoscritto dal Cliente, contenente le specifiche, le modalità di somministrazione dei Servizi, il Rivenditore e tutti i dati richiesti, formalizza la richiesta di attivazione dei Servizi.
Richiesta di attivazione aggiuntiva: Richiesta di attivazione riferita a un Utilizzatore, come identificato dall’Identificativo utilizzatore riportato nella richiesta stessa, per il quale il Cliente ha già emesso una prima Richiesta di attivazione e che formalizza la richiesta di attivazione di ulteriori Servizi ai sensi dell’art. 17.
Data richiesta di attivazione: la data riportata nella Richiesta di attivazione o nella Richiesta di attivazione aggiuntiva oltre la quale il Cliente richiede che vengano attivati i Servizi.
Richiesta di disattivazione: il documento che validamente sottoscritto dal Cliente, contenente l’Identificativo Utilizzatore, l’elenco dei Servizi da disattivare, e inviato a Openwork formalizza la richiesta di disattivazione Servizi per un Utilizzatore ai sensi dell’art. 18.1.
Rivenditore designato: la persona giuridica individuata come Rivenditore nella Richiesta di attivazione, se non indicato s’intende Openwork.
Credito: importo riconosciuto da Openwork al Cliente o al Rivenditore che il Cliente o Rivenditore potrà utilizzare in detrazione a importi dovuti per Richieste di attivazione o Richiesta di attivazione.
Emergenze relative alla sicurezza: si intendono: (a) un utilizzo dei Servizi che provoca o può provocare un’interruzione degli stessi o danni all’infrastruttura utilizzata per fornire gli stessi e (b) accessi non autorizzati di terze parti ai Servizi.
API: acronimo di Application Programming Interface, insieme di procedure e istruzioni software utilizzate programmaticamente per utilizzare i Servizi.
24/7/365: acronimo che indica la fornitura di un servizio fatta senza soluzione di continuità 24 ore su 24, sette giorni la settimana, 365 giorni l’anno.
Modalità OEM: utilizzo dei Servizi all’interno di servizi o applicazioni software del Cliente destinati alla vendita e sulle quali lo stesso appone il proprio marchio.
Richiesta di terze parti: s’intende la richiesta da parte di terzi qualificati di Dati. Le Richieste di terze parti possono includere mandati di perquisizione, ordinanze dei tribunali, mandati di comparizione o qualsiasi altra richiesta per la quale non esiste un consenso scritto da parte del Cliente che ne consenta la divulgazione.
Diritti IP: ogni e qualsivoglia diritto, attuale e futuro, a livello italiano, comunitario o internazionale, derivante da un brevetto, marchio, modello di utilità, design, diritto di autore, software, segreti commerciali, immagini o altri segni identificativi, diritti morali e altri diritti connessi o qualsiasi altro diritto di proprietà industriale e/o intellettuale, ivi compreso anche il diritto al proprio nome, immagine personale e riservatezza dei propri dati personali.
Dato personale: qualsiasi informazione riguardante una persona fisica identificata o identificabile; si considera identificabile la persona fisica che può essere identificata, direttamente o indirettamente, con particolare riferimento a un identificativo come il nome, un numero di identificazione, dati relativi all’ubicazione, un identificativo online o a uno o più elementi caratteristici della sua identità fisica, fisiologica, genetica, psichica, economica, culturale o sociale.
GDPR: Regolamento (UE) 2016/679 del Parlamento Europeo e Del Consiglio del 27 aprile 2016 sulla protezione dei dati.
Condizioni GDPR: il documento redatto da Openwork, pubblicato all’indirizzo http://www.jamio.com/condizioni-gdpr, nel quale sono descritti gli obblighi delle Parti riguardo l’utilizzo dei Servizi in conformità al GDPR.
Trattamento: qualunque operazione o complesso di operazioni, effettuati anche senza l’ausilio di strumenti elettronici, concernenti la raccolta, la registrazione, l’organizzazione, la conservazione, la consultazione, l’elaborazione, la modificazione, la selezione, l’estrazione, il raffronto, l’utilizzo, l’interconnessione, il blocco, la comunicazione, la diffusione, la cancellazione e la distruzione di dati anche se non registrati in una banca di dati. E’ sufficiente anche una sola delle operazioni elencate su un Dato personale per ritenere in corso un Trattamento di Dati personali.
Titolare del trattamento. Il soggetto (la persona fisica o giuridica, l’Autorità pubblica, il servizio o altro organismo) che, singolarmente o insieme ad altri (Contitolare del trattamento), determina le finalità e i mezzi del Trattamento di Dati personali.
Responsabile del trattamento: Il soggetto (la persona fisica o giuridica, l’autorità pubblica, il servizio o altro organismo) esterno alla struttura del Titolare del trattamento che tratta Dati personali per conto di quest’ultimo.
Periodo di salvaguardia: Periodo che intercorre tra la disattivazione dei Servizi e l’eliminazione dei dati.
Policy Privacy Openwork: il documento redatto da Openwork, pubblicato all’indirizzo http://www.jamio.com/policy-privacy-openwork, che descrive le modalità di Trattamento di Dati personali dei Clienti e contiene l’informativa dell’art. 13 del DGPR e della vigente normativa.
Policy Proprietà Intellettuale Openwork:il documento redatto da Openwork, pubblicato all’indirizzo http://www.openworkbpm.com/policy-proprieta-intellettuale-openwork, nel quale sono contenuti gli obblighi dei Clienti riguardo la tutela dei Diritti IP di titolarità di Openwork, nonché le facoltà azionabili, al riguardo, dalla stessa Openwork.
