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Terms of service

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 that he has 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 the necessary precautions for its use.

ALL THIS COMPLETED, THE FOLLOWING HAS BEEN AGREED AS THE GENERAL CONDITIONS OF SALE DEFINED BELOW AS THE CONTRACT:

ARTICLE 1. DEFINITIONS
The terms that in the Contract begin with a capital letter, whether used in the singular or plural, will have the meaning attributed to them below.

Anomalies mean difficulties in the functioning of the application - repetitive and reproducible - which can be of three types:

- A blocking anomaly means any operating anomaly that makes it impossible to use the application;
- A semi-blocking anomaly means any operating anomaly that allows the application to be used for part of its functionality;
- By minor anomaly we mean any minor functional anomaly that allows full use of the application in all its features, even if this occurs through a workaround procedure;

By specific development we mean the computer program created exclusively for the Customer by the Service Provider;
By documentation we mean paper or electronic documents relating to the use of the software, regardless of their format;
Data means information, publications and, in general, data and information of any type present in the Customer's database, the use of which is the subject of this contract, which can only be consulted by Users;
By Identifiers we mean both the user's own identification ("login") and the connection password ("password");
By Internet we mean the set of interconnected networks 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 applications and availability;
A 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 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;
By Solutions we mean the operational functions listed in the particular conditions of the contract and made available to the Customer as part of the Application Services covered by the contract;
By User we mean 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 an IT system, responsible for its security, its operation, its exploitation or its evolution.

ARTICLE 2. OBJECT
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 to access the Blowfish Servers under the conditions defined below;
- a right to final use of the Solution;
- a set of services defined below, in particular data hosting, maintenance of 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 commitments relating to the subject matter of the Contract.
The Agreement may be modified only by 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 via online payment.
The Customer benefits from a trial period of (1) month before the contract comes into force.
The Customer can 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 expense of the Customer.
If the trial period is not interrupted, the contract will continue until it expires.
If the contract is multi-year, 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 the address This email address is being protected from spambots. You need JavaScript enabled to view it., sent three (3) months before the contract expires.
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 Provider due to incorrect behavior of the Customer, whatever the cause, the remaining fees will become immediately payable 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 guarantees 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 application data and customer data;
All data is subject to a daily backup and a 5-day retention period.

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. Since the Service Provider cannot be held responsible for network line interruptions, it draws the Customer's attention to the importance of the operator's product choice. To access the Solution, the Customer has acknowledged 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 hardware (computer, tablet, smartphone...) with the Application Services and in particular their configuration in accordance with the Supplier's recommendations described below:

- Minimum recommended Input / Output speed: 1Mbit
- 2 Core 2.5 GHz processor or higher
- At least 4 GB 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 can 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 must use this right of access alone. Except during maintenance periods, the Customer can connect at any time, i.e.:

- 24 hours on 24;
- 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 Customer, who acknowledges having received it and undertakes to strictly comply with it.

Access takes place:

- from the Customer's computer, tablet, smartphone;
- from any computer of the Nomadic Customer;
- via the identifiers provided to the Customer.

The service may occasionally be suspended for maintenance interventions necessary for the correct functioning of the Servers. In the event of maintenance, the Service Provider undertakes to inform the administrator via email at least 48 hours before the intervention which involves 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 responsible for any consequences arising from the interruption or suspension of the Solutions for maintenance after this notice period has been complied with.

5.4. USER IDENTIFICATION
The identification of the Customer when accessing the Application Services occurs through:

- An email assigned to each User by the Customer's 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 Customer Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of Customer Data transmitted by Users.

Identifiers are personal and confidential. They can only be modified at the request of the Customer.
The Customer undertakes to do everything possible to keep their 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 safekeeping of the access codes that have been provided to him or that he has created. The Customer shall ensure that no other person not authorized by the Service Provider has access to the Application Services and Solutions. In general, the Customer assumes responsibility for the safety of individual workstations accessing the Solutions.
In the event that the Customer becomes aware that another person is accessing the Solutions, he/she must immediately inform the Service Provider and confirm this by email or use the appropriate service blocking features (valid only for the Blowfish app).
The Customer acknowledges that he has been informed by the Service Provider of the procedure to be followed in the event of loss or theft of one of the identifiers. This procedure can be modified at any time if the Provider deems it necessary.
In the event of a change to the procedure, the Provider will inform the Customer 48 hours in advance via email.
The Provider recommends that the Customer adopt an IT card in order to raise awareness among all staff on this issue. Furthermore, Customer Identifiers allow access to the Solutions within the limit of a single simultaneous connection. Any attempt to use the same Client IDs at the same time from more than one Workstation may result in termination of this Agreement by Service Provider, ipso jure, without notice or prior notification.
The Customer will indemnify the Service Provider from any claim or legal action brought against it by any third party who claims to have suffered damage in connection with a breach of this clause.

