Terms of service
Terms of sale
PREAMBLE
The Service Provider is a provider of "Software as a Service", i.e. business applications rented online (called SaaS provider). As such, it is the provider of the Application Services indicated below in the contract.
The Customer wishes to use the SaaS with a specialized Service Provider for the operation of the applications described in the Special Conditions.
The Customer acknowledges having received from the Service Provider all the necessary information that allows him to evaluate the suitability of the Application Services for his needs and to take all necessary precautions for its use.
ALL THIS HAS BEEN SOLD OUT, THE FOLLOWING HAS BEEN AGREED AS GENERAL CONDITIONS OF SALE HEREINAFTER DEFINED AS CONTRACT:
ARTICLE 1. DEFINITIONS
The terms that begin with a capital letter in the Contract, whether used in the singular or plural, shall have the meaning attributed to them below.
Anomalies are difficulties in the functioning of the application - repetitive and reproducible - which can be of three types:
- A blocking anomaly means any malfunction that makes it impossible to use the application;
- A semi-blocking anomaly means any malfunction that allows the use of a part of the application's functionality;
- A minor anomaly means any minor functional malfunction that allows the full use of the application in all its features, even if this occurs through a workaround procedure;
Specific development means the computer program created exclusively for the Customer by the Service Provider;
Documentation means the paper or computer documents relating to the use of the software, regardless of their format;
Data means the information, publications and, in general, data and information of any kind present in the Customer's database, the use of which is the subject of this contract, which can only be consulted by Users;
Identifiers means both the user's own identifier ("login") and the connection password ("password");
Internet means the set of interconnected networks, which are found in all regions of the world;
Software means any software provided by the Service Provider to the Customer and in particular the related Solutions;
Maintenance means the set of operations aimed at maintaining the functioning and updating of the applications and their availability;
Workstation means a terminal of any type (computer, tablet, smartphone, etc.) from which a User accesses the Service.) from which a User accesses the Solution;
Saas means Software as a Service, i.e. business applications rented online;
Server means the computer equipment designated by a serial number, consisting of computers or central processing units, their peripherals or accessories including, where applicable, the network that manages the exchange of information;
Application Service means the service offered in SaaS mode by the Service Provider, which allows the use of the Solutions by the Customer;
Solutions means the operational functions listed in the specific conditions of the contract and made available to the Customer as part of the Application Services covered by the contract;
User means the person placed under the responsibility of the Customer (employee, representative, etc.) or the customer himself who benefits from access to the Solutions.
User administrator means the person in charge of managing a computer system, responsible for its security, its operation, its exploitation or its evolution.
ARTICLE 2. SUBJECT
The purpose of the contract is to define the terms and conditions under which the Service Provider makes the Solutions available to the Customer in SaaS mode.
The Service Provider grants the Customer, who accepts:
- a right of access to the Blowfish Servers under the conditions defined below;
- a right of end-use of the Solution;
- a set of services defined below, in particular data hosting, maintenance of the Application Services, technical assistance.
ARTICLE 3. CONTRACTUAL DOCUMENTS
The special and general conditions of the contract for the supply of software and hosting services constitute the set of commitments existing between the Parties, hereinafter jointly referred to as the Contract.
The Contract replaces and cancels any previous oral or written commitment relating to the subject of the Contract.
The Contract may be modified only by means of an amendment signed by both Parties.
ARTICLE 4. EFFECTS, DURATION AND REDUCTIONS
The Contract will take effect from the start date indicated in the special conditions.
The duration of the contract is set at one (1) year from its entry into force or subscription by online payment.
The Customer benefits from a trial period of (1) month before the entry into force of the contract.
The Customer may withdraw from the trial period by sending a certified email to This email address is being protected from spambots. You need JavaScript enabled to view it. , no later than eight (8) days before the end of the first month of the contract.
If the Customer withdraws from the contract during the trial period, the services used will be at the Customer's expense.
If the trial period is not interrupted, the contract will continue until its expiry.