Policy di utilizzo servizi Jamio openwork:il documento redatto da Openwork, pubblicato all’indirizzo http://www.jamio.com/policy-utilizzo-servizi-jamio, nel quale sono descritti gli obblighi degli utenti riguardo l’utilizzo dei Servizi.
Policy di protezione: il documento redatto da Openwork, pubblicato all’indirizzo http://www.jamio.com/policy-protezione/, nel quale sono descritti i meccanismi automatici di protezione da utilizzo improprio adottati nei Servizi;
Policy di retention: il documento redatto da Openwork, pubblicato all’indirizzo http://www.jamio.com/policy-retention/, nel quale sono descritti i limiti temporali di conservazione di alcune informazioni gestite dai servizi Servizi che non rivestono valore applicativo;
Listino: la pagina web, all’indirizzo http://www.jamio.com/listino-servizi-jamio, che riporta i prezzi dei Servizi.
PEC: posta elettronica certificata, tipo particolare di posta elettronica, disciplinata dalla legge italiana, che permette di dare a un messaggio di posta elettronica lo stesso valore legale di una raccomandata con avviso di ricevimento tradizionale.
Servizio di Help Desk Openwork: servizio erogato da Openwork tramite la PaaS Jamio Openwork, come dettagliato nel documento Condizioni specifiche di fornitura del Servizio di Help Desk Openwork.
Condizioni specifiche di fornitura del Servizio di Help Desk Openwork: documento che specifica le condizioni di fornitura del Servizio di Help Desk Openwork, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-help-desk.
Condizioni specifiche di fornitura del Servizio Jamio openwork Dedicated Web Access: documento che specifica le condizioni di fornitura del servizio erogato da Openwork tramite la PaaS Jamio Openwork denominato Dedicated Web Access, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-dedicated-web-access.
Condizioni specifiche di fornitura del Servizio Jamio Openwork Business Console: documento che specifica le condizioni di fornitura del servizio erogato da Openwork tramite la PaaS Jamio Openwork denominato Business Console, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-business-console.
Condizioni specifiche di fornitura dei Servizi Concerto Pec: documento che specifica le condizioni di fornitura dei servizi erogato da Openwork tramite la PaaS Jamio Openwork denominati Concerto Pec, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-concerto-pec.
Condizioni specifiche di fornitura del Servizio di Data Export: documento che specifica le condizioni di fornitura del servizio erogato da Openwork tramite la PaaS Jamio Openwork denominato Data Export, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-data-export.
Condizioni specifiche di fornitura del Servizio PEC Manager: documento che specifica le condizioni di fornitura del servizio erogato da Openwork tramite la PaaS Jamio Openwork denominato PEC Manager, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-pec-manager.
Condizioni specifiche di fornitura del Servizio Mail Manager: documento che specifica le condizioni di fornitura del servizio erogato da Openwork tramite la PaaS Jamio Openwork denominato Mail Manager, pubblicato all’indirizzo http://www.jamio.com/condizioni-fornitura-mail-manager.
3. Subject of the contract
The Contract governs access to and use of the Services with the specific features and any special conditions specified in the Activation Request.
4. Contract's completion
4.1. Acceptance of the Activation Request.
The submission to Openwork, either directly or through a Reseller, of the Activation Request validly signed and with full acceptance of the Terms, Openwork Privacy Policy, Openwork Intellectual Property Policy and any specific Terms of Supply, constitutes a contractual proposal pursuant to Article 1326 of the Italian Civil Code with respect to Openwork which is free to accept or reject said request. The request is deemed accepted with the activation of the Services to the Customer which is followed by notification to the Referrer and the designated Reseller, as identified on the Activation Request, of the Referrer's Service Access Credentials and the User Identifier. If the User Identifier indicated in the Activation Request is not available, because it has already been used or is otherwise not usable, Openwork will assign one as similar as possible to the one indicated in the Activation Request. The Customer, by sending the Activation Request, acknowledges and accepts that he/she concludes a contract whose only valid and effective version is the one in the Italian language, while the other versions provided by Openwork in any other foreign language are made available to him/her only as a courtesy.
4.2 Non-acceptance of the Activation Request.
The Customer acknowledges and accepts that, in default of acceptance of the Activation Request and, in any case, in any case of non-activation of the Services, he/she shall be entitled only to the return from the designated Reseller of the price paid to the same for the activation of the Services and that he/she shall not be entitled to make any claim against Openwork and the Reseller, if designated, for compensation, damages or claims of any kind for non-acceptance of the proposal and in any case for non-activation of the Services. It is understood that no interest or charges of any kind will be due on such amount.
4.3. Acceptance of contractual terms and conditions.
It is understood, in any case, that the use of the Services by the Users certifies the acceptance of all the contractual terms and conditions and they are understood to be valid for the entire duration of the Contract.
5. Commencement and term
The Contract shall run from the date of activation of the Services to the Customer, in accordance with Art. 4.1and is valid and effective for one year, unless otherwise indicated in the Activation Request and as provided in Art. 20. If the Activation Request Date is indicated in the Activation Request, the Services shall be activated at the earliest on that date.
6. Characteristics of Services
6.1. Provision of Services
Users may access and use the Services under the Contract from the date of activation of the Services.
6.2. SLA
Openwork guarantees the Customer the provision and use of the Services 24/7/365, subject to the interruption/suspension assumptions provided for in the Conditions, and undertakes to ensure their best functionality and maximum accessibility via the Internet with an uptime of 99.8% on a monthly basis. The suspensions referred to in Articles 8.2 and 8.3 shall not be counted for the purpose of calculating uptime. The Services will be provided until the termination or termination of the Contract in the manner set forth in Articles 20 and 21 below. Additional levels of service are defined by the type of Work Area as reported in the Activation Request.
