License agreement for the use of the BookingFor® platform
This Agreement (as defined below for the sake of brevity the “Agreement”) is stipulated in Italy between IPERTRADE SRL, (hereinafter “Ipertrade”), CF and VAT number 03454680285, with registered office in Via del Progresso 30, 35127 Padova ( PD), in the person of the legal representative pro tempore and the Customer (jointly the “Parties”), identified with the data provided by filling in the appropriate personal data sheet, who through his Legal Representative or in any case an authorized attorney to stipulate of this Agreement in the name and on behalf of the person it represents, adheres to this Agreement (hereinafter, the “Customer”)
- Ipertrade is a company specialized in the digital marketing and digital communication sector;
- Ipertrade has developed and designed an online digital platform accessible via the Internet in “Software As A Service” mode (BookingFor® Platform) which allows the user to manage merchants, resources, related bookings of tourist products and online communications in general through the use of different messaging channels (web, Email, Sms, Social);
- The BookingFor® Platform is a tool reserved for professional users and the Customer undertakes to use it exclusively in relation to their professional activity and in any case for needs related to it.
In considerazione delle premesse sopra indicate le Parti convengono e stipulano il seguente Contratto di licenza d’uso non esclusiva per la Piattaforma BookingFor®.
Section 1. Definitions.
In relation to this Agreement, the meanings to be attributed to recurring terms and expressions are indicated below:
ACTIVATION DATE: the date communicated by Ipertrade to the Customer upon activation of the console following a remote online order (Ecommerce), via an Internet connection;
INTELLECTUAL PROPERTY: The expression “Intellectual Property” identifies any intellectual property right regulated, from time to time, by the laws on patents, on the protection of semiconductor chips, on copyright, on industrial secrecy, on trademarks and on any other property right. registered and unregistered intellectual property, as well as any applications, renewals, extensions, re-introductions and restorations, currently in force or enforceable in the future, worldwide.
CONSOLE: isay the web management panel of BookingFor services;
SUPPLIER: IPERTRADE SRL
USER: those who use BookingFor services
ACCOUNT: is a combination of email and password used by a user to access BookingFor services and their profile
ADMINISTRATOR ACCOUNT:is the CUSTOMER’S ACCOUNT. This account manages all its subscriptions and related merchants, displays BookingFor billing, manages payments, creates CEO ACCOUNT
CHIEF EXECUTIVE OFFICER ACCOUNT: manages one or more subscriptions to which it is enabled by the ADMIN ACCOUNT and cannot create CHIEF EXECUTIVE ACCOUNT
MULTIMERCHANT: we mean the trade associations, tour operators and more generally all those figures who manage more than one MERCHANT.
MULTIMERCHANT ACCOUNT: is the account of the MULTIMERCHANT.
MERCHANT: we mean the accommodation facilities in general such as hotels, tourist and non-tourist real estate agencies, tourist villages, campsites, etc …. and more generally traders.
ACCOUNT MERCHANT: is the MERCHANT ACCOUNT. This account manages the MERCHANT and the respective RESOURCES, the Booking, the Bookingfor req, the communications.
CONTACT: is the one who buys a vacation in a RESOURCE also referred to as a GUEST or sends a request for a house for sale
RESOURCE: it is generally called the room, the apartment, the bungalow, the tent, etc … With Resources for Merchant we mean those resources that can be associated with each single accommodation facility
BOOKING: it is a single reservation paid by credit card or with the “PAY LATER” option with a credit card as a guarantee regardless of the number of people or services included
BOOKINGFOR REQ: is a single request not limited to the VALID reservation created by the system. A valid request means a complete request of Merchant, Name, Surname, e-mail, resource (s), period of stay, number of people (in case of sale of real estate resource some fields are not required). Each request is unique and not spammed on all merchants (requests must not be enabled to scale from administrator accounts).
Section 2: Conditions of use of the platform
2.1 – License to use the Platform. Ipertrade, in compliance with the terms and conditions of this Agreement, undertakes to provide the Customer with a limited, non-exclusive license to use the BookingFor® Platform, which directly allows the Customer to open subscriptions, for the creation of online Booking portals. by one or more merchants with their resources, allowing the entire process of managing Bookingfor reqs and bookings in an intermediated or disintermediated manner, sending communications by e-mail or other messaging channels and using analysis connected to them, through a SAAS (Software – AS – A – Service) application made available on the Internet. The Customer is aware and expressly accepts that the BookingFor® Platform is a tool reserved for professional users, with the consequence that this Agreement is not subject to the rules of consumer contracts. However, the initial 21-day free trial period (Trial) will be available to the Customer, during which he can check the functionality of the BookingFor® Platform and during which he can withdraw at any time, without any commitment and cost. In using the BookingFor® Platform, the customer undertakes to comply with the instructions for use defined by Ipertrade on the basis of the indications in any way deriving from laws, regulations, provisions of Authorities or self-regulatory codes in force in the countries of origin and destination of the messages. o in the process of being implemented which Ipertrade intends to comply with. It is understood that the processing of data connected to the use of the platform will in any case take place in compliance with the regulations in force, it being understood that the Customer assumes the role of Data Controller and Ipertrade, making use of its organizational structure for this purpose, assumes the role as data processor as better specified in point 2.3 below. Due to the nature and functioning of the BookingFor® Platform, the Parties acknowledge that, pursuant to and within the limits of the provisions of this Agreement, it will be the Client who will manage the IT tools made available by Ipertrade directly and independently. the same Customer, under his sole responsibility, to manage the reservations with the related data and to arrange the transactions and messages sent via the BookingFor® Platform and to manage, as Data Controller, the data of the recipients of the reservations and messages generally.
