1. General information
This agreement (hereinafter referred to as the Agreement) is entered into between Openwork srl, with registered office in Bari, Italy, at Via M. Partipilo 38, VAT number 05252520720 (hereinafter referred to as Openwork), and the legal entity, public or private entity, or association identified as the customer in the Activation Request (hereinafter referred to as the Customer for brevity), jointly referred to as the Parties.
The Agreement consists of these general terms and conditions of supply (hereinafter referred to as the Conditions for brevity, published at http://www.jamio.com/condizioni-generali-fornitura-servizi ), and the other documents listed below (hereinafter referred to as the Attachments for brevity), all of which form an integral and substantial part thereof for all legal purposes, where applicable:
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 conditions for the provision of Jamio openwork services pursuant to the GDPR
9. Specific conditions for the provision of the Jamio openwork Dedicated Web Access Service
10. Specific conditions for the provision of the Jamio Openwork Business Console Service
11. Specific conditions for the provision of the Concerto Pec Services
12. Specific conditions for the provision of the Openwork Help Desk Service
13. Specific conditions for the provision of the Data Export Service
14. Specific conditions for the provision of the PEC Manager Service
15. Specific conditions for the provision of the Mail Manager Service
16. Jamio On Stage Mobile license and subscription form
2. Definitions
Where used in the Agreement, the terms below shall have the meanings set forth below for the purposes of the Agreement.
IaaS: acronym for Infrastructure As A Service, IT infrastructure provided as a service.
Virtual Infrastructure: the IaaS used by Openwork to provide the Services.
PaaS: acronym for Platform As A Service, software platform provided as a service.
Jamioware: software application developed with Jamio openwork technology.
Services: the Jamio openwork PaaS, the Jamioware provided on the Jamio Openwork PaaS, and any specific features.
Specific Supply Conditions: documents that define the specific supply conditions for specific Jamioware or specific features as listed in points 7, 8, 9, 10, 11, 12, and 13 of Article 1.
Credit: the right to perform an operation; once the operation is performed or the service provided, the Credit is cancelled.
SLA: acronym for Service Level Agreement, a set of metrics that define the quality of a service.
Customer: the legal entity that enters into the contract for the provision of the Services by Openwork.
Contact Person: the natural person, designated by the Customer Openwork sends communications regarding the provision and use of the Services and who can configure the use of the Services .
User: the natural person or system that uses the Services, identified by the Access Credentials.
End User: the natural person User.
Access Credentials: username and password to access a software system.
Account: access credentials, features, tools, and content assigned to a User.
User: the organization that uses the Services, understood as a group of Users authorized by the Customer to access and use the Services.
User Identifier: unique name that identifies the User, used to access the Jamio openwork PaaS.
Customer Data: the contact details of the Customer and the Contact Person provided by the Customer to Openwork.
Managed Data: the files and structured data that Users send to the Services or receive from the Services.
Archived Data: Managed Data retained within the Services.
Data: means Managed Data, Customer Data.
Reseller: means a legal entity authorized by Openwork to resell the Services.
Activation Request: the document validly signed by the Customer, containing the specifications, the methods of provision of the Services, the Reseller, and all required data, formalizing the request for activation of the Services.
Additional Activation Request: Activation request referring to a User, as identified by the User ID reported in the request itself, for whom the Customer has already issued an initial Activation Request and which formalizes the request for activation of additional Services pursuant to Article 17.
Activation Request Date: the date reported in the Activation Request or Additional Activation Request after which the Customer requests that the Services be activated.
Deactivation Request: the document validly signed by the Customer, containing the User ID and the list of Services to be deactivated, and sent to Openwork formalizes the request to deactivate Services for a User pursuant to Article 18.1.
Designated Reseller: the legal entity identified as the Reseller in the Activation Request; if not specified, Openwork will be used.
Credit: an amount recognized by Openwork to the Customer or Reseller that the Customer or Reseller may use as a deduction from amounts due for Activation Requests or Activation Requests.
Security Emergencies: means: (a) use of the Services that causes or may cause an interruption to the Services or damage to the infrastructure used to provide them and (b) unauthorized third-party access to the Services.
API: acronym for Application Programming Interface, a set of software procedures and instructions used programmatically to use the Services.
24/7/365: Acronym indicating the provision of a service without interruption, 24 hours a day, seven days a week, 365 days a year.
OEM Mode: Use of the Services within the Customer's own branded software services or applications intended for sale.
Third-Party Request: means a request for Data from qualified third parties. Third-Party Requests may include search warrants, court orders, subpoenas, or any other request for which the Customer does not have written consent to disclose the data.
IP Rights: Any and all current and future rights, whether Italian, European, or international, deriving from patents, trademarks, utility models, designs, copyrights, software, trade secrets, images, or other identifying marks, moral rights, and other related rights, or any other industrial and/or intellectual property rights, including the right to one's name, personal image, and confidentiality of one's personal data.
Personal data : any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
GDPR : Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on data protection.
GDPR Terms and Conditions : the document drawn up by Openwork , published at http://www.jamio.com/condizioni-gdpr , which describes the Parties' obligations regarding the use of the Services in compliance with the GDPR .