If the contract is for several years, it is tacitly renewed for a period of four (4) years and according to the same terms and conditions, in the absence of cancellation by one of the Parties, by certified email to This email address is being protected from spambots. You need JavaScript enabled to view it. , sent three (3) months before the expiry of the contract.
In the event of termination of the Contract before its expiry and after the trial period at the initiative of the Customer or at the initiative of the Offeror due to incorrect behavior by the Customer, whatever the cause, the remaining fees will become immediately due by the Customer upon receipt of the relevant invoice issued by the Offeror.
ARTICLE 5. DESCRIPTION OF APPLICATION SERVICES
5.1. APPLICATION SOLUTIONS
The Service Provider makes available to the Customer the Solutions accessible on the Service Provider's remote server via the Internet.
Under the conditions of the "License" article, the Service Provider grants the Customer the right to use, on a non-exclusive basis, the Solutions indicated in the special conditions.
The Service Provider ensures the hosting of the Data on the Servers, the maintenance and security of the Solutions.
The Service Provider performs backups according to a backup plan that is prepared in order to protect the application data and the customer's data;
Each data is subject to a daily backup and a 5-day retention.
5.2. NETWORK AND TECHNICAL SCOPE
The choice of network is made by the Customer and the Service Provider does not provide any guarantee on the chosen network. As the Service Provider cannot be held responsible for network line interruptions, it draws the Customer's attention to the importance of choosing the operator's product. To access the Solution, the Customer has taken note of the technical scope defined by the Service Provider and declares to accept it as a prerequisite for the provision of the Solution. The Customer ensures the compatibility of its local network and its hardware (computer, tablet, smartphone, etc.) with the Application Services and in particular their configuration in accordance with the Provider's recommendations described below:
- Minimum recommended Input / Output speed: 1Mbit
- 2 Core 2.5GHz processor or higher
- At least 4GB of RAM
- Graphics card and monitor resolution (1024 x 768) or higher
- Internet browser Chrome (recommended) or Firefox or Safari or Internet Explorer >=10
The Supplier's recommendations may be modified by simply sending an email when the evolution of the Solutions made available requires it; this is accepted by the Customer.
5.3. RIGHT OF ACCESS TO SOLUTIONS
The Customer shall use this right of access alone. Except during maintenance periods, the Customer may connect at any time, namely:
- 24 hours a day;
- 7 days a week;
- including Sundays and public holidays;
- with the assistance of the Service Provider's technical teams, if necessary.
The access procedure defined by the Service Provider has been delivered to the Client, who acknowledges having received it and undertakes to strictly comply with it.
Access occurs:
- from the Customer's computer, tablet, smartphone;
- from any computer of the nomadic Customer;
- via the Identifiers provided to the Customer.
The Service may be occasionally suspended for maintenance work necessary for the proper functioning of the Servers. In the event of maintenance, the Service Provider undertakes to inform the administrator by email at least 48 hours before the intervention that causes a temporary loss of service. The Customer acknowledges that this period is sufficient to make arrangements and organize accordingly. The Service Provider will not be liable for any consequences arising from the interruption or suspension of the Solutions for maintenance once this notice period has been respected.
5.4. USER IDENTIFICATION
The identification of the Customer when accessing the Application Services occurs through:
- An email assigned to each User by the Client User Administrator,
- And a password chosen by the user himself.
The Customer will use the User IDs communicated to it each time it connects to the Application Services. The Identifiers are intended to limit access to the Solutions covered by the Contract to the Customer's Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Customer Data transmitted by the Users.
The Identifiers are personal and confidential. They can only be changed at the Customer's request.
The Customer undertakes to do everything possible to keep its Identifiers secret and not to disclose them in any form.
The Customer is entirely responsible for the use of the Identifiers and is responsible for the safekeeping of the access codes that have been provided to it or that it has created. The Customer must ensure that no other person not authorised by the Service Provider has access to the Application Services and Solutions. In general, the Customer assumes responsibility for the security of individual workstations that access the Solutions.
In the event that the Customer becomes aware that another person is accessing the Solutions, it must immediately inform the Service Provider and confirm this by email or use the appropriate blocking features of the service (valid only for the Blowfish app).