2.3 –Ownership of personal data, messages and obligations of the Parties. The contents of the Bookingfor req and the bookings and messages sent by the Customer and the personal data (database) of the recipients of the reservations and communications are the exclusive property of the Customer and Ipertrade undertakes not to make any use of them other than that provided for the fulfillment. of the Contract. In particular, Ipertrade undertakes: not to sell or make the personal lists available to third parties, partially or totally, temporarily or permanently; not to use it for any reason, except for statistical purposes and to improve the BookingFor® Platform; not to keep a copy, except for the one essential for the operation of the BookingFor® Platform and in accordance with current legislation. Ipertrade will process the data necessary for the management of reservations and the sending of messages to the recipients of the Customer only as an external data processing manager. To this end, the Customer hereby appoints Ipertrade as data processor, Ipertrade accepts the appointment at the same time as the signing of this Agreement, possessing the technical skills to fill this role, and only and exclusively in relation to the IT management of the Customer’s databases, excluding responsibility for their content and their use by the Customer. However, it is understood that Ipertrade, for carrying out activities instrumental to the use by the Customer of the BookingFor® Platform, may make use of the organizational structure normally used in carrying out the processing carried out. In this regard, it is specified that the manager may use their own managers, both internal and external, as well as their own data processors, who operate within the operational structure by the appointed manager also in relation to data that Ipertrade itself processes on behalf of third parties. .
In this data processing activity, Ipertrade undertakes to respect the following instructions given by the Customer as owner:
- make use, where possible, of IT and / or telematic tools with CPUs allocated in the European territory in order to avoid any bureaucratic need for the European cross-border flow of data, adopting logic strictly related to the purposes of the services that Ipertrade is obliged to render to the Customer and in strict compliance with the current provisions on the subject, also with regard to data security
- adopt the necessary minimum security measures in line with the provisions of the current Privacy Code;
- observe the general safety measures established by the aforementioned legislation and in particular by the Technical Regulations regarding Minimum Measures; is
- make use, if necessary for the execution of this Agreement, of subjects who will act as data processors or persons in charge of the processing and who will therefore be required to use the data they become aware of in the performance of their activities, exclusively for the purpose of executing the this Agreement, excluding any further processing not expressly authorized by the Customer in its capacity as owner.
The designation of Ipertrade as data processor is governed by the following criteria which the manager undertakes to abide by:
- Ipertrade guarantees that it will process the personal data owned by the Customer exclusively to fulfill the contractual obligations referred to in this Agreement. In particular, Ipertrade guarantees that it will not disseminate or communicate such data, nor will it make them available, directly or indirectly, to third parties, except in cases where this is necessary to fulfill legal obligations or obligations under the Contract.
- Ipertrade undertakes to provide the Customer with all the information and collaboration necessary for the latter to fulfill the obligations referred to in Legislative Decree 196/2003, including the regulations referred to in Annex B (Technical regulations regarding minimum measures safety).
- Ipertrade guarantees that the personal data and the treatments which Ipertrade itself is in charge of as manager will be protected in compliance with the obligations set out in articles 31, 33, 34 and 35 of Legislative Decree 196/2003. In particular, Ipertrade guarantees that the personal data being processed will be kept and controlled, also in relation to the knowledge acquired on the basis of technical progress, the nature of the data and the specific characteristics of the processing, in order to minimize, by means of the adoption of suitable and preventive security measures, the risks of destruction or loss, even accidental, of the data itself, of unauthorized access or processing that is not permitted or does not comply with the purposes of the collection. Furthermore, pursuant to Article 25 of the Technical Regulations on minimum security measures, Ipertrade certifies the compliance of its organization and its information system with the provisions of the aforementioned technical regulations.
- Ipertrade will proceed with the processing by following the instructions given by the Customer who, also through periodic checks agreed in advance with the appointed manager, will be able to monitor the timely compliance with the legal and contractual provisions. In this sense, Ipertrade will provide its agents with all the instructions and procedures in written form necessary for compliance with the law and the Contract.
- The designation as manager of Ipertrade has a duration equal to the duration of this Agreement and will be considered revoked upon termination of the Agreement itself, for whatever reason this occurs.
- Upon termination of the contractual relationship, the Customer’s personal data and copies thereof will be permanently deleted from the Ipertrade information system (including any paper archives), without prejudice to legal obligations, in accordance with the provisions of the following art. 2.7 of this Agreement.
2.4 – Consent of the recipients of the messages. The Customer expressly declares to be aware that the essential requirement for using the BookingFor® Platform to send messages in an automated manner is the collection of consent to receive them from the recipients. The collection of consent concerns both the recipients of e-mail messages and the recipients of SMS messages. The consent must necessarily present the requirements established by current legislation and therefore be preventive, express, free, informed and referred to specific treatments. This constitutes an essential obligation for the Customer. In the event of non-compliance, even for a single time, with this essential obligation, Ipertrade reserves the right to terminate the Agreement pursuant to art. 7.7 of this Agreement.