Processing : any operation or set of operations, performed with or without the aid of electronic tools, concerning the collection, recording, organization, storage, consultation, processing, modification, selection, extraction, comparison, use, interconnection, blocking, communication, dissemination, erasure, and destruction of data, even if not recorded in a database. Even just one of the operations listed on a piece of Personal Data to assume that Personal Data is processed .
Controller: The entity (the natural or legal person, public authority, agency, or other body) who, alone or together with others ( Joint Data Controller ), determines the purposes and means of the Processing of Personal Data .
Data Processor: The entity (the natural or legal person, public authority, agency, or other body) external to the Data Controller's that processes Personal Data on its behalf.
Safeguard Period: The period between the deactivation of the Services and the deletion of the data.
Openwork Privacy Policy: the document drawn up by Openwork , published at http://www.jamio.com/policy-privacy-openwork Customers ' Personal Data and contains the information pursuant to art. 13 of the GDPR and current legislation.
Openwork Intellectual Property Policy: the document drawn up by Openwork , published at http://www.openworkbpm.com/policy-proprieta-intellettuale-openwork , which contains the Customers regarding the protection of IP Rights owned by Openwork , as well as the powers that Openwork .
Jamio openwork Services Use Policy: the document drawn up by Openwork , published at http://www.jamio.com/policy-utilizzo-servizi-jamio , which describes the users' obligations regarding the use of the Services .
Protection Policy : the document drawn up by Openwork , published at http://www.jamio.com/policy-protezione/ , which describes the automatic protection mechanisms against improper use adopted in the Services ;
Retention Policy : the document drawn up by Openwork , published at http://www.jamio.com/policy-retention/ , which describes the time limits for the retention of certain information managed by the Services that do not have application value;
Price List: the web page, at http://www.jamio.com/listino-servizi-jamio , which lists the prices of the Services.
PEC: certified electronic mail, a particular type of electronic mail, governed by Italian law, which allows an electronic message to be given the same legal value as a traditional registered letter with acknowledgement of receipt.
Openwork Help Desk Service: service provided by Openwork via the Jamio Openwork PaaS, as detailed in the document Specific Conditions for the Provision of the Openwork Help Desk Service.
Specific Conditions for the Supply of the Openwork Help Desk Service: A document specifying the conditions for the supply of the Openwork Help Desk Service , published at http://www.jamio.com/condizioni-fornitura-help-desk .
Specific Conditions for the Supply of the Jamio Openwork Dedicated Web Access Service: A document specifying the conditions for the supply of the service provided by Openwork via the Jamio Openwork PaaS called Dedicated Web Access, published at http://www.jamio.com/condizioni-fornitura-dedicated-web-access .
Specific Conditions for the Supply of the Jamio Openwork Business Console Service: A document specifying the conditions for the supply of the service provided by Openwork via the Jamio Openwork PaaS called Business Console, published at http://www.jamio.com/condizioni-fornitura-business-console .
Specific conditions for the provision of Concerto Pec Services: document specifying the conditions for the provision of the services provided by Openwork via the Jamio Openwork PaaS called Concerto Pec, published at http://www.jamio.com/condizioni-fornitura-concerto-pec .
Specific conditions for the provision of the Data Export Service: document specifying the conditions for the provision of the service provided by Openwork via the Jamio Openwork PaaS called Data Export, published at http://www.jamio.com/condizioni-fornitura-data-export .
Specific conditions for the provision of the PEC Manager Service : document specifying the conditions for the provision of the service provided by Openwork via the Jamio Openwork PaaS called PEC Manager, published at http://www.jamio.com/condizioni-fornitura-pec-manager .
Specific conditions for the provision of the Mail Manager Service : document specifying the conditions for the provision of the service provided by Openwork via the Jamio Openwork PaaS http://www.jamio.com/condizioni-fornitura-mail-manager .
3. Object of the contract
The Agreement regulates access to and use of the Services with the specific characteristics, costs and any special conditions specified in the Activation Request.
4. Completion of the Contract
4.1. Acceptance of the Activation Request.
Sending a validly signed Activation Request to Openwork, directly or through a Reseller, with full acceptance of the Terms, the Openwork Privacy Policy, the Openwork Intellectual Property Policy, and any specific supply conditions, constitutes a contractual proposal pursuant to Art. 1326 of the Italian Civil Code. Openwork is free to accept or reject the request. The request is deemed accepted upon activation of the Services for the Customer, followed by notification to the Contact Person and the designated Reseller, as identified on the Activation Request, of the Contact Person's Service Access Credentials and User ID. If the User ID indicated in the Activation Request is unavailable because it has already been used or is otherwise unusable, Openwork will assign one as similar as possible to the one indicated in the Activation Request. By sending the Activation Request, the Customer acknowledges and accepts that he is entering into a contract whose only valid and effective version is the one in Italian, while any other versions provided by Openwork in any other foreign language are made available to him exclusively as a courtesy.
4.2. Failure to Accept the Activation Request.
The Customer acknowledges and agrees that, in the event of failure to accept the Activation Request and, in any case of failure to activate the Services, the Customer is entitled exclusively to a refund from the designated Reseller of the price paid to the same for the activation of the Services and that it cannot make any claim for compensation, damages, or claims of any kind against Openwork and the Reseller, if designated, for failure to accept the proposal and, in any case, for failure to activate the Services. It is understood that no interest or charges of any kind will be due on this amount.
