Article 1 - Object
You Are My Guide S.r.l. with registered office in Corso Castelfidardo 30 / a, 10129 Torino (TO), Fiscal Code and VAT Number (IT-ID) IT 11213950014, hereinafter "You Are My Guide" will perform in favor of the Customer the services and / or services reported in the individual offers and that, unless otherwise specified in writing, will be subject to the provisions of these general conditions of supply.
Article 2 - Duration
Each service and / or service will start and end as defined in the individual offer at the times and conditions reported therein. Eventual cancellation must be communicated by registered letter A.R. or PEC at least ninety days before the deadline. The Parties may mutually modify the terms indicated in the Offer and the duration of the Contract, exclusively through new agreement that must be compelled in writing and signed by all the Parties, without prejudice to the possibility for You Are My Guide to modify unilaterally and to its unquestionable judgment of these general conditions. You Are My Guide may also transfer the ownership of this contract to companies and / or external organizations at any time, by giving written notice to the Customer.
Article 3 - Methods of supply
As part of the registration process, the Customer identifies an administrative username and password for the Customer's corporate account. The company reserves the right to refuse registration or delete passwords that it deems inappropriate. The Customer is solely responsible for verifying the adequacy and suitability of the services and products provided by compliance with their specific needs and use that the Customer intends to perform. You Are My Guide will use its own service standards, equipment and software also managed and / or provided by third parties, and reserves the right to modify them according to their needs. You Are My Guide can change the characteristics of the service at any time, in an improved sense.
Article 4 - Client Bonds and Guarantees
The Client undertakes to pay the price agreed upon in the Contract promptly, according to the terms and conditions set out in the Offer.
You Are My Guide grants the Customer a non-exclusive, non-transferable and non-sublicensable license for the use of its Services.
All the material and programs of You Are My Guide, including support and documentation, remain in full and exclusive ownership of You Are My Guide itself having the Client only the availability in use limited to the period and the procedures referred to the single offer , and unless otherwise agreed in the same.
The Client is forbidden to: directly or indirectly decode, decompile, disassemble or otherwise try to discover the source code, the object code or the underlying structure, ideas, know-how or algorithms relating to the Services or any software, documentation or data relating to the Services; modify, translate or create derivative works based on the Services (except to the extent expressly permitted by the Company or authorized within the Services);
It is forbidden to the customer, unless written consent of You Are My Guide, to transfer the contract and / or services to third parties, free of charge or onerous, temporarily or permanently.
The Customer undertakes to keep the absolute secrecy on the procedures for accessing the service or systems connected to it and / or through it, especially as regards password, on the terms of this contract and on subsequent events from the same and undertakes to hold You undamaged Are My Guide srl for any consequences deriving from the illegal, undue and / or contrary to the public order or the morality of the Services / Products supplied by the latter, since it is not bound to any preventive surveillance control.
The Customer is fully responsible for the content of the data transferred to You Are My Guide servers and / or managed servers or belonging to third parties on which You Are My Guide manages the services on behalf of the Customer, freeing up now Are My Guide of any responsibility deriving from their contents. The Customer is fully informed that You Are My Guide does not carry out any regulation or content control services (messages, posts, etc.), while the Customer is responsible for checking and moderating them (unless otherwise indicated in this contract). The Customer warrants that the material (by way of example images, video, etc.) sent by him on the servers of You Are My Guide is in the public domain or the same possesses all the rights necessary for it to be disclosed.
The Customer assumes sole responsibility for the ownership of the contents, writings, images, information and any other material provided to You Are My Guide srl for the realization of the Services / Products, also declaring that the same material is in its legitimate availability, that is not contrary to the law, good customs or public order, or does not in any way violate the intellectual and / or industrial property rights of third parties under laws, contracts, uses and / or customs.
In particular, the Contractor guarantees to be the legitimate owner of the property rights, and / or in any case of license and / or exploitation of the contents and / or materials (by way of example: photos, texts, data, information, databases, software , trademarks and / or logos, etc. ..) made available to You Are My Guide srl
The same Contractor assumes all responsibility in relation to the same contents, also in relation to third parties, with special regard to the discipline relating to minors, privacy, or other rights of the personality and intellectual and / or industrial property rights, and in any case in compliance current regulations, also in consideration of the unlawful use of the Services / Products covered by the Contract, by now relieving You Are My Guide srl for any liability, even criminal, or damage deriving also to third parties due to the contents themselves.