6.3. Infrastructure
The Virtual Infrastructure used for the provision of the Services guarantees: ISO 27001:2013, ISO 27018:2014, ISO 27017:2015 certified suppliers; Encryption of server-Customer communications via SSL; uptime of not less than 99.99% on an annual basis; datacenters located in EU countries.
- - ISO 27001:2013, ISO 27018:2014, ISO 27017:2015 certified suppliers;
- - Encryption of server-client communications using SSL;
- - uptime of not less than 99.99% on an annual basis;
- - datacenters located in European Union countries;
6.4 Data Management
Openwork will use, as a minimum requirement, industry-standard technical and organizational security measures to transfer, store, and process Data. These measures are designed to protect the integrity of the Data and protect against unauthorized and unlawful access, use and processing of the Data. Customer consents to Openwork's transfer, storage and processing of Data in locations other than Customer's country subject to limitations specified in the Activation Request.
6.5. Efficiency
In order to ensure the continuity and efficiency of the Services, Openwork adopts automatic efficiency mechanisms described in the Protection Policy and Retention Policy documents. The Customer declares that he/she is aware of these mechanisms and consents to their application.
6.6. Back-up
Openwork performs daily overall backup of the Archived Data of all Users for the purpose of eventual restoration of the same for disaster recovery purposes. Openwork does not perform any specific backup of the Archived Data, therefore, in order to restore the same independently, the Client must provide their local back-up through specific Data Export service.
6.7 Monitoring
Monitoring by Openwork is done through specific software and automated procedures using an identity called Automation in order to detect and resolve any failures or anomalies.
6.8. Organization
Openwork, for the provision of the Services, shall also be free to use professionals outside its organization or subcontractors, without prejudice to its liability to the Client to the extent provided in the Conditions.
7. Disruptions
7.1. Total Inaccessibility of Services
Complete inaccessibility via the Internet network to the Services for a total time in excess of that determined by the uptime parameter as set forth in Article 6.2 constitutes inefficiency for which Openwork recognizes by way of compensation, a credit equal to 3% of the monthly fees of the Services active on the date the inefficiency is reported and whose fee is calculated on a monthly basis, for each complete fraction from fifteen minutes of inefficiency beyond the limits provided by the uptime parameter, up to a maximum of 300 minutes. Credit will be given to the Reseller, if the Customer has designated a Reseller, or to the Customer.
7.2. Inaccessibility of a specific Service
The inability to use a specific Service, the fee for which is calculated on a monthly basis, for a total time in excess of that determined by the uptime parameter as set forth in Article 6.2, constitutes inefficiency for which Openwork recognizes, by way of compensation, a credit equal to 3% of the monthly fee of the inoperable Service, for each full fraction from fifteen minutes of inefficiency beyond the limits provided by the uptime parameter, up to a maximum of 300 minutes. The credit will be awarded to the Reseller, if the Customer has designated a Reseller, or to the Customer.
7.3. Claim
The Customer, in order to have the Credit recognized, must submit a claim within 10 (ten) days after the end of the inefficiency to the Designated Reseller. However, only inefficiencies also confirmed by the Openwork monitoring system will be taken into account for the purpose of recognizing the Credit. The Credit may only be used as a deduction to amounts due for new Activation Requests or Additional Activation Requests.
7.4 Exclusions
The following are the conditions under which, notwithstanding the occurrence of any inefficiency, compensation is not due:
suspension in accordance with Articles 8.2 and 8.3;
anomalies and malfunctions of any third-party services as described in Art. 11;
anomalies and malfunctions of Jamioware not provided by Openwork;
unavailability of the Services: attributable to a) misuse or misconfiguration by the Referrer or Users or Reseller, or b) anomalies and malfunctions of Jamioware implemented by the Customer, End-Users or Reseller, c) default or breach of contract attributable to the Customer;
anomaly or malfunctioning of the Services, or their failure or delayed removal or elimination attributable to non-performance or breach of the Contract by the Customer or misuse of the Services by the Customer or the Reseller;
causes resulting in total or partial inaccessibility of the Services attributable to failures in the Internet network;
suspensions resulting from violations of the provisions of Art. 9
8. Suspension
8.1. Of an Account
If a User (a) violates the Agreement or (b) uses the Services in such a manner that Openwork may reasonably believe it is liable for any damages, Openwork may require Customer to suspend or deactivate the User Account of the User involved. In the event that the Client does not promptly suspend or deactivate the User's Account, Openwork may do so instead.
8.2. Of the Services"
Regardless of what is provided elsewhere in the Contract, Openwork reserves the right to automatically suspend, in whole or in part, the use of the Services
a) in order to carry out ordinary and extraordinary maintenance of the Services; in the case of ordinary maintenance Openwork will send notice to the Referrer at least 48 (forty-eight) hours in advance; in the case of extraordinary maintenance, notice will be given where possible;
b) for cases of force majeure; cases of force majeure are all events beyond Openwork's reasonable control, however, not foreseeable by Openwork, dependent on natural or third party events, such as but not limited to: security-related emergencies, network or service delivery facility failures, activities and/or decisions of the Public Administration, acts and orders of the Military Authority, legal limitations, natural disasters, lightning, fire, explosions, riots, war, epidemics as well as strikes, industrial disturbances, shortages of raw materials, energy or transportation; in this case Openwork will implement any commercially reasonable initiative at its disposal to limit the suspension as much as possible to the extent necessary to prevent or respond to the emergency.
(c) at the request of the Designated Reseller, in the event that Customer fails to meet the payment terms as set forth in Article 16.4.