The Customer acknowledges that it has been informed by the Service Provider of the procedure to follow in the event of loss or theft of one of the identifiers. This procedure may be modified at any time if the Provider deems it necessary.
In the event of a change in the procedure, the Provider will inform the Client 48 hours in advance by email.
The Provider recommends that the Client adopt an IT charter in order to raise awareness of this issue among all staff. In addition, Client Identifications allow access to the Solutions within the limit of a single simultaneous connection. Any attempt to use the same Client Identifications simultaneously from more than one Workstation may result in the termination of this Agreement by the Service Provider, ipso jure, without prior notice or notification.
The Client shall indemnify the Service Provider against any claim or legal action brought against it by third parties claiming to have suffered damage in relation to a breach of this clause.
ARTICLE 6. QUALITY OF APPLICATIONS
The Customer is warned of the technical risks inherent in the Internet and the interruptions in access that may result from them.
Consequently, the Service Provider cannot be held responsible for any unavailability or slowdown of the Application Services.
The Service Provider cannot guarantee the continuity of the Application Services, performed remotely via the Internet, which the Customer acknowledges. Furthermore, it is the Customer's responsibility to comply with the volume thresholds indicated in the special conditions and to notify the Service Provider in the event of an increase in its needs in terms of processing capacity.
The Application Services may occasionally be suspended due to maintenance work necessary for the proper functioning of the Servers. In the event of interruption of the Application Services for maintenance, the Service Provider undertakes to comply with the operating procedure described below, so that the Customer can be informed as soon as possible of the interruption and can organize itself sufficiently in advance to avoid any interruption of its activity:
- Minor anomaly (functional anomaly that allows full use of the application, with workaround procedure)
? Time to consider: as soon as possible
? Time to correct: on version V+1
- Semi-blocking anomaly (functional anomaly that allows the use of applications for a part of its functionality)
? Time taken into account: 1 working day
? Correction time: 10 working days
- Blocking anomaly (malfunction that makes it impossible to use the application)
? Response time: 1 working day
? Correction time: 5 working days
The Service Provider cannot be held responsible for any impact of this unavailability on the Customer's activities.
ARTICLE 7. LICENSE
The Parties acknowledge that the Solutions, the Application Service and the Specific Development remain the exclusive property of the Service Provider. The Service Provider grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions, the Application Service and the Specific Development for the duration of the Agreement. The Customer may use the Application Services and the Solutions only in accordance with its own needs and the related documentation. In particular, the license for the Solutions and the Application Service is granted for the sole purpose of enabling the Customer to use the Application Services, to the exclusion of any other purpose. The Customer is informed that such right of use is subject to the monthly or annual payment of the fee according to the terms and conditions set out in the Agreement. Right of use means the right to represent and implement the Application Services in accordance with their purpose, in SaaS mode through a connection to an electronic communication network. The Customer may not under any circumstances make the Solutions available to third parties and any other use is strictly prohibited, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
ARTICLE 8. MAINTENANCE
8.1 TECHNICAL MAINTENANCE
An email support service for fault management is available from Monday to Friday inclusive, from 9.00 to 12.00 and from 14.00 to 18.00. Fault reports must be confirmed immediately by email to the Service Provider. The Service Provider will diagnose the fault and implement its correction.
(a) In the event of a blocking fault, the report will be taken into account within 1 working day. The Service Provider undertakes to correct the blocking anomaly as quickly as possible and proposes a workaround solution within 2 working days.
(b) In the event of a semi-blocking anomaly, the report will be taken into account within 1 working day. The Service Provider undertakes to correct the fault and propose an alternative solution allowing the use of the affected features within 5 working days. (c)
In the event of a minor fault, the report will be taken into account as soon as possible and the correction of the minor fault will be proposed in a new version of the Service that will be delivered as part of evolutionary maintenance.
