Open2b Cloud Service Terms and Conditions

Please read the following terms and conditions carefully. Your purchase and use of our services constitutes implicit acceptance of these terms and conditions.

Parties to the agreement

This service agreement is entered into between Open2b Software snc, with registered office in Ponsacco, Via di Gello 110/C, 56038 (PI), VAT no. 01627320508, hereinafter referred to as "Open2b", and the Customer, as subscriber of the Terms and Conditions, hereinafter referred to as "Customer". Both current contracting parties may hereinafter also be collectively referred to as the "parties".

Definitions

• "Software" refers to the computer program "Open2b Commerce Ready".
• "Open2b" refers to Open2b Software Snc, the producer and licensor of the Software.
• "User" refers to the natural or legal person entering into this agreement.
• "Internet Domain" is a symbolic name assigned by a valid Internet Naming Authority.
• "License" means this license for use.
• "Space": portion of memory on Open2b Software's server made available to the Customer.
• "FTP" (File Transfer Protocol): a communication protocol that allows the Customer to operate on the space by inserting one or more files, information, texts, data, news, signs, images, sounds and any other data that can be inserted into the space, given the state of the art.
• "Service": the set of activities covered by this agreement.
• "Agreement": each agreement concerning the provision of the service according to the terms and definitions set out in these Terms and Conditions.
• "User ID and Password": personal and confidential alphanumeric codes identifying the Customer, generated by Open2b and provided to the Customer, used by the Customer to enter information and/or for the correct use of the service.
• "Server": a computer connected to the Network that hosts websites, the related resources and services, information and application programs accessible via the Internet.

Governing law

This agreement is subject to Italian law (no. 633 of 22/04/1941 and subsequent amendments) and to international treaties.

Art. 1 Service description

The service provided by Open2b consists of granting temporary availability of the Software according to the features indicated at the time of acceptance of the Terms and Conditions, in return for the agreed consideration. The Software will be hosted on an internet server for data management, accessible via the Internet telecommunications network and through computers connected to it. The User has the right to use the Software to create an e-commerce store accessible from a single Internet Domain.

Art. 2 Acceptance, duration, unilateral withdrawal, refusal to activate the service

• 2.1 The agreement shall be effective and binding as soon as Open2b activates the service, in the prescribed ways and forms. The above constitutes acceptance of the agreement, without prejudice to cases of refusal by Open2b as specified in point 2.4 below.
• 2.2 This agreement will be automatically renewed and will run, following payment, from the time of activation of the services by Open2b for one month or one year depending on the payment plan chosen at the time of activation or following subsequent changes. Services are provided by Open2b to the Customer against advance payment of the service, according to the price list in force at the time of acceptance of the agreement.
• 2.3 The Customer may withdraw from this agreement at any time by registered letter with return receipt sent to Open2b Software, Via di Gello 110/C, 56038 Ponsacco (PI), or, in the event of changes to Open2b's operating and/or legal offices, to the addresses communicated via email or on the institutional website. Open2b will deactivate the service within 30 days of receipt, unless otherwise indicated by the Customer, without any claim by the Customer. If the Customer withdraws from this agreement before its expiration, the economic consideration for the unused period will be retained by Open2b to cover the costs of early deactivation of the service.
• 2.4 Open2b, at its sole discretion, may refuse to accept and activate the services if the Customer has previously defaulted, is listed in the register of protests or subject to enforcement procedures, has filed for or is subject to insolvency proceedings in its capacity as business owner or legal representative of a company, for technical or organizational reasons, or for any other reason for which Open2b deems it inappropriate to conclude the agreement. Such refusal will be communicated by email to the Customer's email address indicated in the subscription form. Any advance payment will be refunded within 30 days and in any case after accounting verification by Open2b.