The Customer declares to be aware that it is expressly forbidden:
- the use and / or purchase and / or rental of lists of recipients from external suppliers, even if the consent has been obtained from third parties, and it is also forbidden to send them to recipients retrieved from public or published lists on the Internet;
- the use of lists of recipients collected through co-registration and / or data-sharing activities (such as, but not limited to, “passive co-registration”, “list broking”, “list rental”, “affiliate email marketing “) and any other similar case in which the collection of consent is not carried out directly by the Customer and / or the consent collected does not refer to a specific treatment;
- the use of features such as SMTP +, SMTP Relay, Fast Email, Instant SMTP, WebService / API to send massive messages with commercial / marketing / promotional content provided by third parties or DEM, EDM, direct emailing, direct email marketing;
- the sending of material falling within one of the following cases: (a) obscene material or material in favor of pedophilia; (b) material that is offensive or for purposes contrary to morality; (c) material with purposes contrary to public order; (d) material that damages the rights of third parties; (e) copyrighted material (eg books and / or publications or parts of them or whatever); (f) material held illegally (eg pirated software, unauthorized copies, etc.); (g) information or databases in contrast with the current legislation of the country of receipt and / or origin of the messages or in any case in contrast with Italian legislation; (h) material that incites violence or hatred; (i) material that sells and promotes services or goods that are illegal in the country of receipt and / or origin of the messages or in any case in contrast with Italian law; (j) materials that introduce viruses, Trojans or other harmful and illegal software; (k) material deemed “doubtful” at the sole discretion of Ipertrade.
In all these cases, Ipertrade reserves the right to immediately and even permanently block access and use of the BookingFor® Platform and declare the termination of the Contract due to breach pursuant to art. 7.7 of this Agreement.
In addition, the Customer expressly undertakes to use the BookingFor® Platform in compliance with current legislation with particular reference to the Provision relating to the Guidelines on promotional activities and the fight against spam – 4 July 2013 (Published in the Official Gazette no.174 of 26 July 2013 – Register of measures no. 330 of 4 July 2013) and the Provision relating to the consent to the processing of personal data for “direct marketing” purposes through traditional and automated contact tools – 15 May 2013 (Published in the Official Gazette no. 174 of 26 July 2013 – Register of provisions n.242 of 15 May 2013) both issued by the Guarantor for the protection of personal data. The Customer also declares to be aware and to accept that the consent will have to be updated and will have a maximum duration of 24 (twenty-four) months, taking into account the last manifestation of will declared by the interested party, in accordance with the provisions of the Guarantor for the protection of personal data for consents referring to data collected in relation to adherence to loyalty programs (so-called Fidelity card – provision of 24 February 2005 – ‘Fidelity card’ and guarantees for consumers. The rules of the Guarantor for loyalty programs ). The Customer undertakes to comply with the provisions regarding the prohibition of sending unsolicited and unwanted communications from recipients (otherwise known as sending “spam” and “spamming”) in point “V Spam and limitations” of the Terms of Document Use.
Ipertrade, at any time, even in advance and starting from the free trial period (Trial), will have the right to suspend the mailings through the BookingFor® Platform and request the Customer to provide the documentation proving the existence and suitability of the recipients’ consent. , within the aforementioned terms, upon receipt of communications sent through the BookingFor® Platform. The Customer will have 10 (ten) calendar days, starting from the receipt of the communication sent by the abuse prevention service, to provide the above requested. In the event that the Customer refuses to provide the documentation requested in the terms referred to above, or the same is absent, unsuitable or incomplete, for any cause or reason, Ipertrade reserves the unquestionable right to permanently block access to the Console and declare the termination of the Contract due to breach pursuant to art. 7.7 of this Agreement. In this case, Ipertrade will not be responsible in any way, nor will it be required to pay any indemnity and / or compensation for the unused service; In this case, Ipertrade will have the right to charge the Customer the sum of Euro 1,500.00 (one thousand five hundred / 00 euros) as a penalty, without prejudice to the right to compensation for any greater damages of any nature directly or indirectly determined as a result of the use. addresses that do not meet the requirements of current legislation and this Agreement.
The Customer undertakes to provide a working link in each message sent via the BookingFor® Platform that allows the recipient to have all the necessary information in order to freely unsubscribe and therefore be removed from the sending of subsequent emails. The aforementioned cancellation link must be clear, recognizable and legible. The cancellation must be automatic, take place in a maximum of two clicks and not require the entry of a password or the sending of an email. Any unsubscription requests must be processed by the Customer within 3 (three) days of the request. Ipertrade reserves the right to verify the actual compliance with this deadline by which the Customer will have to delete the applicant from the lists of recipients uploaded to the BookingFor® Platform database.
The Customer also declares to be aware and to accept that the collection of the consent of the recipients of the messages is a burden exclusively on him. In collecting this consent, the Customer must inform the recipients that to send communications, they may use supports provided by third parties, such as the BookingFor® Platform. Furthermore, it is the exclusive responsibility of the Customer to inform the recipients, before using the BookingFor® Platform, that – in relation to email communications – statistical tracking systems can be used that allow to detect the opening of a message and the clicks made on the links ( hypertext links contained in the email), identifying in particular quantity and date (according to the technical specifications that can be inferred from what is reported in the document available on the following web page: https://www.bookingfor.com/privacy-policy).