The Customer also declares to have been fully informed on the terminology and on the modalities of performance of the service object of the present contract and detailed in the attached offer, and to be aware of the absolute prohibition related to the use and / or publication and / or to the informatic and / or analogical diffusion of:
a) contents and / or correspondence of a pornographic and / or sexual nature, of an obscene nature and / or suitable for promoting prostitution and / or pedophilia;
b) content offensive, discriminatory and / or otherwise contrary to morality (civil, religious, etc. ..), good morals and / or public order;
c) content (including music files, images and videos) and / or software held illegally and / or non-original and / or infringing copyrights and copyright of third parties, and / or pirated software ("Warez, Crack ");
d) information and / or databases contrary to current legislation;
e) content and / or software and / or codes useful for non-legal sharing in peer-to-peer or similar networks.
f) contents and / or software and / or codes damaging the operation of the networks.
In addition, the Customer is not permitted, through the services offered by You Are My Guide srl (following numbering list):
g) send unsolicited and unwanted messages to third parties;
h) unlawfully processing personal data of third parties;
i) freely use the images provided as an example together with the graphic template chosen to activate the site.
l) disseminate material that promotes or provides information that instructs illegal activities or that may cause injury to third parties;
m) advertising initiatives related to gambling, competitions, games that require participation on a fee in the absence of the authorizations required by law;
n) to disseminate material not suitable for children under 18;
o) advertise sale or promotion of products or services prohibited by law;
p) to spread material or activities that, in general, violate or induce to violate any provision of law or regulation placed to protect even only private individuals or a provision legitimately given by the Public Authority
The Customer undertakes, therefore, not to use and / or publish and / or disseminate, through the Services / Products subject of this contract, types of content and information as detailed above: in default, You Are My Guide srl will have the right to suspend immediately and without notice the provision of the Services / Products, as well as to terminate the contract, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, in any case recurring on the Client, the sole person in charge of civil and criminal matters, also in relation to any Third parties damaged directly or indirectly. The Customer undertakes to do everything necessary to allow You Are My Guide srl to correctly fulfill the obligations arising from the Contract.
The Customer guarantees from now on that also its collaborators, employees or other subjects connected to the same having access to the services / products are committed to compliance with the provisions of this Contract.
Article 5 - Bonds and Guarantees of You Are My Guide srl
All services from You Are My Guide srl can only be used in compliance with national and international regulations, as well as the rules of netiquette established by custom among Internet users.
You Are My Guide Srl is committed to maintaining relations with SaaS service providers in order to maintain the efficiency of the service offered. If this is not possible due to exceptional events or extraordinary maintenance, You Are My Guide Srl will try to keep the interruption and / or malfunction periods as short as possible.
You Are My Guide Srl is not responsible for failures due to data loss, disk breakage, hardware breakdown, fire, explosion, earthquake, volcanic eruptions, cyclone landslides, storms, floods, hurricanes, avalanches, war, popular insurrections, riots, strikes and any other unpredictable and exceptional cause that prevents the service from being provided.
Any additional request requested by the Customer will be evaluated by You Are My Guide srl which will assess the feasibility or otherwise of this service configuration (by way of example: additional areas, upgrading of the servers, upgrading of disk drives ...). You Are My Guide srl is also exempt from any responsibility regarding the network and the server of the customer and / or accessibility to them, being services controlled by the customer or third parties (web hosting, provider or others) for such as You Are My Guide srl can not under any circumstances be held responsible.
You Are My Guide srl can not be held responsible for:
a) presence of viruses propagated by third parties, theft of data caused by third parties;
b) tampering or unauthorized interventions by the Customer or third parties on the Site or on the Service provided;
c) tampering or interventions on the connection devices, which fall within the availability of the Customer, made by the latter or by unauthorized third parties;
d) incorrect use of the Service by the Customer;
e) malfunction of the connection devices used by the Customer;
f) direct or indirect damages or losses deriving from the Customer due to the failure and / or faulty operation of the Customer's own electronic equipment or of third parties.
You Are My Guide srl is not required to know or control the Content entered in the Customer's Web Space and provides its service in the form of anonymous and aggregated data.
The ownership of the software and source files used by You Are My Guide srl is not transferred to the Customer. The source files will in no case be delivered to the Customer, unless otherwise agreed between the parties.
You Are My Guide srl grants this last non-exclusive license to use the control panel dedicated to B2B operators in SaaS mode of services provided by You Are My Guide Srl.