To enable the Service Provider to fulfill its support and maintenance obligations, the Customer undertakes to:
- Designate a qualified contact person who can define, centralize Users' questions and submit to the Service Provider in a precise manner the problems encountered;
- Maintain sufficiently qualified and trained Users throughout the execution of this Agreement. The parties agree that support must be timely and must not lead to a training service. The Service Provider reserves the right to invoice for support services that are similar to training services;
- Collaborate effectively and encourage Users to collaborate effectively, in particular by responding to the Service Provider's questions as quickly as possible. The Service Provider is not responsible for maintenance in the following cases:
- Customer's refusal to cooperate with the Service Provider in resolving anomalies and in particular to respond to questions and requests for information;
- Use of the Application Services in a manner inconsistent with their intended use or their documentation;
- Unauthorized modification of the Solutions by the Customer or any third party;
- Failure by the Customer to fulfill the obligations set forth in the Contract;
- Implementation of any software package, software or operating system that is not compatible with the Application Services;
- Use of incompatible consumables;
- Failure of electronic communication networks;
- Deliberate act of degradation, fraud, sabotage;
- Damage due to a cause of force majeure or improper use of the Application Services.
8.2 EVOLUTIONARY MAINTENANCE
The Customer benefits from updates and functional developments of the Application Services. If the Customer has opted for Specific Developments of the Application Services, the updates and functional evolutions will give rise to an additional specific billing. The Service Provider undertakes to provide updated documentation for new versions of the Solutions. Corrections and updates of the Application Services are expressly subject to the Contract. Interventions relating to this service may make the service temporarily unavailable. They are carried out periodically after a notice period of 48 hours.
ARTICLE 9. TECHNICAL ASSISTANCE
The Customer will receive a response via email, from Monday to Friday from 9.00 to 12.00 and from 14.00 to 18.00, by writing via the Supplier's dedicated website.
ARTICLE 10. TRAINING
Upon request of the Customer, the Service Provider may provide training services on the Application Services, the terms and conditions and price of which will be agreed between the Parties. The Service Provider will invoice a training service if its intervention declarations in the context of technical assistance and corrective maintenance of the Application Services highlight recurring problems of use by the Customer, distinct from anomalies.
Training services ordered but not performed will be invoiced 3 months after the date of signing the contract. The Customer can schedule them at any time within a maximum period of 3 months from the invoice.
ARTICLE 11. DATA PROCESSING
11.1. OBJECT
The purpose of these clauses is to define the conditions under which the service provider undertakes to carry out the personal data processing operations defined below on behalf of the data controller. In the context of the contractual relationship, the parties undertake to comply with the current legislation applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018 (hereinafter, "European Regulation on Data Protection").
11.2. DESCRIPTION OF THE PROCESSING OPERATIONS SUBJECT TO OUTSOURCING
The supplier is authorised to process on behalf of the data controller the personal data necessary for the following services:
- Hosting of the entered data
- Maintenance of applications used
- Backup of data entered in applications
- Interventions on your databases
All data is hosted in one of the data centers used by Blowfish in the continents and countries listed on the Provider's website.
11.3. PROCESSING OF PERSONAL DATA BY THE CUSTOMER
The Customer assumes all editorial responsibility for the use of the Application Services. The Customer is solely responsible for the quality, legality and suitability of the Data and content that it transmits for the use of the Application Services. Furthermore, the Customer guarantees that it is the owner of the intellectual property rights that allow it to use the Data and Content. Consequently, the Service Provider shall not be liable for the non-compliance of the Data and/or Content with laws and regulations, public order or the Customer's needs. The Customer shall indemnify the Service Provider, upon first request, from any damage that may arise from the liability of third parties for the breach of this warranty. More generally, the Customer is solely responsible for the content and messages transmitted and/or uploaded via the Application Services. The Customer remains the sole owner of the data that constitute the content of the Solutions.
11.4. OBLIGATIONS OF THE SERVICE PROVIDER TOWARDS THE CONTROLLER
The provider undertakes to:
1. Process the data only for the sole purpose or purposes for which it was outsourced;
2. Process data in accordance with the instructions given by the controller. If the service provider considers that an instruction constitutes a violation of the European Data Protection Regulation or any other provision of Union or Member State law on data protection, it shall immediately inform the controller;
3. Ensure the confidentiality of personal data processed under this contract;
4. Ensure that the persons authorised to process personal data under this contract:
- Are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality
- Are provided with the necessary training in personal data protection
5. Take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default;
6. Subsequent subcontracting:
The service provider must ensure the GDPR compliance of its subcontractors and in particular the hosting company.