ARTICLE 6. QUALITY OF QUESTIONS
The Customer is warned of the technical risks inherent in the Internet and the access interruptions that may result.
Consequently, the Service Provider cannot be held responsible for any unavailability or slowdowns 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 interventions necessary for the correct 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 of the interruption as soon as possible and can organize himself sufficiently in advance to avoid any interruption of the own business:

- Minor anomaly (operational anomaly that allows full use of the application, with workaround procedure)
◦ Time to take into consideration: as soon as possible
◦ Time to correct: on version V+1

- Semi-blocking anomaly (operational anomaly that allows the applications to be used for part of its functionality)
◦ Time taken into consideration: 1 working day
◦ Correction time: 10 working days

- Blocking anomaly (operational anomaly 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, Application Service and Specific Development for the term of the Agreement. The Customer may use the Application Services and Solutions only in accordance with its needs and the relevant documentation. In particular, the license for the Solutions and the Application Service is granted for the sole purpose of allowing the Customer to use the Application Services, to the exclusion of any other purpose. The Customer is informed that this right of use is subject to the monthly or annual payment of the fee according to the terms and conditions established in the Contract. The 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 communications 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 included, 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 the correction.

(a) In the event of a blocking fault, the report will be taken into consideration 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 case of a semi-blocking anomaly, the report is taken into consideration within 1 working day. The Service Provider undertakes to correct the fault and propose an alternative solution that allows the use of the affected functions within 5 working days.
(c) In the event of a minor fault, the report will be taken into consideration as soon as possible and the correction of the minor fault will be proposed in a new version of the Service which will be delivered as part of the evolutionary maintenance.

To allow the Service Provider to fulfill its assistance and maintenance obligations, the Customer undertakes to:

- Designate a qualified contact person capable of defining, centralizing Users' questions and precisely submitting the problems encountered to the Service Provider;
- Maintain sufficiently qualified and trained Users throughout the execution of this Agreement. The parties agree that the assistance must be timely and must not lead to a training service. Service Provider reserves the right to bill 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:

• Refusal of the Customer to collaborate 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 that does not comply with their intended use or their documentation;

• Unauthorized modification of the Solutions by Customer or third parties;

• Failure by the Customer to fulfill its obligations under 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 communications networks;

• Deliberate act of degradation, fraud, sabotage;

• Damage due to force majeure or improper use of the Application Services.

8.2 EVOLUTIONARY MAINTENANCE
The Customer benefits from the updates and functional developments of the Application Services. If the Customer has opted for Specific Developments of Application Services, updates and functional evolutions will give rise to additional specific billing. The Service Provider undertakes to provide updated documentation for new versions of the Solutions. Corrections and updates to the Application Services are expressly subject to the Agreement. Interventions relating to this service may make the service temporarily unavailable. They are carried out periodically after a 48-hour notice period.

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, writing via the appropriate Supplier 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 declarations of intervention in the context of technical assistance and corrective maintenance of the Application Services highlight recurring problems of use by the Customer, as distinguished from anomalies.

Training services ordered but not performed will be invoiced 3 months after the contract signing date. 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. As part 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 starting from 25 May 2018 (hereinafter, "European Data Protection Regulation").

11.2. DESCRIPTION OF PROCESSING OPERATIONS SUBJECT TO OUTSOURCING
The supplier is authorized to process on behalf of the data controller the personal data necessary for the following services:

• Hosting of entered data

• Maintenance of the applications used

• Backup of data entered into applications

• Interventions on your databases

All data is hosted in one of the data centers used by Blowfish in the continents and countries indicated on the Supplier'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 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 Contents. Accordingly, the Service Provider will not be responsible for the failure of the Data and/or Content to comply with laws and regulations, public order or the needs of the Customer. The Customer must indemnify the Service Provider, upon first request, from any damage that may arise from the liability of third parties for the violation of this guarantee. More generally, the Customer is solely responsible for the contents and messages transmitted and/or uploaded via the Application Services. The Customer remains the sole owner of the data that constitutes the content of the Solutions.