4.3. Acceptance of Contractual Conditions.
It is understood, in any case, that the use of the Services by Users certifies acceptance of all contractual conditions, which are valid for the entire duration of the Contract.
5. Effective date and term
The Contract begins on the date of activation of the Services to the Customer, in accordance with the provisions of Article 4.1, and is valid and effective for one year, unless otherwise specified in the Activation Request and as provided in Article 20. If the Requested Activation Date is indicated in the Activation Request, the services will be activated no earlier than that date.
6. Features of the Services
6.1. Provision of Services
Users may access and use the Services pursuant to the Agreement from the date of their activation.
6.2. SLA
Openwork guarantees the Customer the provision and use of the Services 24/7/365 , subject to the interruption/suspension cases 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 are not counted for the purposes of calculating uptime. The Services will be provided until the expiration or termination of the Agreement in the manner established in the subsequent Articles 20 and 21. Further service levels are defined by the type of Work Area as reported in the Activation Request.
6.3. Infrastructure
The virtual infrastructure used to provide the Services guarantees:
- – ISO 27001:2013, ISO 27018:2014, ISO 27017:2015 certified suppliers;
- – encryption of server-client communications via SSL;
- – uptime of no less than 99.99% on an annual basis;
- – data centers 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 the 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. The Customer consents to Openwork transferring, storing, and processing the Data to locations other than the Customer's country, unless otherwise 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 . The Customer declares to be aware of these mechanisms and consents to their application.
6.6. Backup.
Openwork performs a comprehensive daily backup of all Users' archived data for the purpose of disaster recovery. Openwork does not perform any specific backups of archived data; therefore, in order to independently restore the data, the Customer must perform a local backup using a specific Data Export service.
6.7. Monitoring
Monitoring by Openwork is carried out through specific software and automatic procedures that use an identity called Automation in order to detect and resolve any faults or anomalies.
6.8. Openwork Organization
, for the provision of the Services, will be free to also avail itself of professionals external to its organization or subcontractors, without prejudice to its responsibility towards the Customer within the limits set by the Conditions.
7. Disruptions
7.1. Total Service Inaccessibility
Complete Internet inaccessibility to the Services for a total period of time exceeding the uptime limit set by the uptime parameter as indicated in Article 6.2 constitutes a service disruption for which Openwork will compensate you with a credit equal to 3% of the monthly fees for the Services active on the date the disruption is reported. The fee is calculated on a monthly basis for each full fifteen-minute portion of service disruption exceeding the limits set 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.
7.2. 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 exceeding the uptime limit as indicated in Article 6.2, constitutes a service disruption. Openwork will compensate you with a credit equal to 3% of the monthly fee for the unusable Service, for each full fifteen-minute portion of service disruption exceeding the limits set by the uptime limit, 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. Compensation Request
To obtain the Credit, the Customer must submit a request to the designated Reseller within 10 (ten) days of the end of the service disruption. However, for the purposes of credit recognition, only service disruptions confirmed by the Openwork monitoring system will be considered. The Credit may be used exclusively as a deduction from amounts due for new Activation Requests or Additional Activation Requests.
7.4. Exclusions
The following are the conditions in the presence of which, despite the occurrence of any malfunctions, the expected compensation is not due:
suspension as provided for in Articles 8.2 and 8.3;
anomalies and malfunctions of any third-party services as described in Article 11;
anomalies and malfunctions of Jamioware not provided by Openwork;
unavailability of the Services: attributable to a) incorrect use or configuration by the Contact Person or the Users or the Reseller, or b) anomalies and malfunctions of Jamioware caused by the Customer, the End Users or the Reseller, c) breach or violation of the contract attributable to the Customer;
anomaly or malfunction of the Services, or their failure or delay in removal or elimination attributable to breach or violation of the Contract by the Customer or to misuse of the Services by the Customer or the Reseller;
causes that determine the total or partial inaccessibility of the Services attributable to faults in the Internet network;
suspensions resulting from violations of the provisions of Article 9
8. Suspension
8.1. Account
If a User (a) violates the Agreement or (b) uses the Services in a way that Openwork reasonably believes will result in liability for damages, Openwork may require the Customer to suspend or deactivate the User's Account. If the Customer fails to suspend or deactivate the User's Account promptly, Openwork may do so on their behalf.
8.2. “Services”
Regardless of anything else provided in the Contract, Openwork reserves the right to automatically suspend, in whole or in part, the use of the Services
a) to carry out ordinary and extraordinary maintenance of the Services; in the case of ordinary maintenance, Openwork will send notification to the Contact Person with at least 48 (forty-eight) hours' notice; in the case of extraordinary maintenance, notice will be given where possible;
b) in cases of force majeure; cases of force majeure are all events beyond the reasonable control of Openwork, in any case, not foreseeable by the latter, dependent on natural or third-party events, such as, by way of example: security emergencies, failures of the network or service supply systems, activities and/or decisions of the Public Administration, acts and orders of the Military Authority, legal limitations, natural disasters, lightning, fires, explosions, riots, wars, epidemics as well as strikes, industrial disturbances, lack of raw materials, energy or transport; 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 the Customer does not respect the payment terms as set out 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 archived Data, if an express request to this effect is made by a competent judicial or administrative body pursuant to applicable law. In this case, Openwork will notify the Customer of the reasons for adopting the measures set forth therein. This case constitutes a case of force majeure, for which Openwork will have the right to withdraw from the Contract with immediate effect, as set forth in Article 20.2 below.