Ipertrade is consequently released and will be fully indemnified and held harmless by the Customer from any liability deriving from the methods adopted by the Customer for entering data in the databases made available to him for the use of the BookingFor® Platform, as well as from the methods of acquiring consent. for the use of such tools. In order to guarantee a high quality of the sending of messages and to offer the Customer every useful tool to prevent the sending of unwanted messages, Ipertrade will be able to automatically exclude from the lists of recipients included in the BookingFor® Platform email addresses with their personal and personal data. reservation, non-existent and / or incorrect, recipients who have expressed their will not to receive communications from the Customer, recipients to whom the individual merchants have expressed their willingness not to receive communications, highlighting the bookings of recipients such as SPAM and other recipients to which contact actions for commercial purposes do not comply with SPAM prevention criteria and are potentially damaging to one’s commercial image, also taking into account the best practices recognized by sector operators.
2.5 – Sender information. The Customer undertakes to insert, in each email sent, a clearly visible section “information about the sender” (“about us”), in the text or in the form of a direct link. This section must contain the following information:
- name (surname and first name) and residential address of the sender if a natural person, in the case of companies, organizations or associations in addition to the name (e.g. company name) and address of the registered office, also the legal form, the indication of the register registration, company register or other commercial / associative register of an equivalent category with the relative registration / registration number;
- contact information, consisting of at least a valid telephone number or an electronic contact form, as well as an email address, and
- if available, the identification number for value added tax purposes, VAT number for EU purposes / VAT identification number, or other equivalent identification number for tax purposes must be provided.
2.6 – Additional functions and interoperability. The BookingFor® Platform provides the Customer with functions, tools and applications for integration with external software (“API” or “interoperability functions”) as established in the “BookingFor® API” documentation available at the link https://www.bookingfor.com/en/other/developer/. Through the API, the Customer has the possibility to create customized integrations between the BookingFor® Platform and third-party applications in order to facilitate any automatic data updating. The Customer is solely responsible for the use of the interoperability functions and undertakes to use them with appropriate tools and in compliance with the contents of this Agreement. The use through the BookingFor® Platform of features made available by third parties may be subject to the acceptance of the contractual conditions of such third parties.
2.7 –How to delete customer data. After 10 (ten) days from the date of expiry or termination of the Agreement for any reason, Ipertrade will have the right to delete the data stored on behalf of the Customer on the BookingFor® Platform, including any residual credits as specified in Article 7.1. These data will be available and freely downloadable by the Customer within the period indicated above using the normal functions of the BookingFor® Platform. In case of suspension of access to the Console due to administrative irregularities (see Article 4.2), the Customer will only be able to access after removing the cause that led to the block. Without prejudice to this right of cancellation, longer storage times may also be dictated by needs other than those indicated in this Agreement, in particular in the case of investigations by the Judicial Police or bodies responsible for any checks.
2.8 – Customer service. As a purely accessory and instrumental to the use of the BookingFor® Platform, Ipertrade undertakes to provide the Customer with technical assistance for reports related to the correct functioning of the BookingFor® Platform in accordance with the provisions of section 5 Guarantee of the minimum level of functionality.
Section 3. Ownership and Trademarks; Third party licensees.
3.1 – Ownership of the BookingFor® Platform. Ipertrade is the sole exclusive owner of all rights and interests for the BookingFor® Platform, and any Intellectual Property connected to it, including the resulting developments. BookingFor® is a registered trademark. The website, the BookingFor® Platform and the information contained therein, with the sole exception of what is mentioned in Article 2.3, are the property of Ipertrade. Unauthorized copying and dissemination in violation of Intellectual Property rights is prohibited.
3.2 – “Powered by BookingFor®” wording and logo. The Customer acknowledges and, unless otherwise expressly agreed between the Parties, accepts the fact that Ipertrade may insert a wording and / or logo regarding the BookingFor® Platform, containing a link to one of the BookingFor® sites. Without prior written authorization from Ipertrade it will not be possible, and it will not be permitted to remove any watermarks, labels or other legal or proprietary notices included in the BookingFor® platform and in the related bookingFor add-ons. (https://www.bookingfor.com/integrations-bookingfor/).
The appointment of Ipertrade as external data processing manager, pursuant to art. 2.3, by the Customer it also extends to the treatments that will be carried out in relation to the contractual agreements in place with its sub-licensee customers, with respect to which it is the responsibility of the sub-licensee customers themselves to appoint the resellers as external data processors. or to identify suitable organizational methods aimed at guaranteeing the security of the data processed. The Customer undertakes in any case to indemnify and hold Ipertrade harmless from any prejudice that it may suffer due to behavior, non-fulfillment or violations of the sub-licensees, suspending access to the consoles activated by the reseller panel in the provisions of this Agreement.
Section 4. Economic terms and contractual duration.
4.1 –Start, duration and termination of the Agreement. The Contract is for a fixed term based on the minimum duration and the relative usage fee chosen by the Customer (by way of example and not limited to 1 or 12 months). The duration starts from the date of activation or renewal of the Console. The expiration date (by this also meaning the one after the first following renewal) of the Console is highlighted in the reserved area which is always displayed before using the BookingFor® Platform.The Contract is automatically renewed for an equal duration (e.g. 1 or 12 months) in the absence of cancellation that the Parties may exercise until the expiration date of the Contract by registered letter with return receipt, fax message or certified electronic mail message (PEC all ‘address firstname.lastname@example.org – valid only if the sender also uses a certified mailbox), or using the specific function made available in the reserved area. In case of cancellation presented after the aforementioned essential term, the same will have no effect and the Customer will have to pay the full amount for the subsequent period, even in the event of non-use, in consideration of the availability of the BookingFor® Platform. It is understood that, if the Customer intends to send a cancellation before the end of the chosen period, he will still be required to pay the usage fee for the entire period. During the initial period of 21 (twenty-one) days of free trial (so-called Trial), the Customer can withdraw from the BookingFor® Platform Agreement freely, at no cost and at any time. Ipertrade reserves the right not to proceed with the management of reservations, the scheduled sending, by the Customer, of communications via the BookingFor® Platform, in the event that the same sending, although starting during the period of validity of the Contract , extends beyond the expiry date of the same.