8.3 Express request
Openwork also reserves the right to suspend the provision of the Services, or to prevent access to the stored Data if an express request to that effect is made by a judicial or administrative body competent in the matter according to the regulations in force. In this case Openwork will notify the Customer of the reasons for the adoption of the measures established therein. This case constitutes force majeure for which Openwork shall have the right to terminate the Contract with immediate effect as set forth in Article 20.2 below.
9. Usage Policy
The usage policies for the Services are specified in the attached document Jamio openwork Services Usage Policy.
Customer's obligations
10.1. Compliance
Customer indemnifies Openwork and agrees that it is solely responsible for Users' use of the Services. Users must use the Services in accordance with the provisions of Article 9. Customer agrees to inform End-Users of the prohibitions set forth in this Article 10 and warrants that End-Users will not use the Services in ways that conflict with the prohibitions set forth therein. Customer shall obtain consent, if any, from End Users to allow Openwork technicians to perform the activities described in the Agreement and to allow Openwork to provide the Services.
10.2. Unauthorized Use and Access
The Services may not be used by End Users under the age of 13, or of an age equal to the minimum age in the relevant jurisdiction. The Customer must ensure that it does not allow any person under the age of 13, or an age equal to the minimum age in the relevant jurisdiction, to use the Services. The Customer must prevent unauthorized use of the Services by Users and terminate any unauthorized use of or access to the Services. Customer agrees to promptly notify Openwork, of any unauthorized use of or access to the Services.
10.3. Restrictions on Use
The Customer is prohibited from:
use the Services in critical situations involving, but not limited to, specific risks to personal safety, environmental damage, specific risks in connection with mass transportation services, the operation of nuclear and chemical facilities, and medical devices; in such cases, Openwork makes itself available to evaluate and negotiate with the Customer specific service levels;
decode the Services or perform reverse engineering of the Services, as well as attempt or assist anyone to do so unless such restriction is prohibited by law;
market the Services as an agent or Reseller or dealer or distributor or licensee of Openwork or in any other capacity;
use the Services in OEM Mode;
allow third parties to use the Services for activities that are not related to Customer's process-related activities.
10.4 Referent's Account
The Client is obliged to:
appoint a Referent for the management of the Services who has the set of knowledge necessary to ensure the correct use and configuration of the same and to correctly manage the communications sent by Openwork;
keep in the utmost confidentiality and not transfer to third parties the Referent's Services access Credentials and to adopt the security measures provided for by the regulations in force regarding privacy and Processing of Personal Data.
10.5. Responsibility to Customer's Accounts
The Customer also agrees to accept responsibility for protecting the confidentiality of any non-public access credentials associated with the use of the Services. The Customer will notify Openwork of any misuse of the Accounts or any breach of protection relating to the Services.
10.6 Identity
The Customer undertakes to communicate to Openwork his own data and those of the Referent necessary for the full and correct execution of the Contract; he also guarantees, under his own personal and exclusive responsibility, that the aforementioned data are correct, up-to-date and true and that they allow for the identification of his true identity. The Customer undertakes to notify Openwork of any variation in the data provided, promptly and in any case no later than 15 (fifteen) days from the occurrence of the aforementioned variation, and also to provide at any time, upon request by Openwork, adequate proof of his or her identity, domicile or residence and, if applicable, of his or her capacity as legal representative of the Customer. Upon receipt of the aforementioned communication, Openwork may request additional documentation from the Client aimed at proving the veracity of the data communicated. In the event that the Client fails to provide Openwork with the aforementioned communication or the requested documentation, or in the event that he/she has provided Openwork with data that turns out to be false, not current or incomplete, or data that Openwork has reason, in its sole discretion, to consider as such, Openwork reserves the right to:
reject the request forwarded by the Customer concerning operations to be performed with respect to the Services;
suspend the Services with immediate effect, without notice and indefinitely;
cancel and/or discontinue without notice any data modification operations associated with the Services;
terminate the Contract.
10.7 Third Party Requests
The Client is responsible for responding to Third Party Requests using its access to information. The Customer must attempt to obtain the information required to respond to Third Party Requests and will only contact Openwork if it is unable to obtain such information despite making reasonable efforts.
Openwork will use every means at its disposal within the limits of the law and the terms of the Third Party Request to: (a) promptly notify the Customer of Openwork's receipt of the Third Party Request; (b) comply with any reasonable request by the Customer to object to the Third Party Request; and (c) provide the Customer with the information or tools required to respond to the Third Party Request (if the Customer is otherwise unable to obtain the information). If the Customer fails to respond to the Third Party Request in a timely manner, Openwork may do so, although this is not its obligation.
10.8 Export Restrictions
The export or re-export of Data stored using the Services may be subject to Italian export regulations, other export restrictions or embargoes. Use of the Services in countries embargoed by the Republic of Italy is prohibited and the Customer must ensure that the Services are not used in violation of any export restriction or embargo by the Republic of Italy or any other relevant jurisdiction. In addition, the Customer must ensure that the Services are not provided to organizations in violation of any restriction by the Republic of Italy.
11. Third-party software services and applications
11.1. Calling up the Services. If Customer uses a third party service or software application to invoke the Services (e.g., a service using an API from the Openwork PaaS Jamio) (a) Openwork will not be responsible for any actions or omissions of the third party, including the third party's access to or use of the Stored Data, and (b) Openwork does not warrant or endorse any service or software application provided by the third party.
11.2. Callbacks from the Services. If Customer uses the Services to invoke a third-party service or software application (e.g., a process of the Openwork PaaS Jamio calling an external web service) (a) Openwork will not be responsible for any actions or omissions of the third party, including the third party's access to or use of the Stored Data, and (b) Openwork does not warrant or support any service or software application provided by the third party, and (c) Openwork will not be responsible for any actions or omissions of Customer in using the third-party service or software application.