If the subprocessor fails to comply with its data protection obligations, the original provider remains fully liable to the controller for the fulfillment of the obligations of the other subprocessor.
7. Right to information of data subjects: it is the responsibility of the data controller to provide information to data subjects on the processing operations at the time of data collection.
8. Exercise of the rights of the interested party: the data controller will follow up on requests to exercise the rights of the interested party: right of access, rectification, erasure and opposition, right to restriction of processing, right to data portability, right not to be subjected to an automated individual decision (including profiling).
9. Notification of personal data breaches: The service provider shall notify the controller of any personal data breach within a maximum of 48 hours after becoming aware of it and by any appropriate means. Such notification shall be accompanied by all relevant documentation to enable the controller, if necessary, to notify the breach to the competent supervisory authority.
10. Security measures: The service provider undertakes to implement the following security measures:
- The means to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- The means to restore the availability and access to personal data within an appropriate timeframe in the event of a physical or technical incident;
- A procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing
11. Destination of the data:
At the end of the services provided in relation to the processing of such data, the service provider undertakes, at the request of the data controller, to return to the latter all personal data. The return will be accompanied by the destruction of all copies existing in the information systems of the service provider. Once destroyed, the service provider must justify the destruction in writing. Without a request from the data controller, the data will be archived for 3 months and then destroyed.
12. Data Protection Officer: The service provider has appointed Mr. Manuel Spataro, Blowfish This email address is being protected from spambots. You need JavaScript enabled to view it. as Data Protection Officer.
13. Register of categories of processing activities:
The service provider declares to keep a written register of all categories of processing activities carried out on behalf of the controller, including
- The name and contact details of the controller on whose behalf he or she acts, of any persons in charge of the processing and, where applicable, of the data protection officer;
- The categories of processing carried out on behalf of the data controller;
- Where applicable, transfers of personal data to a third country or an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the European Data Protection Regulation, documents certifying the existence of appropriate safeguards;
14. Documentation:
The service provider shall make available to the controller the documentation necessary to demonstrate compliance with all its obligations and to allow and assist audits, including inspections, by the controller or another auditor appointed by the controller.
ARTICLE 12. FINANCIAL CONDITIONS
12.1. FEES
In exchange for the Application Services provided, the Customer shall pay a monthly fee as indicated in the special conditions. The fees for the Services are indicated in euros and are net of taxes and duties. Invoices will be sent to the Customer in electronic format. It is expressly agreed between the Parties that the amount of the sums invoiced by the Service Provider will be reviewed annually. The new pricing conditions will be applicable to the Customer only from the renewal of the Contract and will be communicated to the Customer in advance by the Service Provider.
The following services are excluded from the fee and will be billed separately:
- Training services;
- Technical support services;
- On-site deployment services;
- Specific development services;
- And more generally all services that are not part of the SaaS offering.
12.2. PAYMENT TERMS
Regardless of the duration of the commitment, the Services are invoiced annually, at the beginning of the contract period and renewed at that time of year. Invoices are payable by bank transfer via the supplier's website in advance of the provision of the service. For large amounts, invoices can be paid by bank transfer according to any different agreements between the Supplier and the Customer. The amounts due by the Customer may be increased by VAT if applicable.
12.3 FAILURE TO PAY
Without prejudice to any damages, failure by the Customer to pay an invoice on the due date will automatically result in:
- The application of a default interest equal to three times the legal interest rate, without notice from the first day of delay; in addition, the Service Provider will request the payment of a flat fee for collection costs in the amount of forty (40) euros;
- Additional bank and management fees (collection monitoring, reminder letters and telephone charges, representation of direct debit refusals);
- Immediate suspension of Application Services;
- Termination of the Contract by right within 30 days of the Service Provider sending a formal formal warning via certified email which has remained unanswered;
- Immediate payment of the remaining fees of the Contract.