The termination of the fees relating to options (such as “Easyconnect”) must be exercised in the same manner as indicated above (registered letter with return receipt or certified e-mail message or through a specific function available in the reserved area), always within the expiration of the same.
4.2 –Consideration, invoicing and payments. For the provision and use of the BookingFor® Platform, as well as for the provision and execution of the accessory and instrumental services provided for in this Agreement and for the use of any additional options offered by the BookingFor® Platform, the Customer undertakes to pay a periodic fee and / or a one-off fee within the times and in the manner indicated in the “Online” order if the purchase is completed remotely via the E-commerce site, except for the use of any period initial free trial (so-called Trial). Without prejudice to the provisions of Articles 7.1 and 7.2 below. Payment can be made by bank transfer, PayPal or credit card, subject to successful completion. In the event that the Customer fails to pay the fee as agreed above, Ipertrade may, at its sole discretion and at any time, disable the management function, upon communication in the Console, of all subscriptions or consoles in the Customer’s name. After 10 (ten) calendar days without the Customer having settled the agreed amount, Ipertrade will be authorized to block the Customer’s access to the Console and / or declare the termination of the contract pursuant to art. 7.7 of this Agreement and subsequently to delete all data, without prejudice to the right of Ipertrade to demand payment of the entire fee in any case under the Agreement. The payment of all sums due to Ipertrade under this Agreement may not be delayed or suspended for any reason, even in the presence of pending disputes, it being understood – also in derogation of art. 1460 of the Civil Code – that the Customer can assert any rights only through a separate procedure and only after the full fulfillment of their obligation to pay the fee. In the case of payment by credit card or PayPal, the recurring payment method will be activated, which foresees, on the renewal date, the pre-authorized automatic debit of the amount corresponding to the use of the BookingFor® Platform and the options already activated for a period of equal duration, unless canceled by the Customer with express communication in compliance with the methods and timing referred to in point 4.1. If at the automatic renewal of the Contract the pre-authorized debit should not be successful for any reason (by way of example and not limited to: expired credit card or lack of necessary funds) this will result in the immediate blocking of the management functions and the contextual notification failure to pay in the Console and to the Customer’s Administrative Contacts selected to receive administrative information.After a further 10 (ten) calendar days without the Customer having made the payment, Ipertrade may block access to the Console and / or declare the termination of the contract pursuant to art. 7.7 of the Contract and proceed with the subsequent cancellation of the Customer’s data, without prejudice to Ipertrade’s right to collect and / or definitively withhold the fees for the entire contractual period. The Parties establish that in the event of late payment of the aforementioned fee, default interest will be due pursuant to Legislative Decree 231 of 9 October 2002 and subsequent amendments.The periodic fee for the BookingFor® Platform, the related options, ancillary services and assistance may be subject to monthly changes from the subsequent renewal. In the event of an increase, Ipertrade will inform the Customer, with notice of at least 10 (ten) days before the chosen deadline, by communication in the Console or by e-mail to the Customer’s email address identified in the personal data section of the Administrative Contacts Console for receipt. administrative information, filled in by the Customer. The new rates will be applied from the date of renewal of the Contract and will be kept unchanged at least for the next contractual period. In the event that the Customer does not intend to accept the new rates, he must, pursuant to Article 4.1, exercise the cancellation within the terms and methods provided; failure to cancel within the terms set out in this Agreement will be considered as unconditional acceptance by the Customer of the new rates, which will therefore be legitimately applied from the date of renewal.
4.3 – Console space. The use of the Console space by the Customer is strictly limited to the sole purposes related to the management of subscriptions through the BookingFor® Platform and the use of the same for the management of merchants and related bookings, sending communications in another form (SMS and Social) pursuant to this Agreement, therefore the Console space is only available for uploading files related to this function. The Customer expressly accepts this principle and therefore undertakes not to use it for different purposes or methods. The images and / or data and / or documents uploaded will only be available from the bookingFor add-ons (https://www.bookingfor.com/integrations-bookingfor), from messages sent or from the web version of those messages. The space available is free and unlimited. In any case, single files (images, documents, etc.) cannot be uploaded, whether they are attached directly or can be recalled from the bookingFor add-ons (https://www.bookingfor.com/add-ons) or from links inserted in the internal communication sent through the BookingFor® Platform, with a size greater than 5 MB (five megabytes). Ipertrade reserves the right to verify, at any time and even without notice, the compliance of the files saved in the Console space with the provisions of this article. If these files are not connected to the management of subscriptions through the BookingFor® Platform and to the use of the same for the management of merchants and related bookings, when sending communications through the BookingFor® Platform, they are larger than the limit maximum allowed or in any case falling within one of the cases listed in Article 2.4, point iv, letters from (a) to (k), Ipertrade may proceed with the cancellation of the same without any obligation to notify the Customer. The traffic generated by a file uploaded to the Console and attached directly or recalled by the bookingFor add-ons (https://www.bookingfor.com/integrations-bookingfor) o from links inserted within a message cannot in any case exceed the following limit: number of recipients of the message multiplied by the weight of the file multiplied by ten (example: message sent to 1,000 recipients containing a link to a 0.5MB, the linked file can generate a maximum traffic of 0.5 * 1,000 * 10, i.e. 5,000MB). Beyond this limit, Ipertrade, at its sole discretion, may slow down or limit access to the file, or delete the file from the Console without any obligation to notify the Customer.