12. Reseller
12.1. Reseller Choice
The Customer in the Activation Request may choose whether to purchase the Services from a Reseller. Any additional Activation Request related to the User named in the Activation Request must be received from the same Designated Reseller. If Openwork or the Designated Reseller chooses to terminate the business relationship with the other party, the Customer must find a replacement Reseller or purchase directly from Openwork. In such a case, the Customer may be asked to accept different economic conditions.
12.2. Change of Reseller
At any time the Customer may change Reseller by giving notice to Openwork. Under no circumstances will a change of Reseller result in an interruption in the provision of Services.
12.3. Access as Administrator
Customer acknowledges and agrees that (i) once a Designated Reseller is defined, such Designated Reseller will be the primary administrator of the Services and will have administrative privileges and access to Customer Data; (ii) the data protection right procedures adopted by the Designated Reseller with respect to the Customer Data or any Services provided by the Designated Reseller may be different from Openwork's data protection right procedures; and (iii) the Designated Reseller may collect, use, transfer, disclose and otherwise process Customer Data, including Personal Data. The Customer authorizes Openwork to provide the Designated Reseller with Customer Data and information made available by the Customer to Openwork for the purpose of ordering, delivering and managing the Services.
13. Support
Support for the Services will be provided by the Reseller, if appointed, or by Openwork if the Customer has subscribed to one of the Openwork Help Desk Services.
14. Confidentiality
14.1 Common Obligations
The Parties mutually agree to treat as confidential any data or information known or handled in connection with the activities for the performance of the Services.
14.2. Openwork's Access to Archived Data
The Customer acknowledges that Openwork, in the performance of activities under the Contract, if strictly necessary and subject to authorization, may have access to Archived Data. Such Data are in any case the property of the Customer and Openwork will access them exclusively for purposes related to the provision of the Services and in full compliance with applicable regulations on confidentiality, privacy and Processing of Personal Data and in accordance with the Openwork Privacy Policy.
14.3 Obligations of Openwork
It is expressly understood that Openwork shall have the right to deliver the Archived Data in the event of a request by any public authority and that in such case, unless expressly prohibited, Openwork 's only obligation shall be to notify the Client.
15. Intellectual Property Rights
By signing the Contract, the Customer declares that he/she has read and fully accepts the provisions contained in the attached document Openwork Intellectual Property Policy.
16. Fees and payment terms
16.1 Fees
The Customer shall pay all applicable fees established by the Designated Reseller and authorizes the Designated Reseller to charge the amounts due using the agreed upon method of payment. Fees are non-refundable except as required by law. It is the Customer's responsibility to provide the Designated Reseller with complete and accurate billing and contact information.
16.2 Billing
In the case of direct purchase from Openwork, invoices will be issued on the date of activation of the Services or renewal of the Services. Specific invoices will be issued for each User.
16.3 Taxes
Il Cilente shall be responsible for the payment of VAT and any other taxes or levies prescribed by applicable legislation, which shall remain the responsibility of the Customer. The Designated Reseller will charge the taxes due when necessary. Should the Customer be required to withhold any taxes, he/she shall provide the Designated Reseller with the appropriate supporting documents.
16.4 Terms and Methods of Payment
Established fees shall be paid in the manner determined by the Designated Reseller.
17. Additional services
17.1 Additional Activation Requests
The Customer, during the term of the Contract, may request the provision of additional Services (e.g., additional user access, use of additional storage, etc.) by signing one or more Additional Activation Requests and sending them to Openwork through the designated Reseller. If the Activation Request Date is indicated in the Additional Activation Request, the Services will be activated no earlier than that date.
17.2 Rates for Monthly Fee Services
For the additional Services, the fee for which is calculated on a monthly basis, the Customer shall pay to the Designated Reseller the monthly fee for the months or fraction of months between the date of activation of the same until the expiration of the Contract, using the rates established by the Designated Reseller and the agreed payment method.
17.3 Extra Consumption
Openwork reserves the right to verify Customer's usage of the Services. If Service usage conditions are found to be greater than the Services purchased (e.g. storage used greater than purchased or number of Users enabled to use the Services greater than purchased) Openwork will notify the Referrer and Reseller, if designated, to adjust the position by: (a) restoring usage conditions consistent with the Services purchased (e.g. deleting Archived Data in order to reduce storage used or disabling Users) or (b) purchasing Additional Services (e.g. purchasing new storage, Users or Credit). For the calculation of the amount due for the Monthly Fee Services, the provisions of Article 17.2 shall apply, considering the date of activation of the Additional Services to be the date of consumption tracking. If within 10 (ten) days of the aforementioned notification the Customer has not settled the position by sending appropriate Activation Request, Openwork shall consider the aforementioned Additional Activation Request as tacitly signed by the Customer and sent to Openwork.
18. Services deactivation
18.1 Request. Customer may request deactivation of purchased Services by submitting a validly completed Deactivation Request to Openwork through the Designated Reseller.
18.2 Deactivation Perfection. Openwork will verify whether the Deactivation Request is consistent with current use of the Services. If some or all of the request is not, Openwork will notify the Referrer (e.g., if Customer requests a reduction in available storage and the amount of storage used is greater than would be available by following up on the Deactivation Request) and the Designated Reseller; otherwise, Openwork will proceed to deactivate the requested Services within 30 (thirty) days of Openwork's receipt of the Deactivation Request. Customer shall pay all invoices issued by the Designated Reseller up to the time of receipt of the Deactivation Request for the requested Services. The right to use any unused Credits shall cease upon deactivation of the Service with which they are associated and nothing shall be owed by the Designated Reseller and Openwork to Customer for the non-use thereof.