Art. 3 Service features and functionality

• 3.1 The service will normally be available 24 hours a day, every day of the year, except for ordinary or extraordinary maintenance that may require service suspension. In this case, Open2b will keep maintenance periods as short as possible.
• 3.2 Technical support to the Customer is provided by Open2b during office hours according to the methods indicated on the website www.open2b.com. Interventions performed by Open2b caused by or related to anomalies directly attributable to the Customer's lack of skill, negligence or imprudence are excluded from the agreement.
• 3.3 The Customer acknowledges and accepts that the entry of information into the space and its consequent dissemination, through Open2b, on the Internet are carried out exclusively at the Customer's own risk, with no guarantee by Open2b that this procedure fulfills any specific function and/or result and/or purpose. Open2b and the Customer acknowledge that the Internet is neither owned nor controlled by either party and that due to the structure of the Internet no public or private entity can control and guarantee the performance and functionality of network branches. Therefore Open2b does not guarantee that any user will be able to access its sites at any given time. Open2b nevertheless undertakes to make every effort to ensure that the services provided by its servers are of excellent quality and continuously available, and to improve their reliability, speed and continuity.
• 3.4 Open2b reserves the right, at its sole discretion, to modify the functionality of its system as well as to modify its structure. Open2b shall not be held liable for any damage, direct or indirect, arising from the activation and/or interruption of the service and any additional services.
• 3.5 The provisions of this article shall remain valid and effective even after the end of the term of this agreement, due to expiration, termination or withdrawal.
• 3.6 The Parties expressly waive any challenge to the validity of this agreement based solely on the fact that it was entered into by electronic transmission of the offer, acceptance and approval of the clauses under Articles 1341 and 1342 of the Civil Code, in the Terms and Conditions and on the website www.open2b.com.
• 3.7 The Customer explicitly acknowledges that the electronic records of the Open2b system constitute full and incontrovertible evidence of the facts and acts relating to the entry of information into the space. Such records may be produced only at the request of the competent Authority by law.
• 3.8 The parties agree that, in the event of a dispute, the data contained in the electronic records of the Open2b system and related, under any profile, to this agreement, shall be admissible in judicial proceedings and shall constitute, unless proven otherwise, proof of the facts contained therein.

Art. 4 Confidentiality of user ID and passwords

If Open2b provides a password to access its systems, it is strictly personal and reserved for the Customer's use, who must immediately notify Open2b of any theft, loss or breach of confidentiality of the password, being in this case directly responsible for any damage, economic or otherwise, that may result to Open2b.

Art. 5 Obligations, prohibitions and liability of the Customer

• 5.1 Open2b is not responsible for the content of information published by the Customer on the Internet and is in no way liable for damages caused directly or indirectly by the services provided. The Customer agrees to hold Open2b harmless from any liability in the event of complaints, legal actions, governmental or administrative actions, losses or damages (including legal fees and costs) arising from the illegal use of the services by the Customer or one or more of its third-party customers.
• 5.2 It is strictly forbidden for the Customer to use Open2b's services for illegal purposes, to send unsolicited advertising ("spamming" or "spam") to discussion groups ("newsgroups") and/or to user addresses that have no relationship with the sender. It is also prohibited to publish: pornographic, obscene, erotic or pro-pedophilia material; offensive material or material contrary to morality and good customs; material contrary to public order; material that infringes third-party rights; copyrighted material (books and/or publications or parts thereof or anything else); illegally held material (pirated software, unauthorized copies, etc.); materials or applications that use an excessive amount of CPU resources; information or databases that conflict with current regulations.
• 5.3 If, even following reports from third parties, Open2b verifies the content published by the Customer and considers that part of the published material is contrary to the provisions of this article or the Agreement in general, at Open2b's sole discretion it may decide to suspend services, even without notice.
• 5.4 If the Customer does not comply with the terms above, Open2b will terminate the services without notice and without any amount being due by Open2b for any unused period. Civil and criminal liability for information published through the service offered by Open2b remains with the Customer. The Customer uses the services made available by Open2b assuming full responsibility for its actions.
• 5.5 If the Customer resells or transfers the service to its third-party customers in any way, it must exercise the utmost care to ensure that its third-party customers do not use the service illegally, violating the laws of the Italian Republic and the laws in force in the locations where the Customer and its third-party customers reside. The Customer also agrees and undertakes to include, in agreements with its third-party customers, a section similar to this point 5 regarding the obligations, prohibitions and liability of the customer using the service.
• 5.6 The Customer undertakes to indemnify and hold Open2b harmless from all losses, damages, liabilities, costs, charges and expenses, including any legal costs, incurred by Open2b as a consequence of any breach by the Customer of the obligations and warranties provided for in this Agreement, including in the event of damages claimed by third parties for any reason.
• 5.7 The Software, manuals and all documentation are protected by copyright. The user is responsible for any copyright infringement caused or encouraged by failure to observe the terms of this license.
• 5.8 It is forbidden to modify, adapt, translate, rent, lease, lend or create derivative products based on the Software or parts thereof unless otherwise provided by law.
• 5.9 It is forbidden to transfer or assign to third parties the rights granted by this agreement without the prior written consent of Open2b.
• 5.10 All other conditions, warranties and statements (express, provided by law or otherwise) relating to performance, quality or fitness for use of the Software are excluded from this agreement. Any liability for damage of any kind, loss of data or lost profits resulting from the use of the Software is excluded.