9. Usage Policy
The policies for using the Services are specified in the attached Jamio openwork Services Usage Policy document.
10. Customer obligations
10.1. Compliance.
The Customer indemnifies Openwork and agrees to be solely responsible for the Users' use of the Services. Users must use the Services in compliance with the provisions of Article 9. The Customer undertakes to inform End Users of the prohibitions set forth in this Article 10 and guarantees that they will not use the Services in ways that conflict with the prohibitions set forth therein. The Customer must obtain End Users' consent, if any, to allow Openwork technicians to perform the activities described in the Contract 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 the applicable minimum age in the relevant jurisdiction. The Customer must ensure that no person under the age of 13, or the applicable minimum age in the relevant jurisdiction, uses the Services. The Customer must prevent unauthorized use of the Services by Users and terminate any unauthorized use or access to the Services. The Customer agrees to promptly notify Openwork of any unauthorized use or access to the Services.
10.3. Restrictions on Use
The Customer is prohibited from:
using the Services in critical situations involving, for example, specific risks to the safety of people, environmental damage, specific risks in relation to mass transit services, the management of nuclear and chemical plants and medical devices; in such cases, Openwork makes itself available to evaluate and negotiate specific service levels with the Customer;
decoding the Services or performing reverse engineering operations of the Services, as well as attempting or assisting anyone to do so unless such restriction is prohibited by law;
marketing the Services as an agent or Reseller or dealer or distributor or licensee of Openwork or in any other capacity;
using the Services in OEM Mode;
allowing third parties to use the Services for activities that are not attributable to activities related to the Customer's processes.
10.4. Contact Person's Account
The Customer is required to:
appoint a Contact Person to manage the Services who has all the knowledge necessary to ensure their correct use and configuration and to correctly manage the communications sent by Openwork ;
keep the Contact Person's access credentials to the Services in the strictest confidence and not transfer them to third parties and to adopt the security measures required by current legislation on privacy and the processing of personal data .
10.5. Responsibility for Customer Accounts
The Customer further agrees to assume responsibility for maintaining the confidentiality of any non-public login credentials associated with the use of the Services. The Customer will notify Openwork of any improper use of the Accounts or any breach of security related to the Services.
10.6. Identity
The Customer undertakes to provide Openwork with their personal data and that of the Contact Person necessary for the full and correct execution of the Contract; they also guarantee, under their personal and exclusive responsibility, that the aforementioned data is correct, up-to-date, and truthful and that it allows their true identity to be identified. The Customer undertakes to promptly notify Openwork of any changes to the data provided, and in any case no later than 15 (fifteen) days after the aforementioned change occurs, and also to provide at any time, upon Openwork's request, adequate proof of their identity, domicile or residence, and, if applicable, their capacity as legal representative of the Customer. Upon receipt of such notification, Openwork may request additional documentation from the Customer to demonstrate the veracity of the data provided. In the event that the Customer fails to provide Openwork with the aforementioned communication or the requested documentation, or in the event that the Customer has provided Openwork with data that is false, out of date or incomplete or data that Openwork has reason, at its sole discretion, to believe to be such, Openwork reserves the right to:
refuse the request submitted by the Customer regarding operations to be performed in relation to the Services;
suspend the Services with immediate effect, without notice and for an indefinite period;
cancel and/or interrupt without notice any operations modifying the data associated with the Services;
terminate the Contract.
10.7. Third Party Requests.
Customer is responsible for responding to Third Party Requests using its own access to information. Customer must attempt to obtain the information requested to respond to Third Party Requests and will contact Openwork only if it is unable to obtain such information despite using reasonable efforts.
Openwork will use all means at its disposal, within the limits permitted by law and the terms of the Third Party Request, to: (a) promptly notify Customer of Openwork's receipt of the Third Party Request; (b) comply with any reasonable requests from Customer to object to the Third Party Request; and (c) provide Customer with the information or tools requested to respond to the Third Party Request (if Customer is unable to obtain the information otherwise). If Customer fails to respond to the Third Party Request in a timely manner, Openwork may do so, but this is not its obligation.
10.8. Export Restrictions.
The export or re-export of Data stored through 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 restrictions or embargoes by the Republic of Italy or any other relevant jurisdiction. Furthermore, the Customer must ensure that the Services are not provided to organizations in violation of any restrictions by the Republic of Italy.
11. Third-party software services and applications
11.1. Calling the Services. If Customer uses a third-party service or software application to call the Services (for example, a service that uses a Jamio openwork PaaS API), (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 Stored Data, and (b) Openwork does not warrant or support any service or software application provided by third parties.