18.3 Minimum Conditions. A User must be associated with at least three active users and 10 GB of storage, any Deactivation Requests that result in a violation of these minimum conditions may not be accepted by Openwork.
19. Automatic renewal
19.1. Termination. The Contract shall be deemed to be tacitly renewed from year to year, unless (a) the Customer notifies the Designated Reseller of its intention not to renew at least 30 (thirty) days before expiry, or (b) otherwise specified in the Activation Request or Additional Activation Request.
19.2. Rates and Billing.In the case of automatic renewal, the Customer shall pay the applicable tariffs, as determined by the Designated Reseller, referring to all Services active on the renewal date, the fee for which is calculated on a monthly basis. Invoicing will be done on the renewal date.
20. Withdrawal
20.1 Customer's
The Customer shall always be entitled to withdraw from the Contract at any time, without penalty and without stating any reasons, by notifying the Designated Reseller, a validly signed notice. The withdrawal shall be effective 30 (thirty) days from the date of receipt by the Designated Retailer of the aforementioned notice.
20.2 Of Openwork
Openwork reserves the right to terminate the Contract at any time and without obligation to state reasons, by sending written notice to the Customer and to the Reseller, if designated, by registered AR or PEC to the addresses indicated in the Activation Request, with at least 15 (fifteen) days' notice, except in the case of events determined by force majeure or the presence of exceptional circumstances that justify early termination (in accordance with the provisions of Art. 20.6), under which Openwork reserves the right to terminate this contract without notice and with immediate effect. Upon expiration of the aforementioned term, the Contract shall be deemed terminated and/or terminated. In any case, any liability of Openwork for the exercise of the right of withdrawal and/or for the Customer's failure to use the Services, or the consequent right of the Customer to claim reimbursement or compensation or indemnity of any kind or kind whatsoever, remains expressly excluded.
20.3 Notice to fulfill
Pursuant to Article 1454 of the Italian Civil Code, each Party may give notice to the other, in the manner provided for in Articles 20.1 and 20.2 respectively, to fulfill its contractual obligation within a period of 15 (fifteen) days. Once this period has expired without the intimated Party having fulfilled its obligation, the Contract shall be considered terminated by right.
20.4 Express termination clause
Either Party may terminate this Contract with immediate and automatic effect, without prior notice, by declaration to the other Party of its willingness to avail itself of this clause pursuant to Article 1456 of the Italian Civil Code, to be made in the manner set forth in Articles 20.1 and 20.2 above, respectively, in the event of a serious breach of contract by the other Party that does not allow the continuation, even temporarily, of the contractual relationship on a basis of mutual trust.
20.5 Serious Breach
A breach of Articles 9, 10.3, 10.5, 1, 1 of this Contract shall be considered a serious breach in accordance with Article 20.4.
20.6 Exceptional Circumstances for Immediate Withdrawal
Exceptional circumstances that justify Openwork's immediate withdrawal, in accordance with Article 20.2, are the cessation of the Client 's business or its subjection to insolvency proceedings.
21. Effects of termination or termination
21.1 Customer's Rights and Obligations. Upon termination or termination of the Agreement: (a) Openwork will deactivate the Services; and (b) the rights granted by Openwork to Customer will immediately cease (except as set forth in Article 28); and (c) in the event of Openwork's termination due to causes not attributable to force majeure or default as provided in Articles 20.2, 20.3 and 20.4 and in the event that the Customer has not designated a Reseller, Openwork shall issue in favor of the Customer a credit note for any invoiced monthly fees relating to full months following the termination of the Contract; and (d) in the event of Openwork's termination for causes not attributable to force majeure or default as provided for in Articles 20.2, 20.3 and 20.4 and where the Customer has designated a Reseller, Openwork will issue in favor of the Reseller a credit note for any invoiced monthly fees relating to full months following the termination of the Contract, the Reseller will issue in favor of the Customer credit note for any invoiced monthly fees related to full months following the termination of the Contract (e) in the event of termination not attributable to the provisions of (c) and (d) above, the Customer shall pay all invoices issued by the designated Reseller until the termination or termination of the Contract; and (f) the Customer's right to use any unused Credits shall cease and nothing shall be due from the Designated Reseller to the Customer for the non-use thereof; and (g) the Customer's right to submit additional Activation Requests under the Agreement shall cease.
21.2 Management of Archived Data. After 30 (thirty) days from the termination or termination of the Contract Openwork will delete the Archived Data. Customer acknowledges that after such term, it will no longer be possible to retrieve any Archived Data. In any event of termination or termination of the Contract, Customer hereby indemnifies Openwork and Reseller, if designated, from any and all liability for any loss or total or partial damage to the Archived Data. The Customer during the term of the Contract may purchase, at the rates in effect at the time, specific service to export Archived Data.
22. Indemnity clause
22.1 Client's Obligation. Customer agrees to indemnify, hold harmless and hold Openwork harmless from any prejudicial consequences or claims of third parties, from all losses, damages, liabilities, costs, charges and expenses, including attorneys' fees, incurred or suffered by Openwork arising out of a third party claim against Openwork or its affiliates, suppliers, Resellers and distributors concerning: (a) Managed Data; (b) use of the Services by Users in violation of this Agreement.
22.2 Dispute Management. Openwork will promptly notify Customer of the claim and cooperate with Customer in the defense thereof. Customer will have complete control and will assume responsibility for the defense unless (a) any settlement, involving an admission of liability by Openwork requires prior written consent, which may not be withheld or delayed without cause, and (b) Openwork wishes to participate in the defense with its own counsel and at its own expense.