Section 5. Minimum Level of Functionality Guarantee 5.1 – Availability of the BookingFor® Platform. With this Agreement, Ipertrade undertakes to make the BookingFor® Platform available with an up-time availability rate of 99%, for 24 hours a day and 365 days a year. The Parties acknowledge that in any case Ipertrade cannot be attributed for the non-availability of the BookingFor® Platform due to facts and circumstances attributable to the Customer or to subjects whose behavior the Customer is required to respond to, such as, by way of example and not limited to , the availability of a suitable Internet network at the Customer, hardware, software, network problems within the Customer’s organizational structure. From the definition of the minimum level of guaranteed functionality, ordinary maintenance activities communicated to the Customer with notice of at least 2 (two) calendar days and extraordinary maintenance communicated to the Customer with notice that may be less than 4 (four) hours must be excluded. During holidays and from 0.00 to 6.00 (Italy UTC + 1) on working days, occasional service interruptions may be necessary due to program maintenance operations which will not enter into the determination of the minimum level of guaranteed functionality, and with respect to which therefore any liability on the part of Ipertrade is excluded.
5.2 –Customer service. Ipertrade is committed to providing the best customer support possible, while keeping our service affordable. Each monster subscription plan comes with assistance. Paid Support is made available where it is not included as part of the Customer’s chosen plan. It is important to choose a plan that is in line with the customer’s support expectations, and that takes into consideration the complexity of his business.
Ipertrade reserves the right to refuse support, or charge the Customer for excessive requests not in line with the subscription, excessively complex configurations, or those requested outside the scope and understanding of our general support staff.
Our community support forum is available for members and trial accounts to post questions and find answers related to BookingFor. You may not use the forum to solicit other members, advertise or otherwise post messages outside the general scope of our Service. In an instrumental and ancillary way to ensure the correct use and full functionality of the BookingFor® Platform, Ipertrade undertakes to provide technical assistance for reports on problems related to the correct functioning of the BookingFor® Platform from Monday to Friday during office hours (09.00- 18.00), excluding holidays, according to one of the methods indicated at the following link https://www.bookingfor.com/support-plan-bookingfor/ and selected by the Customer.
5.3 – List of contacts authorized to request assistance. Technical assistance by e-mail via Email, referred to in point 5.2 above, will be provided by Ipertrade exclusively to the contacts (Email addresses) previously entered by the Customer in the list of Administrative Contacts selected for receiving the Technical information in the specific section of the BookingFor® Platform. It will be the sole responsibility of the Customer to keep this list constantly updated. Ipertrade will in no case be held responsible for technical assistance provided following failure / delayed updating or incorrect or negligent compilation by the Customer of the list of Administrative Contacts enabled to request assistance.
Section 6. Representations, Warranties, Liability and Limitations.
6.1 –Guarantee of correctness of Customer information. The Customer declares and guarantees:
(i) that all the information provided by the Client to Ipertrade is complete, correct and updated, including the data entered in the specific “Management” menu, and in particular in the Administrative Contacts section, available on the BookingFor® Platform;
(ii) to be entitled to authorize, and to authorize Ipertrade to exercise all the rights necessary to give full effect to this Agreement. Nothing in this article is valid to limit or exclude the liability of any of the Parties for willful misconduct or gross negligence, without prejudice to the exceptions provided for in this Agreement. All correspondence between the Customer and Ipertrade, including its collaborators, can be recorded and archived. Ipertrade reserves the right to publish or forward to third parties (such as ISP or DNSBL) any communication or correspondence between the Customer and the Abuse Desk service, identifiable with the email email@example.com. In this regard, the Customer issues, with the signing of this Agreement, an extensive release in favor of Ipertrade.
6.2 – Responsibility for published information. In consideration of the nature and characteristics of the BookingFor® Platform and its functioning, the Customer, also in his capacity as responsible for the fact of his subscriber, merchant, employee, clerk or auxiliary pursuant to art. 1228 and / or 2049 of the Italian Civil Code, undertakes to indemnify and hold harmless Ipertrade in the event that the latter is requested or required, directly or jointly, both out of court and judicially, to pay amounts, by way of example and not exhaustively, to title of compensation for damage, compensation, sanctions (criminal, administrative, fiscal or other) in relation to the content of communications and information transited or otherwise transmitted via the BookingFor® Platform, the legitimacy of the same, as well as the behavior of the Customer, by personnel, employees, collaborators of the latter, by subscribers, merchants, end customers, or in any case by any person whose work the Customer is required to respond to by law or contract. Civil and criminal liability in relation to the information published through the service offered by Ipertrade remains the sole responsibility of the Customer.
6.3 –Responsibility for non-fulfillment of the Customer. The Customer undertakes to hold Ipertrade fully harmless and indemnified from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, which may be incurred or incurred by Ipertrade or for which the same is the subject of a request. payment, and which would not have been so suffered or incurred or requested if (i) the Client had fulfilled the obligations assumed by signing this Agreement and (ii) the representations and guarantees provided by the Client by signing this Agreement had been truthful, correct, complete and not misleading. The Customer also undertakes to hold Ipertrade fully harmless and indemnified from all damages, losses, liabilities, costs, charges and expenses, including any legal fees that may be incurred or incurred by Ipertrade or for which the same is the subject of a request. of payment, however connected to the management of reservations (BookingFor Request and booking), to the information contained in the Merchant cards and to the Resource cards, to the sending of information contained in the Client’s messages, even in the event of damages claimed by third parties for any reason.