11.2. Called from the Services. If Customer uses the Services to call a third-party service or software application (for example, a Jamio openwork PaaS process 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 Stored Data, and (b) Openwork does not warrant or support any service or software application provided by third parties, and (c) Openwork will not be responsible for any actions or omissions of the Customer in using the third-party service or software application.
12. Reseller
12.1. Reseller Selection.
In the Activation Request, the Customer may choose whether to purchase the Services from a Reseller. Any additional Activation Requests relating to the User indicated in the Activation Request must be submitted by the same designated Reseller. If Openwork or the designated Reseller chooses to terminate the commercial relationship with the other party, the Customer must find a replacement Reseller or purchase directly from Openwork. In this case, the Customer may be required to accept different financial conditions.
12.2. Change of Reseller
The Customer may change Reseller at any time by notifying Openwork. Under no circumstances will changing Reseller result in an interruption in the provision of the Services.
12.3. Administrator Access
Customer acknowledges and agrees that (i) once a Designated Reseller is designated, such Designated Reseller will be the primary administrator of the Services and will have administrative privileges and access to Customer Data; (ii) the Designated Reseller's privacy practices with respect to Customer Data or any services provided by the Designated Reseller may be different from Openwork's privacy practices; and (iii) the Designated Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including Personal Data. Customer authorizes Openwork to provide the Designated Reseller with Customer Data and information made available by Customer to Openwork for the purposes of ordering, providing, and managing the Services.
13. Support
Support for the Services will be provided by the Reseller, if designated, or by Openwork if the Customer has subscribed to one of the Openwork Help Desk Services.
14. Confidentiality
14.1. Joint Obligations
The Parties mutually undertake to treat as confidential any data or information known or managed in relation to the activities for the execution of the Services.
14.2. Openwork's Access to Archived Data.
The Customer acknowledges that Openwork, in carrying out the activities set forth in the Contract, may, where strictly necessary and with prior authorization, have access to archived Data. Such Data is in any case the property of the Customer, and Openwork will access it exclusively for purposes related to the provision of the Services and in full compliance with applicable legislation regarding confidentiality, privacy, and the Processing of Personal Data , and in accordance with the Openwork Privacy Policy .
14.3. Openwork's Obligations
It is expressly understood that Openwork shall have the right to deliver the archived Data in the event of a request from any public authority and that in such case, unless expressly prohibited, Openwork shall be to notify the Customer .
15. Intellectual property rights
By signing the Contract, the Customer declares that he has read and fully accepts the provisions contained in the attached Openwork Intellectual Property Policy document.
16. Fees and payment terms
16.1. Fees.
Customer will pay all applicable fees set by the designated Reseller and authorizes the designated Reseller to charge the amounts due using the agreed-upon payment method. 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. Invoicing
In the case of direct purchases from Openwork, invoices will be issued upon activation of the Services or upon their renewal. A separate invoice will be issued for each User.
16.3. Taxes.
Cilente is responsible for paying VAT and any other taxes or duties required by applicable law, which remain the responsibility of the Customer. The designated Reseller will charge the applicable taxes when applicable. If the Customer is required to withhold any taxes, he or she must provide the designated Reseller with appropriate supporting documents.
16.4. Terms and methods of payment
The established fees must be paid according to the methods established by the designated Reseller.
17. Additional services
17.1. Additional Activation Requests.
During the term of the Contract, the Customer may request the provision of additional Services (for example, access for additional users, use of additional storage, etc.) by signing one or more Additional Activation Requests and sending them to Openwork via 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. Fees for Monthly Fee Services
For additional Services, the fee for which is calculated on a monthly basis, the Customer will pay the designated Reseller the monthly fee for the months or fractions of months between the date of activation of the same and the expiration of the Contract, using the rates established by the designated Reseller and the agreed payment method.
17.3. Additional Consumption
Openwork reserves the right to verify the Customer's use of the Services. If usage conditions for the Services are detected that exceed the purchased Services (for example, storage used exceeds that purchased or the number of Users authorized to use the Services exceeds those purchased), Openwork will notify the Contact Person and the Reseller, if designated, of the request to adjust the situation by: (a) restoring usage conditions consistent with the purchased Services (for example, deleting archived Data to reduce storage used or disabling Users) or (b) purchasing Additional Services (for example, purchasing new storage, Users, or Credits). For the calculation of the amount due for the monthly fee Services, the provisions of Article 17.2 apply, considering the date of activation of the additional Services to be the date the consumption was detected. If the Customer has not settled the position by sending an appropriate Activation Request within 10 (ten) days of the aforementioned notification, Openwork will consider the additional Activation Request referred to above as tacitly signed by the Customer and sent to Openwork.
18. Deactivation of services
18.1. Request. The Customer may request deactivation of the purchased Services by sending a duly completed Deactivation Request to Openwork via the designated Reseller.
18.2. Completion of Deactivation. Openwork will verify whether the Deactivation Request is consistent with the current use of the Services. If the request is not consistent, in whole or in part, Openwork will inform the Contact Person (for example, if the Customer requests a reduction in available storage and the amount of storage used exceeds what would be available following the Deactivation Request) and the designated Reseller; otherwise, Openwork will deactivate the requested Services within 30 (thirty) days from the date of receipt by Openwork of the Deactivation Request. The Customer is required to pay all invoices issued by the designated Reseller up to the time of receipt of the Deactivation Request for the services subject to the request. The right to use any unused Credits ceases upon deactivation of the Service to which they are associated, and the designated Reseller and Openwork are not liable to the Customer for any failure to use them.