23. Disclaimer
Openwork does not guarantee that the Services are free from faults or errors nor that the functions carried out by the Services are able to satisfy all the present and future needs of the Customer. Notwithstanding the provisions of Art. 1578 et seq. of the Civil Code, Openwork is not liable for damages arising to the Customer from original or supervening defects in the Services. The Services are provided "sight unseen". To the fullest extent permitted by law and except as expressly set forth in the Contract, neither Openwork nor its affiliates, suppliers, Resellers and distributors disclaim any warranties of any kind, implied, express, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose or non-infringement. The Software Services, in general, cannot be developed to operate error-free with respect to all possible applications and uses, and updating the Services may introduce new errors not present in previous versions. The Customer agrees and accepts that the Services may contain errors, therefore in his own interest and in order to avoid damage to himself and others, he undertakes to always and diligently carry out, before, during and after each important operation, accurate checks and controls and to keep precise and detailed records of them, in order to detect and remedy in good time possible malfunctions of the Services and of the applications developed on them. The Customer shall be responsible for the management and backup of the stored Data.
The software services, in general, cannot be developed in such a way that they operate error-free with respect to all possible applications and uses, moreover, updating the Services, may introduce new errors not present in previous versions. The Customer agrees and accepts that the Services may contain errors, therefore in its own interest and in order to avoid damage to itself and others, it undertakes to always and diligently carry out, before, during and after each important operation accurate checks and controls and to keep accurate and detailed records of them, in order to detect and remedy in time possible malfunctions of the Services and applications developed on them. The Customer is responsible for the management and backup of the stored Data.
24. Limitation of liability
24.1 Limitation of Indirect Liability. To the fullest extent permitted by law, except for indemnification obligations on the part of Openwork (provided for in Article 9.1 of the Openwork Intellectual Property Policy document) or Customer (set forth in Art. 22), neither Customer nor Openwork and its affiliates, suppliers, Resellers, and distributors shall be liable under the Agreement for (a) indirect, special, incidental, consequential, exemplary, or punitive damages or (b) loss of use, data, management, revenue, or profits (direct or indirect in either case), even if the Party knew or should have known that such damages could occur and even if the damages are not satisfactorily remedied.
24.2 Openwork's total liability under the Contract shall not exceed the amount provided for in Articles 7.1 and 7.2 being expressly excluded, now for then, any other indemnity or compensation to Customer for direct or indirect damages of any nature or kind whatsoever. The Customer acknowledges and agrees, as of now, that in all cases in which the aforementioned articles do not apply, Openwork shall be liable only to the extent of the amount paid in the last 12 months by the Customer or the Reseller, if designated, for the specific User.
25. Personal data processing and data security
25.1 Roles
Openwork, for the sole phases of collection, processing and management of Personal Data, necessary for the purposes of activation of the Services (e.g. Referrer data), acts as a Data Controller in accordancè with the role definitions described in the GDPR.
25.2 Modalities
The Processing of Personal Data disclosed by Customer to Openwork for the purposes of the execution of this Agreement and the subsequent provision of the Services, shall̀ be done in accordancè with applicable laws or regulations regarding privacy and Processing of Personal Data, the Openwork Privacy Policy and by virtue of the consent to the Processing of Personal Data manifested by Customer in the Activation Request.
25.3 Personal Data of which the Customer is the Data Controller or Data Processor
The Parties agree, for Personal Data processed by the Customer (including but not limited to End User Accounts, Openwork Help Desk Service users' emails), to the conditions set forth in the GDPR Conditions document.
25.4. Disclosure
By signing the Contract, the Client declares that he/she has read and fully accepts the disclosure contained in the Openwork Privacy Policy document.
25.5 Data Protection
Openwork undertakes to use Infrastructure also of third parties in full compliance with the legal provisions on the protection of Personal Data and with ISO 27001:2013, ISO 2718:2014, ISO 27017:2015 certification, international standards that certify information security controls, define guidelines and general principles for the introduction, implementation, maintenance and improvement of information security management, certify the management of personal data in relation to cloud services. For further information on the security of the Services , the Customer may request from Openwork, in the manner set forth in Article 25.10 below, the Jamio openwork PaaS security technical report, a document that describes from a security perspective the architecture and functionality of the Services.
25.6 Protecting Communications
The Services are accessed with SSL (Security Socket Layer) protocol using certificates issued by recognized Certification Authorities. The SSL protocol represents the standard solution adopted to guarantee the security of online transactions, regardless of the type of service, enabling two fundamental security services:
secure channel - all managed Data is encrypted guaranteeing confidentiality and integrity;
server authentication - the User can verify the identity and authenticity of the website to which he/she has connected.
25.7 Cookies and other technologies
To provide, improve, protect and promote the Services, Openwork uses technologies such as cookies (e.g., cookies allow you to remember your username for your next visit). The End User can set their browser not to accept cookies, but this may limit their ability to use the Services.
25.8. Responsibilities of the Customer
The Customer is solely responsible for independently determining whether the organizational and technical measures of the Services meet the requirements of the Customer, including its confidentiality obligations under the GDPR or other applicable data protection laws or regulations. The Customer acknowledges and agrees that (taking into account the state of the art, implementation costs, as well as the nature, scope, context and purposes of the processing of its Personal Data, as well as the risks to individuals) the security procedures and policies implemented and ensured by Openwork guarantee a level of security appropriate to the risk with respect to its Personal Data. The Client is required to implement and ensure measures to protect the right to protection of Personal Data and security measures for the hardware and software components that the Client uses or controls.
25.9. Other Technical and Organizational Measures of Openwork
Openwork shall, upon the Customer's request, undertake to provide any necessary information explaining the technical and organizational measures taken to protect Personal Data in accordance with applicable laws or regulations.
25.10 Inquiries and Reports
Inquiries or reports regarding privacy, Processing of Personal Data, and security should be made through the Openwork Help Desk Service.