Art. 6 Limitation of Open2b liability

Open2b shall not be responsible for malfunction and/or interruption in the provision of services caused by liability of telephone, electrical and worldwide and national networks, such as failures, overloads, interruptions, etc. It shall not be responsible for defaults or tampering, voluntary or involuntary, by third parties that impair the functioning of the services made available to the Customer. It shall not be responsible for failure to perform its obligations resulting from causes outside its reasonably foreseeable control and/or force majeure. No damages may be claimed from Open2b for direct and/or indirect damages caused by the use or non-use of the services. Furthermore, due to the specific structure of the Internet, in which many entities are involved, no guarantee can be given as to constant availability of the service. In this sense the Customer agrees not to hold Open2b liable in the event of damages of any kind resulting from loss of data, inability to access the Internet, inability to transmit or receive information, caused by, or resulting from, delays, cancelled transmissions or service interruptions. The Customer undertakes to indemnify Open2b from all losses, damages, liabilities, costs, charges and expenses including any legal fees suffered or incurred by Open2b as a consequence of any breach of the obligations assumed and warranties given by the Customer upon signing this agreement and in any case connected to the entry of information into the space provided by Open2b, including in the event of damages claimed by third parties for any reason.

To the maximum extent permitted by applicable law, in no event shall Open2b or its suppliers be liable for any special, incidental, indirect or consequential damages (including, without limitation, damages for loss of profit or revenue, business interruption, loss of information or other economic losses) arising out of the use or inability to use the Software or the provision or failure to provide Technical Support Service, even if Open2b has been advised of the possibility of such damages. The total liability of Open2b arising from the provisions of this Agreement shall in any case not exceed the sum of five Euro (Euro 5).

Open2b does not provide any type of warranty for the Software. THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE THAT EXCLUDE THE INFRINGEMENT OF THIRD-PARTY RIGHTS. THE ENTIRE RISK ARISING FROM THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH THE USER.

Art. 7 Equipment and computer programs

The Customer is responsible for and must independently provide all telephone, data transmission, processing equipment and programs necessary to access Open2b's service. Open2b does not guarantee in any way that the equipment and programs (hardware and software) used by the Customer are compatible with the service offered by Open2b. Such verification is the Customer's responsibility.

Art. 8 Fees, invoicing and payments

The fees due to Open2b under this agreement shall be paid in advance by the Customer in the manner established. Invoices will be issued monthly, bimonthly or with other periodicity and payment must be made by the Customer in the manner and within the time limits provided in the invoices themselves.

Invoices shall be deemed validly delivered even if sent by fax or email; for this purpose the "delivery report" issued by the forwarding system used shall be valid.

Art. 9 Changes to contract conditions

Open2b reserves the right to unilaterally change at any time the conditions indicated in this agreement, with particular reference to the applicable fees, by communicating it via email and/or notice on the Open2b website. Such changes shall take effect immediately. In any case the Customer's right to withdraw, by registered letter with return receipt, within 30 days from the date Open2b makes new price lists available on its website and/or communicates the change via email, is reserved. Continued use of the service covered by the agreement by the Customer and its third-party customers will constitute tacit acceptance.

Art. 10 Taxes

Any tax burden arising from the execution of the agreement, including any taxes for advertising activities, is borne by the Customer.

Art. 11 Termination clause

Open2b reserves the right to declare the agreement terminated and to immediately suspend the service, pursuant to and for the purposes of article 1456 of the Civil Code, by simple written notice sent by fax, email or registered letter with return receipt in cases of non-fulfillment of the obligations contained in these Terms and Conditions. In any case, Open2b's rights to the payment of any sum due by the user for the services used, in addition to compensation for greater damage suffered and any interest on arrears accrued, remain unaffected.

Art. 12 Processing of personal data, Regulation (EU) 2016/679

This agreement is subject to the provisions of the addendum Data Processing Addendum.

Art. 13 Disputes and jurisdiction

For any dispute arising from or related to the application of this agreement, the Court of Pisa shall have exclusive jurisdiction.

Art. 14 Confidentiality obligation

In addition to the obligations arising from this agreement, the Customer shall not disclose, nor allow any of its associates, related parties or customers to disclose, at any time during or after the term of this agreement, any information relating to the property, interests or know-how acquired by Open2b that becomes known during the period in which this agreement is effective.

Art. 15 Communications between the parties

All communications between the parties provided for in this agreement must take place in the manner and form indicated from time to time in the Agreement. The addresses, unless subsequently modified, are as follows:

Open2b:

Registered mail: Via di Gello 110/C, 56038 Ponsacco (PI)

Fax: 050-61431191

Email: info@open2b.com; assistenza@open2b.com

Customer Service: +39 0587 696200

Website: www.open2b.com