18.3. Minimum Conditions. A User must have at least three active users and 10 GB of storage. Any deactivation requests that violate these minimum conditions will not be accepted by Openwork.
19. Automatic renewal
19.1. Termination. The Agreement will be automatically 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 the expiration date, or (b) otherwise specified in the Activation Request or in the Additional Activation Request.
19.2. Fees and Billing. In the event of automatic renewal, the Customer will pay the applicable fees, as determined by the designated Reseller, for all Services active on the renewal date, the fee for which is calculated on a monthly basis. Billing will be issued on the renewal date.
20. Withdrawal
20.1. The Customer
The Customer shall always have the right to withdraw from the Contract at any time, without penalty and without stating the reasons, by notifying the designated Reseller of a validly signed communication. The withdrawal will be effective 30 (thirty) days from the date of receipt by the designated Reseller of the aforementioned communication.
20.2. Openwork
reserves the right to withdraw from the Contract at any time and without stating a reason by sending written notice to the Customer and the Reseller, if designated, via registered mail or certified email to the addresses listed in the Activation Request, with at least 15 (fifteen) days' notice, except in the case of events caused by force majeure or the presence of exceptional circumstances justifying early termination (in accordance with the provisions of Article 20.6), under which Openwork reserves the right to withdraw from this Contract without notice and with immediate effect. After the aforementioned deadline, the Contract shall be deemed terminated and/or terminated. In any case, Openwork expressly excludes any liability for the exercise of the right of withdrawal and/or for the Customer's failure to use the Services, or the resulting right of the Customer to claim reimbursement, compensation, or damages of any kind.
20.3. Notice to Perform
Pursuant to Article 1454 of the Italian Civil Code, each Party may formally demand the other, using the procedures set forth in Articles 20.1 and 20.2 respectively, to fulfill its contractual obligation within 15 (fifteen) days. If the notified Party fails to comply within this period, the Contract shall be deemed automatically terminated.
20.4. Express termination clause.
Each Party may terminate this Agreement with immediate and automatic effect, without notice, by declaring to the other Party its intention to avail itself of this clause pursuant to Article 1456 of the Italian Civil Code, to be carried out respectively in the manner set out in Articles 20.1 and 20.2 above, 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
Pursuant to Article 20.4, any violation of Articles 9, 10.3, 10.5, 1, and 1 of this Agreement is considered a serious breach.
20.6. Exceptional circumstances justifying immediate termination.
Exceptional circumstances justifying immediate termination by Openwork , pursuant to art. 20.2, include the cessation of the Customer or its subjection to insolvency proceedings.
21. Effects of termination or termination
21.1. Customer Rights and Obligations. Upon termination or termination of the Agreement: (a) Openwork will deactivate the Services; and (b) the rights granted by Openwork to the Customer will immediately cease (except as provided in Article 28); and (c) in the event of withdrawal by Openwork for reasons not attributable to force majeure or non-fulfilment as set forth in Articles 20.2, 20.3 and 20.4 and in the event that the Customer has not designated a Reseller, Openwork will issue a credit note to the Customer for any monthly fees invoiced for full months following termination of the Agreement; and (d) in the event of withdrawal by Openwork for reasons not attributable to force majeure or non-fulfilment as set forth in Articles 20.2, 20.3 and 20.4. 20.2, 20.3 and 20.4 and in the event that the Customer has designated a Reseller, Openwork will issue a credit note to the Reseller for any monthly fees invoiced for whole months following the termination of the Contract, the Reseller will issue a credit note to the Customer for any monthly fees invoiced for whole months following the termination of the Contract (e) in the event of withdrawal not attributable to the provisions of the previous points c) and d), the Customer is required to pay all invoices issued by the designated Reseller up to the expiry or termination of the Contract; and (f) the Customer's right to use any unused Credits ceases and nothing is owed by the designated Reseller to the Customer for failure to use them and (g) the Customer's right to send further additional Activation Requests pursuant to the Contract ceases.
21.2. Management of Archived Data. After 30 (thirty) days from the expiration or termination of the Contract, Openwork will delete the Archived Data. The Customer acknowledges that after this period, it will no longer be possible to recover any Archived Data. In any event of termination or expiration of the Contract, the Customer hereby indemnifies Openwork and the Reseller, if designated, from any and all liability for any total or partial loss or damage to the Archived Data. During the term of the Contract, the Customer may purchase, at the then-current rates, a specific service to export the Archived Data.
22. Indemnity clause
22.1. Customer Obligation. The Customer agrees to indemnify, hold harmless, and hold Openwork harmless from any prejudicial consequences or third-party claims, from all losses, damages, liabilities, costs, charges, and expenses, including legal fees, that may be incurred or suffered by Openwork arising from a third-party claim against Openwork or its affiliates, suppliers, Resellers, and distributors regarding: (a) Managed Data; (b) use of the Services by Users in violation of this Agreement.