11.4. OBLIGATIONS OF THE SERVICE PROVIDER TOWARDS THE CONTROLLER
The supplier undertakes to:

1. Process the data only for the sole purpose or purposes for which it was outsourced;

2. Process the data according to the instructions given by the data 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 data controller;

3. Guarantee the confidentiality of personal data processed pursuant to this contract;

4. Ensure that persons authorized to process personal data under this contract:

- Are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality
- Receive the necessary training on personal data protection

5. Take into account, with respect 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 compliance with the GDPR of its subcontractors and in particular the hosting company.
If the subprocessor fails to fulfill its data protection obligations, the originating provider remains fully liable to the controller for the fulfillment of the other subprocessor's obligations.

7. Right to information of interested parties: it is the responsibility of the data controller to provide information to interested parties 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, cancellation and opposition, right to limitation 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 data controller of any personal data breach within a maximum of 48 hours of becoming aware of it and by any appropriate means. This notification will be accompanied by all relevant documentation to enable the controller, if necessary, to notify the relevant supervisory authority of the breach.

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 computing systems and services;

• The means to restore the availability of and access to personal data within an appropriate time frame in the event of a physical or technical incident;

• A procedure to regularly test, analyze and evaluate the effectiveness of technical and organizational measures to ensure the safety of processing

11. Destination of the data:
Upon completion of the services provided in relation to the processing of such data, the service provider undertakes, upon request of the data controller, to return all personal data to the latter. The return will be accompanied by the destruction of all existing copies in the service provider's information systems. Once destroyed, the service provider will have to justify the destruction in writing. Without a request from the data controller, the data will be stored 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 data controller, including

• The name and contact details of the data controller on whose behalf he is acting, any data processors and, if applicable, 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 to an international organisation, including the identification of the third country or international organisation, and, in the case of transfers referred to in the second subparagraph of Article 49(1) of European data protection regulation, documents certifying the existence of adequate guarantees;

14. Documentation:
The service provider shall make available to the controller the necessary documentation to demonstrate compliance with all its obligations and to enable and assist audits, including inspections, by the controller or another auditor appointed by the data controller.

ARTICLE 12. FINANCIAL CONDITIONS
12.1. TAXES
In exchange for the Application Services provided, the Customer will have to 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 tariff conditions will be applicable to the Customer only starting 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 invoiced separately:

• Training services;

• Technical assistance services;

• on-site deployment services;

• Specific development services;

• And more generally all the services that are not part of the SaaS offer.

12.2. PAYMENT TERMS
Notwithstanding the duration of the commitment, the Services are billed annually, at the beginning of the contract period and renewed at that time of the year. Invoices are payable by current account via the supplier's website in advance of providing 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 owed by the Customer may be increased by VAT if applicable.

12.3 NON-PAYMENT
Without prejudice to any damages, failure to pay an invoice on the due date by the Customer will automatically result in:

• The application of late payment interest equal to three times the legal interest rate, without notice starting from the first day of delay; furthermore, the Service Provider will require the payment of a flat fee for collection costs in the amount of forty (40) euros;

• Additional banking and management fees (collection monitoring, reminder letters and telephone charges, representation of direct debit refusals);

• Immediate suspension of Application Services;

• Legal termination of the Contract within 30 days of the Service Provider sending a formal warning via certified e-mail which remained without outcome;

• Immediate payment of the remaining amounts of the Contract.

ARTICLE 13. OWNERSHIP
The Customer is and remains the owner of all Data that it uses through the Application Services pursuant to 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 within of the Contract. The Agreement does not give the Customer any ownership rights in the Solutions. The temporary provision of the Solutions under the Contract 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 Application Solutions and 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, its rights and obligations under the Contract, whether in the context of a temporary assignment, a sublicense or any other contract providing for the transfer of such rights and obligations.

ARTICLE 14. EVICTION GUARANTEE
The Service Provider declares and guarantees:

• That the Solutions developed by him are original pursuant to the Italian Intellectual Property Code,

• Who owns all intellectual property rights that enable it to enter into the Contract.

The Service Provider represents and warrants that the Solutions may not infringe the rights of third parties.

ARTICLE 15. ACCEPTANCE OF THE RISK AND LIMITATION OF LIABILITY
15.1 ACCEPTANCE OF THE RISK
The Customer declares to have analyzed the suitability of the Solution for his needs in the pre-contractual phase, independently or with the help of a qualified person who will advise him if necessary. The Customer guarantees that each User possesses the necessary skills and knowledge and, in general, the commercial skills relating to the business management areas that directly concern him. The Customer agrees to take all necessary precautions when using the Application Services.