The Customer expressly authorizes You Are My Guide to include the name of the Customer and to communicate it to third parties as a "Customer" and therefore a user of the services offered by You Are My Guide.
Article 6 - Property of Data
The Customer is the owner of all rights, titles and interests relating to Customer Data. You Are My Guide owns and retains all rights, title and interest in the Services and Software, any improvements or modifications made to them; any software, application, invention or other technology developed in connection with the Implementation Services or support;) all intellectual property rights relating to one of the aforementioned.
Unless specifically stated otherwise in the Offer, You Are My Guide shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, for title, information on Customer Data and data derived from them) and You Are My Guide will be free (during and after the end of this) to (i) use such information and data to improve the Services and / or for other purposes development, diagnostics and correction in relation to the Services and other offers of the Company, and (ii) disclose such data only in aggregate form, or otherwise that does not allow identification, in relation to its business.
Article 7 - Limitation of Liability
In case of serious errors of production, publication and / or of other kind that are imputable to You Are My Guide srl, and even of significant prejudice to the Customer, the latter may request only the correction, or the repetition of the same, without the right to any further refreshment.
You Are My Guide srl is not required to keep any copy of the archives, software, materials and generally the contents received from the Customer, whether in paper or electronic format.
The parties that are the object of the present Contract are the agreed benefits (Services / Products) against the consideration, without any obligation of result to be borne by You Are My Guide srl in relation to the entrepreneurial and / or commercial return by the Customer in relation to them. The Customer will therefore be solely responsible for the professional and / or commercial activities, as well as the results thereof, even if undertaken with the assistance and advice of You Are My Guide srl.
Article 8 - Fee and payment method
(i) Conditions. The Customer acknowledges to You Are My Guide the fees and rates agreed in the manner specified in the individual offers. All fees and rates in the offers, unless otherwise indicated, are net of VAT and any other legal charges. The invoice will be issued in electronic format. All amounts due will be charged VAT and legal charges, if any.
(ii)) Effective date. The fees and lump-sum tariffs start from the moment of activation and / or availability of the service. The fees and consumption tariffs start from the moment the supply is available. The fees and rates will be due regardless of the effective use by the Customer and the early termination of the agreement by the latter, firm and without prejudice to any further right of You Are My Guide. The fees and the monthly rates will be computed by You Are My Guide for a fraction of a month of thirty days.
(iii) Adjustment and variation. You Are My Guide reserves the right to vary the fees, rates and costs reported in the individual offers by giving written notice to the customer. If the Customer does not accept this change, he / she must notify You Are My Guide in writing within thirty days from the date of receipt of the notice, in which case he will cancel the agreement in force without any charge or responsibility for You Are My Guides itself and keeping the Client all the obligations assumed.
(iv) Methods of payment. The Customer, unless otherwise agreed, will make payments to You Are My Guide invoice view, according to the procedures agreed in the individual offers or reported on the invoices themselves, sent by e-mail. In case of total or partial failure to pay the due dates of the invoices, You Are My Guide will receive a default interest equal to the ABI Prime rate in force at the time of the default plus seven percentage points, as provided by Legislative Decree no. 231/02 and subsequent amendments, regarding the calculation of interest and the reimbursement of expenses for the recovery of credit.
In case of non-payment within the above term, You Are My Guide srl will have the right to suspend or limit, without any prior notice, the current Services / Products until full payment of principal, interest and expenses. It is understood that the suspension does not make the Client's obligation to pay the fees accrued during that period.
In the event of suspension as provided for in the preceding paragraph, any costs of suspension and reactivation of the suspended services are charged to the Customer and the services will not be reactivated until full payment of these costs is made.
If the Customer fails to pay within 15 (fifteen) days of the suspension, You Are My Guide srl will be able to terminate the Contract pursuant to art. 1456 of the Italian Civil Code, without prejudice to further legal remedies.
Any complaints regarding the amounts invoiced must be forwarded to You Are My Guide srl by registered letter with return receipt within 5 days of receipt of the invoice. In the absence of a timely complaint, in the terms described above, the invoices will be deemed accepted by the Customer. The filing of the complaint does not exempt the Customer from payment in terms of expiry of the amounts invoiced and not disputed.
You Are My Guide srl may transfer to third parties the rights of credit claimed against the Customer arising from this Contract, without this may in any case lead to a reduction in the protection of the latter's rights.