22.2. Dispute Management. Openwork will promptly notify the Customer of the claim and will cooperate with it in the defense. The Customer will have complete control and responsibility for the defense unless (a) any settlement involving an admission of liability by Openwork requires prior written consent, which cannot be unreasonably withheld or delayed, 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 defects or errors or that the functions performed by the Services will meet all of the Customer's present and future needs. Notwithstanding the provisions of Articles 1578 et seq. of the Italian Civil Code, Openwork is not liable for damages resulting from original or subsequent defects in the Services. The Services are provided "blind." To the maximum extent permitted by law and except as expressly set forth in the Agreement, neither Openwork nor its affiliates, suppliers, Resellers, and distributors disclaim any warranty of any kind, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
Software services, in general, cannot be developed to function error-free across all possible applications and uses. Furthermore, 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 to avoid harm to itself and others, it undertakes to always and diligently perform accurate checks and controls before, during, and after each important operation, and to keep precise and detailed records thereof, in order to promptly detect and address possible malfunctions of the Services and the applications developed based on them. The Customer is responsible for managing and backing up the archived data.
24. Limitation of liability
24.1. Limitation of Indirect Liability. To the maximum extent permitted by law, except for Openwork's indemnification obligations (pursuant to Article 9.1 of the Openwork Intellectual Property Policy) or the Customer's obligations (pursuant to Article 22), neither the Customer nor Openwork, its affiliates, suppliers, Resellers, and distributors will be liable under the Agreement for (a) indirect, special, incidental, consequential, exemplary, or punitive damages or (b) loss of use, data, business, revenues, or profits (whether direct or indirect), 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 Agreement will not exceed the amount set forth in Articles 7.1 and 7.2, with any other compensation or damages to the Customer for direct or indirect damages of any nature or kind being expressly excluded, from now on, by the Customer. The Customer acknowledges and agrees, from now on, that in all cases where the aforementioned Articles do not apply, Openwork will be liable exclusively up to the amount paid in the last 12 months by the Customer or the Reseller, if designated, for the specific User.
25. Processing of personal data and data security
25.1. Roles
Openwork , for the sole phases of collection, processing and management of Personal Data , necessary for the activation of the Services Contact Person 's data ), acts as Data Controller in compliance with the definitions of the roles described in the GDPR .
25.2. Methods
The Processing of Personal Data communicated by the Customer to Openwork for the purposes of the execution of this Contract and the subsequent provision of the Services , will take place in compliance with the applicable laws or regulations regarding privacy and Processing of Personal Data , the Openwork Privacy Policy and in accordance with the consent to the Processing of Personal Data expressed by the Customer in the Activation Request .
25.3. Personal data of which the Customer is the Data Controller or Data Processor
The Parties accept, for the Personal Data processed by the Customer (by way of example and not limited to End User Accounts , emails of users of the Openwork Help Desk Service ), the conditions set out in the GDPR Conditions document.
25.4. Information
By signing the Contract the Customer declares that he has read and fully accepts the information contained in the Openwork Privacy Policy .
25.5. Data Protection
Openwork undertakes to use Infrastructure, including third-party Infrastructure, in full compliance with the provisions of the law on the protection of personal data and certified to ISO 27001:2013, ISO 2718:2014, ISO 27017:2015, international standards that certify information security controls, define the guidelines and general principles for the introduction, implementation, maintenance and improvement of information security management, and 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, according to the methods indicated in the following art. 25.10, the Jamio openwork PaaS security technical report Services from a security perspective .
25.6. Communication Protection
The Services are accessible via 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, ensuring confidentiality and integrity;
server authentication – the User can verify the identity and authenticity of the website to which they are connected.
25.7. Cookies and other technologies
To provide, improve, protect, and promote the Services, Openwork uses technologies such as cookies (for example, cookies allow us to remember your username for your next visit). The End User can set their browser to reject cookies, but this may limit their ability to use the Services.
25.8. Customer Responsibilities
The Customer is solely responsible for independently determining whether the organizational and technical measures of the Services Customer 's requirements , including its confidentiality obligations under the GDPR or other applicable laws or regulations regarding the protection of personal data. The Customer acknowledges and accepts that (taking into account the state of the art, the costs of implementation, as well as the nature, scope, context and purposes of the processing of its Personal Data , as well as the risks to natural persons) the security procedures and criteria implemented and ensured by Openwork guarantee a level of security appropriate to the risk with regard to its Personal Data . The Customer is required to implement and ensure measures to safeguard the right to the protection of Personal Data and security measures for the hardware and software components that the Customer uses or controls.
25.9. Other technical and organizational measures of Openwork Openwork
, upon request of the Customer , undertakes to provide all necessary information to illustrate the technical and organizational measures adopted to protect Personal Data in compliance with applicable laws or regulations.
25.10. Requests and Reports
Requests or reports regarding privacy, the processing of personal data and security must be forwarded through the Openwork Help Desk Service .
26. Disputes
26.1. Informal Resolution
Openwork intends to address issues without resorting to legal action. Each party agrees to attempt to resolve the dispute by contacting the other party using the notification procedures described in Article 31.3. If the dispute is not resolved within 30 (thirty) days of notification, the Customer or Openwork may file a lawsuit.
