Art. 1 - Object

Wenda S.r.l. (hereinafter Wenda) undertakes to grant the purchaser (hereinafter Customer) indicated in the "ORDER FORM" or "OFFER TO THE OAC CUSTOMER" (hereinafter "Contract" or "Order Form") the use, temporarily and remotely via the Internet, of the Application Software and/or related Services (hereinafter "Services" or "Programs") indicated on the Contract or ordered also separately with reference to said Contract. It should be noted that the web-based software are applications produced by Wenda s.r.l. and marketed by the same, accessible via the Internet in SaaS (Software as a Service) mode and that the object of the Contract, specifically indicated on the Order Form, is therefore generally carried out through:

- The availability of space on proprietary or authorized and certified third-party technology infrastructure, at its own locations and/or at third-party locations, (all referred to as "hosting");

- The provision of access credentials for the use of the application software, indicated in the Contract, licensed for use via web with SAAS ("Software as a Service") mode;

- The routine maintenance of the software and services indicated in the Contract. Where provided contractually or in the purchase order and where requested by the customer the Services may include (non-exhaustive list) :

• Initial customization
• Training and in-depth courses
• Web or telephone support
• Etc.

Article 2 - Acceptance of the conditions of the provision of the Service

By signing the Contract or sending the purchase order, the Customer fully accepts all the conditions set forth therein as well as, as specified on the Contract itself, these "GENERAL CONDITIONS OF USE OF SAAS SERVICES". Unless expressly provided otherwise, the introduction of any change to the Service that makes it differently usable from its current form, as well as the release of new services, will be subject to, and therefore governed by, the General Conditions.

Article 3 - Arrangements to be made by the Customer and limitations of Wenda's liability

The Customer agrees at its own expense and care to the preparation, purchase, activation and installation of everything necessary for the purpose of carrying out the telematics service provided by Wenda. For example, but not limited to, suitable terminal equipment (personal computer, smartphone, tablet), telephone lines, telephone equipment and modem and/or router equipment, Internet access programs, subscriptions, devices, etc. It is understood and agreed between the parties that under no circumstances does Wenda guarantee that the equipment and everything as set forth above and used by the Customer is suitable for and achieves the purposes of the service offered by Wenda.

Article 4 - Modalities of Access to the Services - Obligations and Responsibilities

The Services are intended to be provided exclusively upon the issuance of the access permission and provision of the relevant Username and Password provided by Wenda. 

The Customer accesses the Service by using the URLs and the Username and Password received in the manner specified by Wenda. the Customer assumes all burdens and responsibilities regarding the use of the Service and the data entered on the archives. The Customer is obliged to keep the Password and User ID confidential, which remain strictly personal, non-transferable and used only to access the purchased services. The Customer guarantees to put in place all security measures necessary to prevent any undue access to the service by unauthorized third parties to the same, remaining solely and exclusively responsible for any occurrence, theft, loss of the username and password and consequent loss of the secrecy of the codes themselves, holding Wenda relieved and indemnified from any fact. The Customer assumes all burden and responsibility in case of sharing of username and password to third parties.

Article 5 -Manner of use of the Services - Obligations and responsibilities

Remote access and use of the software will be allowed to the Customer by means of telematic connection after an authentication procedure at the web address indicated by Wenda. Wenda shall have the right to change the manner of access and use of the Service also due to changes in telematic technologies as well as due to changes in the technical characteristics of the application and basic software (operating systems and technological infrastructure).

The Customer warrants the use of the Services in accordance with the rules of law and regulations in force; by way of example, regulations on labor, tax, privacy, security. Therefore, no liability and/or exception may be raised by the Customer against Wenda for any damages and/or events that may arise in the course of the present provision of the contracted services, and that arise, directly and/or indirectly, and/or otherwise connected with the violations and/or simple non-compliance with the contractual and legal obligations and conditions placed on the Customer and/or otherwise objectively not dependent on Wenda itself. Wenda guarantees to the Customer: Server space and processing power adequate for the execution of the activity and the saving (back-up) of data.

Art. 6 - Mode of delivery and availability of the Services

The services usable with direct connection via the Internet will be available every day of the week and at any hour, except for times when technical operations must be performed on programs or data, such as maintenance procedures, updating or saving. 

Wenda, subject to any notice to be sent to the Customer by electronic mail, reserves the right to suspend the Service in order to carry out maintenance, undertaking to restore the Service within the next working hours, except in cases of force majeure or otherwise causes not attributable to it.

In any case, Wenda shall not be held liable for service interruptions beyond its control such as, but not limited to, the malfunctioning of telephone networks, electricity networks, providers, internet network operators, international APP store operators.