The Customer declares to accept the characteristics, risks and limitations of the Internet and recognizes:

• That the Internet presents risks and imperfections, which lead to temporary drops in technical performance, an increase in response times when using the Online Solution, or even a temporary unavailability of the servers;

• That it is the Customer's responsibility to take all appropriate measures to protect their IT 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 of the Parties will be responsible for the consequences resulting from their 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 Customer, the Service Provider will only be liable for the economic consequences of direct and foreseeable damages resulting from the performance of the Services. Accordingly, the Service Provider will in no event be liable for indirect or unforeseeable loss or damage to the Customer or any third party, including, but not limited to, loss of profit, loss, inaccuracy or corruption of files or data, commercial losses , loss of revenue or profit, loss of goodwill, loss of opportunity, cost of obtaining a substitute product, service or technology, in connection with 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 from the Service Provider will be expressly limited to the price paid by the Customer for each workstation up to a maximum of fifty (50) euros, excluding VAT, for each day of break. The number of workstations is defined by the average consumption recorded in the last twelve months. Additionally, a deductible of eight working hours will apply for each interruption period, based on the functional working hours of the Service Provider. For any other cause of damage, Service Provider's liability will not exceed the total amount paid by Customer for Application Services under this Agreement for the three (3) months preceding the damage in question. The Service Provider will not be responsible for accidental destruction of Data by the Customer or third parties who have accessed the Application Services using the Identifiers provided to the Customer. The Service Provider will not be responsible for any damage caused by an interruption or reduction of service by the telecommunications operator, the electricity supplier or in case of force majeure. Neither Party will be liable for any breach of the obligations under the Contract if such breach arises from: a governmental decision, including any 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 block of telecommunications or electricity networks, an act of computer piracy or, more generally, any other event of force majeure having the characteristics defined by jurisprudence . The Party that notices the event must immediately inform the other Party of the impossibility of providing its service. Suspension of obligations or delay will in no case be a cause of liability for failure to fulfill the obligation in question, nor will it result in the payment of damages or penalties for the delay.

ARTICLE 16. TERMINATION
In case of violation of contractual obligations by one of the Parties, the Contract may be terminated by right by the other Party after thirty (30) days from the sending of a letter of formal notice sent via certified e-mail and remained without effect. The formal notice must indicate the non-compliance or non-compliances found. Upon termination, Customer will cease to use all access codes to the Application Solutions and 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 Client must notify the Service Provider of 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 choice, by registered letter with return 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 renounces 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 need to know them; and (iii) to use the other Party's confidential information only for the purpose of exercising its rights and performing its obligations under the Agreement. Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) has entered or will become public knowledge through no fault of the Receiving Party, (ii) was independently developed by the Receiving Party, (iii) is known to Receiving Party prior to disclosure by the other Party, (iv) was lawfully received by the other Party or (v) is not known to the Receiving Party, (iv) lawfully received from a third party not subject to an obligation of confidentiality, or (v) 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 obligations of the Parties regarding Confidential Information remain for the entire duration of the Contract and for all the time following its termination in which the information in question remains confidential to the Party that disclosed it and, in any case, for a period of 3 years from termination of the Contract. Each Party shall return all copies of documents and media containing the other Party's confidential information as soon as the Agreement terminates, regardless of the cause. The Parties also undertake to guarantee compliance with these provisions by their staff and by any employee or third party who may intervene in any capacity within the scope of the Contract.

ARTICLE 20. MISCELLANEOUS PROVISIONS
20.1 RIGHT TO CITATION
The Service Provider reserves the right to cite the Client among its references, unless the Client expressly requests otherwise and such request is known at the date of signature of this Agreement. The Client authorizes the Service Provider to use his name in reference publications published in the Service Provider's commercial brochures and to display his logo, which he will provide in the form of a matrix, on the Service Provider's website, but also on the occasion of 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 that contribute to the same purpose.

20.2 MUTUAL INDEPENDENCE
The Parties are and will remain independent commercial 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, unique, non-transferable and non-exclusive right of use .

20.4 SEVERABILITY OF THE CLAUSES
The invalidity, forfeiture, lack of binding force or inapplicability of one or more provisions of the Contract will not lead to the invalidity, forfeiture, lack of binding force or inapplicability of the other provisions, which they 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, to 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 fall under the exclusive jurisdiction of the Commercial Court of MILAN.