26. Disputes
26.1 Informal Resolution
It is Openwork's intention to address problems without resorting to legal action. Each party agrees to try to resolve the dispute by contacting the other party through the notification procedures described in Article 31.3. If the dispute is not resolved within 30 (thirty) days of notification, either the Client or Openwork may file a lawsuit.
26.2 Arbitration Clause
The Client and Openwork agree to resolve any claim regarding the Contract or Services by final and binding arbitration except as provided below. The Chamber of Arbitration and Mediation of the Bari Chamber of Commerce will handle the arbitration in accordance with the Rules of Arbitration Procedure defined by it.
26.3 Exceptions to the Arbitration Clause
Either party may file suit in the Court of Bari, without first initiating the informal dispute notification process described above, solely for injunctive proceedings for the purpose of stopping unauthorized use or abuse of the Services or infringement of IP Rights. Customer agrees to such venue and jurisdiction.
27. Modifications
27.1 Changes to the Services
Openwork reserves the right to periodically update the Services including the Services API.
27.2 Changes in Terms
Openwork reserves the right to periodically change the Terms, Specific Terms of Supply, Openwork Privacy Policy, Intellectual Property Policy, Jamio openwork Services Usage Policy.
27.3 Revised rates
Openwork reserves the right to update the Price List at any time.
27.4 Notifications
If Openwork makes technical-economic changes that are worsening or aggravating in functional and/or economic terms or modifies the contractual terms in any part, these changes will be notified to the Referrer and, in the case of the contractual terms, published at http://www.jamio.com/condizioni-generali-fornitura-servizi the aforementioned changes will take effect after 15 (fifteen) days from the date of their notification. Within the same period, the Customer may exercise the right to withdraw from the contract in the manner provided for in Article 20.1 above. In the absence of the exercise of the right of withdrawal by the Customer, within the terms and in the manner indicated, the changes shall be deemed to be definitively known and accepted by him.
28. Waivers
28.1 Arrangements
Any waiver by either Party of any provision, any right or the ability to claim any breach of the Contract must be served in writing and signed by the waiving Party. Any purported waiver submitted other than in writing and without any signature by the waiving Party shall be of no effect.
28.2 Scope
A waiver of any clause does not imply a waiver of the remaining clauses.
28.3 Future Rights
An act of waiver may not preclude the waiving Party from relying on any rights that will emerge in the future or on the ability to make any claim about a subsequent breach of this Contract, even if that future right or subsequent claim is the same as the one previously waived.
29. Over extension
This clause and the other clauses of the Conditions set forth below, as well as the provisions set forth in documents to which such clauses refer, shall continue to be valid between the Parties even after the termination or expiration of the Contract, for whatever cause due to or attributable to any party: Art. 2 (Definitions), Art. 10.7 (Third Party Claims), Art. 14 (Confidentiality), Art. 15 (Intellectual Property Rights), Art. 16 (Fees and payment terms), Art. 21 (Effects of Termination or Termination), Art. 22 (Hold Harmless Clause), Art. 23 (Declaration of non-liability), Art. 24 (Limitation of Liability), Art. 25 (Processing of Personal Data and Data Security), Art. 26 (Disputes), Art. 28 (Waiver) and Art. 31 (Various).
30. Safeguard clause
In the event that one or more provisions contained in the Contract are held, for any reason, to be illegal, invalid or unenforceable, except to the extent that the removal or elimination of such illegal, invalid or unenforceable provisions would prevent compliance with the Contract, the legality, validity and enforceability of the remaining provisions contained in the Contract shall not be affected and the Contract shall be construed as if such illegal, invalid or unenforceable provisions had never been contained in the Contract. Unenforceable provisions shall be amended to reflect the intention of the Parties and only to the extent necessary to make them enforceable.
31. Various
31.1 Indivisible Contract
The Contract constitutes the entire agreement between the Client and Openwork with respect to the subject matter of the Contract and supersedes any prior or contemporaneous contract or agreement or understanding, whether written or oral, with respect to the subject matter of the Contract. In case of conflict between the documents constituting the Contract, priority shall be established in the following order: the Conditions, the other Annexes to the Contract.
31.2. Applicable Law
The contract is governed exclusively by the laws of the Italian Republic.
31.3 Notifications
Notifications to Openwork must be sent by registered mail AR, to the Address Openwork s.r.l. - Via M. Partipilo n. 38 - 70124 Bari - Italy, or by PEC, to the address openwork@pec.it, and are considered as delivered upon receipt. Notifications to the Customer, unless otherwise specified, are sent to the address indicated in the Activation Request and are considered as delivered upon their sending.
31.4. Assignment
The Client may not assign or transfer the Contract or any right or obligation established by it without the written consent of Openwork. Openwork may not assign the Contract without informing the Customer, except in the case of assignment of the Contract to an affiliate or in the case of a merger, acquisition, corporate reorganization, or sale of all or a substantial part of its resources. Any other attempted transfer or assignment shall be considered null and void.
31.5 No agency mandate
Openwork and the Client are not legal partners or agents but independent contracting parties.
31.6. Force Majeure
With the exception of payment obligations, neither Openwork nor the Client will be liable for inadequate performance if it originates from a condition beyond the reasonable control of the party (e.g., natural disasters, acts of war or terrorism, strikes, actions of government agencies, and Internet failures).
31.7 Absence of third party beneficiaries
There are no third party beneficiaries in the Contract. Without any limitation to this Article, under the Contract, End-Users are not third party beneficiaries of the Customer's rights.
31.8 Jurisdiction
For any dispute related to the Contract, the Court of Bari shall have exclusive jurisdiction.
Rev 1.5 dated 06/21/2021
jamio.co