In no event shall Wenda be held responsible for delays and/or violations due to causes beyond its control and/or descending from obligations arising from the law, regulations, orders, administrative provisions emanating from any civil and/or military authority, state and/or local government agency, acts or omissions of the other party (and so by way of example but not limited to: fires, floods, earthquakes, strikes, embargoes, wars, sabotage).

Article 7 - Support Services.

Wenda, against the fees indicated in the Order, undertakes to provide the Customer with the relevant support services (hereinafter also "SdA") under the conditions listed below.

The support services relate to the services/products listed on the Contract, a priori excluding assistance related to other software installed on the Customer's computer or hardware issues (not provided by Wenda).

Art. 8 - Guarantees and responsibilities on the adequacy of the services

The Customer declares that he/she has fully read and understood the Services and the terms of the contract and that he/she is solely responsible for verifying the adequacy and suitability of the services provided by Wenda with respect to his/her specific needs and intended use.

The use through the web of the Services, is allowed in the state in which it is, without any guarantee that the functions contained and described in the specifications will meet the legal requirements or the needs of the Customer or will work in all hardware, software and management/business combinations that may be chosen for use by the Customer, who, prior to the conclusion of this contract, has fully checked and evaluated, under his personal responsibility, the satisfaction of his needs.

Art. 9 - Intellectual property rights 

The Customer undertakes not to allow third party outsiders either occasional use or reproduction in any form. Therefore, it is expressly forbidden for the Customer to exhibit the Programs to third parties and allow their use, whether free of charge or for consideration. The Customer, undertakes not to assign, lend, exhibit or describe to third parties the technical and functional characteristics of the Programs as well as any material, support or information related thereto. The Programs are made available exclusively in executable format and cannot be modified, much less coded or decompiled. For the sole purpose of the use of the Service, Wenda therefore grants the Customer a temporary, non-transferable and non-exclusive license to use the Software, it being understood in any case that the Customer may not (nor allow any third party to) copy, modify, make software derived from or in any way attempt to discover any source code, sell, assign, sublicense, confer or transfer any right in the Software to any third party unless expressly authorized. Customer further agrees not to access the Service through any interface other than one provided or authorized by Wenda.

Article 10 - Fees

The fees for each type of service governed by these contractual conditions are indicated on the offer and/or order form. In particular, the Services are rendered by Wenda for consideration against payment of a fixed periodic amount (e.g., annual fee) to be paid generally by means of payment of an annual installment and/or, where indicated, a fixed "one-time" amount. The periodic fee runs from the Service Activation Date. 

In the event of late or non-payment of the fee, according to the terms agreed between the parties, Wenda shall have the right to suspend access to the service to the Customer and/or withdraw from the contract.

Art. 11 - Duration and withdrawal

The Contract will have the duration provided at the time of acceptance in the order form and will be tacitly renewed for the same duration defined in the order form. The contract may be terminated by either party by sending a PEC at least 180 (one hundred and eighty) days before the expiration of the next annual fee. The withdrawal from the contract will correspond to a penalty of 50% of the remaining fees to be paid in the contract. Failure to renew will result in the automated deactivation of the software features, with simultaneous blocking of access credentials.

Article 12 - Privacy Policy

Along with these general conditions, the privacy terms and conditions available at http://www.wenda-it.com are also deemed accepted.

Art. 13 - Applicable law and place of jurisdiction

These General Conditions and the relationship between Wenda and the Customer are governed by the law of the Italian Republic. For any dispute inherent to, arising from or in any way connected with these General Conditions or the use of the Service, the Court of Bologna shall have jurisdiction.

Article 14 - Miscellaneous

These General Conditions constitute, together with the Order Form, the sole and exclusive agreement between the Customer and Wenda. Other contracts or regulations do not invalidate the provisions of these General Conditions that are not otherwise provided for or regulated.

Should one or more of the provisions of these General Terms and Conditions be declared invalid by the court having jurisdiction, the parties agree that the court shall in any event seek to uphold the effectiveness of the agreements between the parties as specified in this agreement, and the other General Terms and Conditions shall remain in full force and effect for all purposes.

Article 15 - Commercial Reference

The Customer authorizes Wenda to freely mention the Customer's name and to use and/or reproduce the Customer's logo and/or trademarks as a commercial reference in business documents and press announcements in any form, in any medium and on documents used and/or prepared by Wenda within the scope of the Contract.

Article 16 - Final Provisions

For anything not expressly provided for in this contract, the relevant regulations in force shall apply.