26.2. Arbitration Clause.
The Customer and Openwork agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as provided below. The Arbitration and Mediation Chamber of the Bari Chamber of Commerce will administer the arbitration pursuant to the Arbitration Procedure Rules established by it.
26.3. Exceptions to the Arbitration Clause.
Either party may file a lawsuit in the Court of Bari, without first initiating the informal dispute notification process described above, exclusively for injunctive relief to prevent unauthorized use or abuse of the Services or infringement of IP Rights. The Customer consents to such venue and jurisdiction.
27. Changes
27.1. Changes to the Services
Openwork reserves the right to periodically update the Services, including the Services APIs.
27.2. Changes to the Terms
Openwork reserves the right to periodically modify the Conditions, the Specific Supply Conditions, the Openwork Privacy Policy, the Intellectual Property Policy, and the Jamio openwork Services Usage Policy.
27.3. Price revision
Openwork reserves the right to update the price list at any time.
27.4. Communications.
If Openwork makes technical or economic changes that are detrimental or burdensome in functional and/or economic terms, or modifies any part of the contractual terms, such changes will be notified to the Contact Person and, in the case of contractual terms, published at http://www.jamio.com/condizioni-generali-fornitura-servizi . The aforementioned changes will take effect 15 (fifteen) days after their notification. Within the same period, the Customer may exercise the right to withdraw from the contract in the manner set forth in the previous Article 20.1. If the Customer fails to exercise the right of withdrawal within the terms and conditions indicated, the changes will be deemed to have been definitively acknowledged and accepted by the Customer.
28. Waivers
28.1.
Waiver by either Party of any provision, right, or right to claim any breach of the Agreement must be in writing and signed by the waiving Party. Any purported waiver not in writing and without a signature by the waiving Party will be void.
28.2. Scope
A waiver of any provision does not constitute a waiver of the remaining provisions.
28.3. Future Rights
A waiver shall not preclude the waiving Party from relying on any right that may arise in the future or from making any claim regarding a subsequent breach of this Agreement, even if that future right or subsequent claim is the same one that was previously waived.
29. Ultraactivity
This clause, the other clauses of the Conditions indicated below, as well as the provisions set out in documents to which such clauses refer, will continue to be valid between the Parties even after the termination or expiration of the Contract, for any reason whatsoever due to or attributable to any party: art. 2 (Definitions), art. 10.7 (Third Party Requests), art. 14 (Confidentiality), art. 15 (Intellectual Property Rights), art. 16 (Fees and Payment Terms), art. 21 (Effects of Term or Termination), art. 22 (Indemnity Clause), art. 23 (Disclaimer), art. 24 (Limitation of Liability), art. 25 (Processing of Personal Data and Data Security), art. 26 (Disputes), art. 28 (Waiver) and art. 31 (Miscellaneous).
30. Safeguard clause
If any provision of this Agreement is held, for any reason, to be illegal, invalid, or unenforceable, except where the removal or deletion of such illegal, invalid, or unenforceable provisions would prevent enforcement of this Agreement, the legality, validity, and enforceability of the remaining provisions of this Agreement shall remain unaffected, and this Agreement shall be construed as if such illegal, invalid, or unenforceable provisions had never existed. Unenforceable provisions will be modified to reflect the Parties' intention and only to the extent necessary to make them enforceable.
31. Miscellaneous
31.1. Entire Agreement.
The Agreement constitutes the entire agreement between the Customer and Openwork regarding the subject matter of the Agreement and supersedes any prior agreement or prior or contemporaneous understanding, whether written or verbal, regarding the subject matter of the Agreement. In the event of a conflict between the documents constituting the Agreement, priority is established in the following order: the Conditions, the other Annexes to the Agreement.
31.2. Applicable law
The contract is governed exclusively by the laws of the Italian Republic.
31.3. Notices
Notices to Openwork must be sent via registered mail to Openwork srl – Via M. Partipilo n. 38 – 70124 Bari – Italy, or via certified email to openwork@pec.it, and are deemed delivered upon receipt. Notices to the Customer, unless otherwise specified, are sent to the address indicated in the Activation Request and are deemed delivered upon dispatch.
31.4. Assignment.
The Customer may not assign or transfer the Agreement or any rights or obligations under it without Openwork's written consent. Openwork may not assign the Agreement without notice to the Customer, except in the case of assignment of the Agreement to an affiliate or in the event of a merger, acquisition, corporate reorganization, or sale of all or a substantial portion of its assets. Any other attempted transfer or assignment is void.
31.5. No agency mandate
Openwork and the Client are not legal partners or agents but independent contracting parties.
31.6. Force Majeure
Except for payment obligations, neither Openwork nor the Customer shall be liable for inadequate performance if it arises from a condition beyond the reasonable control of the party (for example, natural disasters, acts of war or terrorism, strikes, actions of public bodies and Internet failures).
31.7. No Third-Party Beneficiaries
There are no third-party beneficiaries in the Agreement. Without limiting this article, under the Agreement, End Users are not third-party beneficiaries of the Customer's rights.
31.8. Competent Court
The Court of Bari shall have exclusive jurisdiction over any dispute arising from the Contract.
Rev 1.5 dated 06.21.2021
jamio.co