6.4 – Responsibility for using the platform. The Customer acknowledges and acknowledges that the use of the BookingFor® Platform will take place, in compliance with this Agreement, in full autonomy and that, consequently, the Customer will be exclusively and directly responsible for it. The Customer undertakes to communicate and have their employees, and all those who have access to the BookingFor® Platform in any case under the existing relationship with the Customer, communicate and sign the commitment to comply with the obligations arising from this Agreement, making sure in any case that they are aware of it and undertake to do everything possible to ensure that these obligations are duly observed. Ipertrade and its employees and / or collaborators do not assume any responsibility in relation to the use of the BookingFor® Platform by the Customer and to this end the Customer undertakes irrevocably, expressly exempting third-party beneficiaries from the burden of declaring that they want to profit from it, to keep fully indemnified and indemnified by Ipertrade and its employees and collaborators from any damage or prejudice, whether contractual or extra-contractual, which may derive, directly or indirectly, from the methods of use of the BookingFor® Platform and the execution of this Agreement by the Customer. These provisions remain valid and effective even after the termination of the effects of this Agreement, for any cause, including the expiry of the terms, termination or withdrawal of the same.
6.5 –Non-fulfillment due to external events. Ipertrade will not be held responsible in any way for the malfunctioning of the BookingFor® Platform or for the impossibility or difficulty of carrying out the ancillary services deriving from the responsibility of the operators of telephone lines, electricity and global and national networks, by way of example, but not limited to, as a result of failures, overloads, interruptions, etc.
6.6 – Causes of force majeure. Ipertrade cannot be held responsible in any way for any breach of this Agreement that derives from causes beyond its sphere of reasonable control or from causes of force majeure or unforeseeable circumstances, such as, by way of example but not limited to, popular riots, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and landslides.
6.7 – Interruptions for exceptional events. Ipertrade undertakes to maintain the efficiency and functionality of the BookingFor® Platform; should it be forced to interrupt its use for exceptional events or for maintenance, it will contain such interruptions or suspensions as quickly as possible, providing timely updates in the Console to the Customer. Ipertrade will define the appropriate access procedures and reserves the right to improve them at any time; will also provide the Customer, at the request of the same, with all the technical specifications to be able to access the BookingFor® Platform and make proper use of it in accordance with the provisions of this Agreement.
6.8 – Breaches due to third parties. Ipertrade will also not be responsible for any third party conduct or omissions that affect the functioning of the BookingFor® Platform, including, by way of example and not limited to, speed slowdowns or failure of the telephone lines and of the computers that manage the telematic traffic between the Client and the BookingFor® Platform.
In the event that the Customer uses features of the BookingFor® Platform made available by third parties, including network operators, the following provisions will apply: Ipertrade allows access to these features, it being understood that they are subject to terms, conditions and limitations imposed by the relative suppliers and that in no case Ipertrade will be responsible for the failure or incorrect functioning of the same. In the event that third parties change, suspend or interrupt the provision of these features, Ipertrade may consequently change, suspend or interrupt access to these services without notification. Further, Ipertrade will be authorized to suspend the use of the BookingFor® Platform which is directly dependent on services offered by such third parties. In any case, Ipertrade has the right, where necessary, to use different suppliers in order to guarantee the functionality of the BookingFor® Platform. In this regard, the Customer authorizes Ipertrade to provide these third parties with all the necessary information.
6.10 – Sending data in general and messages. Data generally such as and not limited to booking, payment and message data are intended to be sent when they are sent by the BookingFor® Platform to the destination programmed in the Console, including, by way of example and not limited to: mobile telecommunications networks or each server of intermediaries or APIs of third party service providers, SMTP server. The Customer acknowledges and accepts that the third party suppliers may interrupt the services provided to Ipertrade or to Ipertrade suppliers without notice. In this case, the messages and data in general will not be delivered to their destination, without this being in any way attributable to Ipertrade. The data and message delivery receipt is available but not guaranteed: when the service provider or mobile telecommunications operator provides it, it is reported in the Console. The Customer acknowledges that the sending of any type of communication, due to the intrinsic technological characteristics, is not to be used in cases where the failure to receive a data or a message, total and / or within a certain time, is susceptible to cause damage to the Customer or to third parties; Ipertrade does not guarantee the delivery of communications and the constant usability of the BookingFor® Platform and, in the event of failure and / or delayed delivery or delivery, or lack of a delivery receipt, it is in no way responsible, either directly or indirectly towards the Customer and / or to third parties. Ipertrade also reserves the right to exclude from sending some recipients or groups of recipients that may compromise the quality of the sending individually or as a whole.
6.11 –Limitation of Liability. Except in cases of willful misconduct or gross negligence, the liability of Ipertrade for non-fulfillment under this Agreement may in no case exceed the amount equal to 20% of the consideration paid by the Customer to Ipertrade in the period between the date of the last renewal / expiration of the Console, or between the Activation Date if no subsequent renewal / expiration has occurred, and the date on which, while the contract is in effect, the damage was first verified, comparing the periodic fee referred to above proportionally to the period mentioned above, up to a maximum of 6 months.