ARTICLE 13. OWNERSHIP
The Customer is and remains the owner of all Data it uses through the Application Services under the Agreement. The Service Provider is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as, more generally, the IT infrastructure (software and hardware) implemented or developed under the Agreement. The Agreement does not grant the Customer any ownership rights over the Solutions. The temporary provision of the Solutions under the Agreement shall not be construed as the transfer of any intellectual property rights to the Customer, pursuant to the Italian Intellectual Property Code. The Customer may not reproduce any part of the Solutions and Application Services, nor the related documentation, by any means, in any form and on any medium. The Customer may not assign, in whole or in part, the rights and obligations arising from the Agreement, whether in the context of a temporary assignment, a sublicense or any other agreement providing for the transfer of such rights and obligations.
ARTICLE 14. EVICTION WARRANTY
The Service Provider declares and guarantees:
- That the Solutions developed by him are original according to the Italian Intellectual Property Code,
- Which holds all intellectual property rights that enable it to enter into the Contract.
Service Provider represents and warrants that the Solutions may not infringe the rights of third parties.
ARTICLE 15. ACCEPTANCE OF RISK AND LIMITATION OF LIABILITY
15.1 ACCEPTANCE OF RISK
The Customer declares that it has analyzed the suitability of the Solution for its needs in the pre-contractual phase, independently or with the help of a qualified person who advises it if necessary. The Customer guarantees that each User has the necessary skills and knowledge and, in general, the commercial skills related to the areas of business management that directly concern it. The Customer undertakes to take all necessary precautions when using the Application Services.
The Customer declares to accept the characteristics, risks and limits of the Internet and acknowledges:
- That the Internet presents risks and imperfections, which lead to temporary drops in technical performance, increased response times when using the Online Solution, or even temporary unavailability of the servers;
- That it is the Customer's responsibility to take all appropriate measures to protect their computer equipment and their local network against threats, whatever their origin, and in particular against viruses or intrusion attempts by third parties.
15.2 LIMITATION OF LIABILITY
Each Party shall be liable for the consequences arising from its own faults, errors or omissions, which cause direct damage to the other Party. Furthermore, in the event of proven fault on the part of the Client, the Service Provider shall only be liable for the economic consequences of direct and foreseeable damages arising from the performance of the Services. Consequently, the Service Provider shall in no event be liable for indirect or unforeseeable losses or damages to the Client or to third parties, including, but not limited to, loss of profit, loss, inaccuracy or corruption of files or data, commercial losses, loss of turnover or profit, loss of goodwill, loss of opportunity, cost of obtaining a substitute product, service or technology, in relation to or arising from the failure or defective performance of the Services. For any proven interruption of the Application Services, the total amount of damages recoverable by the Service Provider shall be expressly limited to the price paid by the Client for each workstation up to a maximum of fifty (50) euros, excluding VAT, for each day of interruption. The number of workstations is defined by the average consumption recorded over the last twelve months. In addition, for each interruption period, a deductible of eight working hours will be applied, based on the functional working hours of the Service Provider. For any other cause of damage, the liability of the Service Provider will not exceed the total amount paid by the Customer for the Application Services under this Agreement for the three (3) months preceding the damage in question. The Service Provider will not be liable for the accidental destruction of Data by the Customer or by third parties who have accessed the Application Services using the Identifiers provided to the Customer. The Service Provider will not be liable for any damage caused by an interruption or reduction of service by the telecommunications operator, the electricity supplier or in the event of force majeure. Neither Party shall be liable for any breach of the obligations under the Contract if such breach arises from: a government decision, including the possible revocation or suspension of authorizations of any kind, a total or partial strike, internal or external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or blocking of telecommunications or electrical networks, an act of computer piracy or, more generally, any other event of force majeure having the characteristics defined by case law. The Party that notes the event must immediately inform the other Party of the impossibility of providing its service.Suspension of obligations or delay shall in no event give rise to liability for failure to fulfill the obligation in question, nor shall it entail the payment of damages or penalties for delay.