Article 9 - Express termination clause
Not prejudice any other hypothesis of resolution required by law, pursuant to and for the purposes of art. 1456 c.c. You Are My Guide srl has the right to declare, by written communication sent by A / R or PEC to the Customer, the immediate, total resolution of the Contract:
a) in the event of non-payment of the Service / Products in the terms set out above;
b) in the event that the Customer is registered in the list of complaints, is subject to enforcement procedures, or is subject to bankruptcy or other bankruptcy proceedings;
c) as well as in all other cases expressly provided for in this Contract.
Article 10 - Intellectual Property
In compliance with the provisions of Law 633/1941 and subsequent amendments and additions, the supply of the described services / products does not imply the ownership of the materials produced by the Supplier, but the assignment of a right of use in accordance with the terms indicated in the contract.
None of the source files used for development, including libraries or third-party software, or graphics, including icons, fonts, images and any other graphic element will be provided to the Customer. What is produced or used by the Supplier is its exclusive property and is protected nationally and internationally by the author's rights and other intellectual property rights.
With the present contract the Customer agrees that the Supplier exhibit in his portfolio - for purely demonstrative purposes - images and information related to his work.
Article 11 - Transfer of the contract
You Are My Guide srl has the right to freely transfer the contract to third parties without the consent of the customer, to whom instead any transfer of the Contract to third parties is prohibited without the express written consent of You Are My Guide srl.
Article 12 - Changes and additions
The contractual relationship between the undersigned Parties is governed exclusively by this Contract.
You Are My Guide Srl reserves the right to modify unilaterally and at any time the general conditions contained in the present Contract and the Offer, due to technical, economic and managerial needs, or due to the law, by committing to communicate mail these changes to the customer. These will have the right to withdraw from the contract within 30 days of receipt of the aforementioned communication, sending in its turn a formal notice of withdrawal by registered letter with acknowledgment of receipt sent to You Are My Guide Srl, at the registered office in Corso Castelfidardo 30 / a , 10128 Turin (TO), Italy.
Article 13 - Nullity of clauses - Acquiescence
This contract, repeals and replaces any agreement, understanding, negotiation, written and oral, previously intervened between the Parties and will also prevail over any unwritten agreement claimed by one of the parties after its signature.
Any nullity of specific provisions contained in this contract will not determine, where possible, the nullity of the entire contract.
In any case, the possible tolerance of a party towards the behaviors assumed by the other in alleged violation of the provisions contained in the present Contract shall never give up the rights deriving from the same.
Article 14 - Regulatory law
The present contract is to be considered atypical, articulated and regulated according to the agreements contained therein and, as far as they are not prepared or for their analogical interpretation, by Italian law and by the norms of the civil code.
Article 15 - Jurisdiction
For any dispute concerning the interpretation, execution and dissolution of this contract the Court of Turin will be competent, with the express exclusion of any other competing or alternative Fora.
Article 16 - Communications
All notices and communications between the Parties foreseen or required by the Contract, or otherwise necessary in relation to it, must be made in writing and communicated, if requested, by registered letter with acknowledgment of receipt or by fax or certified e-mail. , to the addresses indicated by the Parties.
Any change of address and / or fax or e-mail number must be communicated to the other party by registered letter with acknowledgment of receipt and such change will take effect from the date of receipt of the communication.
Article 17 - Protection of personal data
According to the provisions of Legislative Decree no. 196 of 30 June 2003 and subsequent amendments (personal data protection code) the Customer declares that the information referred to in Legislative Decree no. 196 of 30 June 2003 and subsequent amendments; therefore the Customer gives his / her consent to the processing of his / her personal data directly or indirectly, also through third parties, in accordance with the provisions of current legislation, with regard to the purposes necessary for the management of the contract.
The Customer authorizes You Are My Guide srl to treat and communicate to third parties their personal data in relation to the only obligations connected with this contract. Customer data will be processed using paper and electronic means. Responsible for the processing is the Sole Director of You Are My Guide s.r.l. Dr. Ester Liquori.
You Are My Guide may receive and retain certain categories of personal data each time a User interacts with Customer services in order to conduct research and analysis to improve the content, products and services of the Customer. In analyzing the data You Are My Guide does not associate Users' identities with their interactions. The Customer is deemed to be informed on the subject and it will be the Customer's responsibility to provide adequate information, according to the terms established by law, to its Users.