Section 7. Ownership of data relating to the use of the platform by customers and conditions of use of the platform itself.
7.1 – Aggregate Data. As established between the Parties, Ipertrade holds all rights to use statistical information, data and related analyzes in aggregate form, resulting from the use of the BookingFor® Platform by its Customers. Such data in aggregate form does not include personal data and the Customer expressly authorizes Ipertrade to use them in order to improve the functionality of the BookingFor® Platform or for statistical information that can always be published in aggregate form.
7.2 – Advertising. The Customer authorizes Ipertrade to use its name and logo in presentations, marketing materials, customer lists, financial reports. Without prejudice to the provisions of the previous articles 3.1 and 3.2 of this Agreement, the use by the Customer of the logo, the commercial name and any other distinctive sign relating to the BookingFor® Platform must be previously requested by the Customer in writing and authorized, always in writing, by Ipertrade .
7.3 – Free trial. BookingFor® can offer free trial periods of the BookingFor® Platform to new Customers. This trial period is to be understood as aimed solely at testing the functionality, in this trial period the Customer is already able to receive actual bookings, exchange data and send messages to the Customer’s addresses. It is not permitted for the same Customer to activate more than 2 (two) test consoles. There is no cost to use the free trial. The Free Trial Console will be automatically canceled after 60 (sixty) days of expiration. Once any free trial period has been completed, if the Customer expressly confirms the desire to use the BookingFor® Platform, he is required to pay the periodic fee in advance based on the contractual form he has chosen to join. Access to the BookingFor® Platform may be suspended until payment is actually received. If purchased by the Customer, the costs or fees relating to additional accessory services to the BookingFor® Platform will also be charged.
7.4 – Transfer of the Contract. Ipertrade will have the right to assign or otherwise transfer the rights and obligations contained in this Agreement to third parties; the Customer, in collecting consent to the processing of personal data, undertakes to adequately communicate this eventuality to its customers. The Customer will have the right to assign and in any case transfer the rights and obligations arising from this Agreement, with the prior written consent of Ipertrade, by filling in the appropriate document available in the Console and sending it, duly signed, to Ipertrade. In any case, in accordance with the provisions of article 1408 of the civil code, Ipertrade declares in advance not to release any transferring Customer and to retain the right to act against him if the transferee fails to fulfill the obligations undertaken. In the event that the Customer does not fulfill the obligations provided for in this art. 7.4, Ipertrade may, at its sole discretion:
(i) Terminate the Contract by right without having to return anything to the Customer for any service not used pursuant to art. 7.7;
(ii) Demand payment of the sum of € 150.00 as administrative expenses for the management of the withdrawal procedure.
7.5 – Methods of processing customer data. Insofar as it may be necessary, it being understood that according to current legislation personal data is any information relating exclusively to an individual, the Customer acknowledges that Ipertrade will process the data (including those relating to its delegates and persons in charge designated by him to manage the relations with Ipertrade), pursuant to EU Regulation 2016/679, current legislation and, as indicated in the information pursuant to Article 13 of Legislative Decree 196/03 (viewable at the address https://www.bookingfor.com/privacy-policy), without the need to acquire an express consent from the Customer (pursuant to Article 23 of Legislative Decree 196/03) because, inter alia, the processing of such data is necessary to execute a Contract to which it is a party the Customer, solely and exclusively for the performance of the services listed in this Agreement.
7.7 – Express termination clause. This Agreement will be automatically terminated pursuant to Article 1456 of the Civil Code, with a simple written communication to be sent also by e-mail and / or PEC, in cases of non-fulfillment of the essential obligations contained in Articles 2.4 – Consent of the recipients of the messages, 4.2 – Consideration, invoicing and payments, 7.4 – Transfer of the contract and if the Customer is placed in liquidation or subject to insolvency proceedings. The termination of the Contract, for the cases agreed above, will take place by right upon receipt by the Customer of the communication with which Ipertrade declares that it wishes to make use of the express termination clause. In any case, Ipertrade’s right to demand payment of the fee for the entire agreed period and / or to withhold it in full, even if not fully used, remains unaffected.
7.8 – Validity of the contractual clauses. The clauses of this Agreement are understood to be fully in force and accepted by the Customer even in the case of non-onerous and / or temporary use of the functions provided for any reason by Ipertrade.
7.9 –Tax charges. Any tax burden resulting from the execution of the Contract, including any taxes for advertising activities, is charged to the Customer.
7.10 –Applicable law and competent court. This Agreement is governed and interpreted according to Italian law, and the Parties expressly agree that any dispute regarding the validity, effectiveness, interpretation and execution of this Agreement will be subject to the exclusive jurisdiction of the Court of Padua.
7.11 – Final clauses. This Agreement, of which all the annexes indicated are an integral and substantial part, abrogates and replaces any agreement, understanding, negotiation, written or oral, previously intervened between the Parties and concerning the subject of this Agreement.
The circumstance that one of the Parties does not promptly assert the rights recognized by one or more clauses of this Agreement, can never be understood as a general and tacit waiver of the rights and duties established in the clause, nor will it prevent that party from subsequently claiming the punctual and rigorous observance of any and all contractual clauses.
If one or more clauses of this Contract are declared null or ineffective by the competent judicial authority, the remaining Contract will continue to be valid between the Parties, unless said clause constituted a decisive reason in the conclusion of this contract.
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