ARTICLE 16. TERMINATION
In the event of a breach of contractual obligations by one of the Parties, the Contract may be terminated by operation of law by the other Party after thirty (30) days from the sending of a formal notice sent by certified e-mail and which has remained without effect. The formal notice must indicate the breach or breaches found. In the event of termination, the Customer will cease to use all access codes to the Solutions and Application Services. Reversibility services will be implemented in accordance with the REVERSIBILITY article.
ARTICLE 17. REVERSIBILITY
The purpose of reversibility is to allow the Customer to recover his Data in the best conditions. The Customer must communicate to the Service Provider the implementation of reversibility. In the event of termination of the contractual relationship, whatever the cause, the Service Provider undertakes to return or destroy, at the Customer's discretion, by registered letter with acknowledgement of receipt and within 45 working days from the date of receipt of this request, all Data belonging to the Customer on a standard medium that can be reused in an equivalent environment. The Data will be returned in text format .txt, pdf, jpeg, csv or docx depending on the nature of the Data. The Customer must actively collaborate with the Service Provider to facilitate the recovery of the Data.
ARTICLE 18. NON-SOLICITATION OF PERSONNEL
Each Party waives the right to hire or have hired, directly or through an intermediary, any employee of the other Party, without the prior express agreement of the latter. This waiver is valid for the entire duration of the Contract and for twelve (12) months following its termination.
ARTICLE 19. CONFIDENTIALITY
Each Party undertakes (i) to keep confidential all information received from the other Party, and in particular (ii) not to disclose the other Party's confidential information to third parties, other than to employees or agents who have a need to know; and (iii) to use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the Agreement. Notwithstanding the foregoing, neither Party shall have any obligation with respect to any information that (i) has become or will become public knowledge through no fault of the Receiving Party, (ii) was independently developed by the Receiving Party, (iii) is known to the Receiving Party prior to disclosure by the other Party, (iv) was rightfully received by the other Party or (v) is not known to the Receiving Party, (iv) rightfully received from a third party not subject to an obligation of confidentiality, or (v) is required to be disclosed by law or court order (in which case it will be disclosed only to the extent required and upon written notice to the Providing Party). The Parties' obligations with respect to Confidential Information shall survive the term of the Agreement and for any time after its termination during which such information remains confidential to the Disclosing Party and, in any event, for a period of 3 years after termination of the Agreement. Each Party shall return all copies of documents and media containing the confidential information of the other Party, as soon as the Contract is terminated, regardless of the cause. The Parties also undertake to ensure compliance with these provisions by their personnel and any employee or third party who may intervene in any capacity in the context of the Contract.
ARTICLE 20. MISCELLANEOUS PROVISIONS
20.1 RIGHT TO QUOTE
The Service Provider reserves the right to quote the Client among its references, unless the Client expressly requests otherwise and such request is known on the date of signature of this Agreement. The Client authorizes the Service Provider to use its name in reference publications published in the Service Provider's commercial brochures and to display its logo, which it will provide in the form of a matrix, on the Service Provider's website, but also at trade fairs or any other event whose purpose is the presentation or promotion of the Service Provider's products and services and any other means contributing to the same purpose.
20.2 MUTUAL INDEPENDENCE
The Parties are and will remain independent business partners throughout the execution of the contract.
20.3 NON-TRANSFERABILITY
To the extent that the Service Provider is the sole owner of the rights to the Solutions and Application Services made available to the Customer, the Parties agree that the Customer has a personal, sole, non-transferable and non-exclusive right of use.
20.4 SEVERABILITY OF CLAUSES
The invalidity, lapse, lack of binding force or inapplicability of one or more provisions of the Contract will not entail the invalidity, lapse, lack of binding force or inapplicability of the other provisions, which will retain all their effects. However, the Parties may agree, by mutual agreement, to replace the invalidated provisions.
20.5 APPLICABLE LAW
The Contract is subject to Italian law, with the exclusion of any other legislation.
20.6 ELECTION OF DOMICILE:
For the execution of this agreement and its consequences, the parties choose their respective domiciles.
20.7 DISPUTES - JURISDICTION CLAUSE
All disputes that may arise from this Contract will be under the exclusive jurisdiction of the Commercial Court of MILAN.