Termini di servizio

GENERAL TERMS AND CONDITIONS

These general conditions ("General Conditions" or "Contract") govern the terms and conditions of use to which Blockchain Italia Srl, with registered office in via Brembo 27, Milan (MI) VAT number 10441490967 (the "Supplier) will provide to the person, natural or legal, or the body, public or private, or the association, identified / or as customer (the "Customer"):

(i) the right to use, through authenticated access to the infrastructure made available by the Supplier, the Internet TokNox Application (which the Customer can access through the URL www.toknox.com or through dedicated software, hereinafter defined as "Application") hosted on the Supplier's technical technological infrastructure (located entirely within the European territory);

(ii) the management and reporting functions suitable for professional use or for a small company (hereinafter referred to as the "Connected Services" and, together with the Application, "TokNox"). This Agreement is made up of these General Conditions and the other documents indicated below, which all form, for all legal purposes, an integral and substantial part.

1. METHOD OF STIPULATION AND PERFECTION OF THE CONTRACT

1.1 The Contract between the Supplier and the Buyer is finalized on the sending by Blockchain Italia of the Registration Confirmation communicated by e-mail to the e-mail address indicated by the Customer during the registration phase as specified in the art. 4 of this Agreement. Registration, subject to full acceptance of these General Conditions by the Customer, constitutes the perfecting moment of the Contract and allows the activation of TokNox by Blockchain Italia.

1.2 Customer acknowledges and agrees not to be able to make any claim for compensation, compensation or claim of any kind against Blockchain Italia. It is understood, in any case, that the access to the Application or the use of the Connected Services by the Customer certifies the acceptance of all terms and conditions referred to in this Agreement.

2. FEES

2.1 The Customer is required to pay the fees for the use of TokNox and the Connected Services (which the Customer declares as of now to know). The Supplier reserves the right to make changes to the Price List, it being understood that the new price list will be applied after the expiry of the paid services subscribed by the Customer.

3. PAYMENTS

3.1 The Customer acknowledges and accepts that the payment of the fees for the services covered by the Contract can only take place by means of one of the methods indicated on the Supplier's web page and within the terms indicated therein.

3.2 In the event of non-payment or delayed payment of any amount due under this Agreement, the Supplier shall have the right to immediately suspend any services due under this Agreement without further notice until receipt of the due amount.

4. REGISTRATION AND ACTIVATION

4.1 The Customer registers through the procedure provided on the website www.toknox.com.

4.2 The customer must enter their credentials to access TokNox. These credentials are made up of a username and password (Access Keys).

4.3 The Customer will receive a confirmation email at the email address through which he registered.

4.4 At the first access, he must verify the correct insertion of his data.

4.5 The Customer undertakes to keep, store, use and keep the Access Keys secret with the utmost care and diligence also in order to avoid the use by unauthorized third parties. It is forbidden for the Customer to assign, for any reason, to third parties, the Access Keys or allow access through the external authentication systems provided for by the Application.

4.6 In this regard, the Customer acknowledges and accepts: that third party knowledge of the Access Keys (or access through external authentication systems) could allow the latter to use the Application and the Connected Services unduly; that the Supplier will not be liable for damages caused to the Customer and / or third parties by the knowledge, or by the use, of the Access Keys (or access through external authentication systems) by third parties, also due to the failure to comply with the above prescribed; that any activity carried out using the Customer's Access Keys (or access through external authentication systems) will be considered carried out by the Customer with which the relevant Access Keys are associated and the Customer will be held responsible for such use.

4.7 The Customer nevertheless undertakes to indemnify and keep the Supplier harmless from any claim that may be made against him in any capacity for the violations of the provisions of this article.

5. USE OF THE APPLICATION

5.1 The customer has the opportunity to purchase different types of TokNox subscriptions.

5.2 The Customer will have the opportunity to activate a paid subscription to Invoices of limited duration. For activation, the signing of the General Contract Conditions will be required.

5.3 The Customer can use TokNox only in the ways expressly indicated in this Contract and in compliance with the law. In doing so, the Customer must comply with any technical limitations of the Application and the Connected Services and the intended methods of use. By way of example and not limited to, the Customer cannot: reverse engineer, decompile or disassemble the Application unless such activities are expressly permitted by law and in any case within the limits of these provisions; publish the Application to allow others to duplicate it; use TokNox in contrast with legal regulations.

5.4 The Customer acknowledges that to use TokNox he will have to equip himself with electrical, electronic or any other kind of equipment, software, telephone and / or network services and anything else necessary and that, therefore, TokNox does not include the supply by the Supplier of tools necessary for accessing the internet. The Customer also undertakes to keep the Supplier harmless from any claim that may be made against the latter in any capacity or in any way connected with the unsuitability of the hardware and / or network and / or software systems designed to allow the correct use of TokNox. The Customer acknowledges that the internet is not controlled by the Supplier and that, due to the peculiar structure of the aforementioned network, no public or private entity and even the Supplier is unable to guarantee and monitor the performance and functionality of the branches of the network and check the contents of the information that is transmitted through your network. For this reason, no responsibility can be attributed to the Supplier for the transmission or reception of illegal information of any nature and species.

6. MALFUNCTIONS OR FAULTS

6.1 In case of reporting of faults or malfunctions, the Customer undertakes to provide all the specifications and information that may be requested by the Supplier.

6.2 In the cases referred to in the previous point where the complaint complained of by the Customer refers to problems relating to the Internet network or to the Blockchain infrastructure, for which the Supplier is not responsible, the Customer cannot claim any type of claim against the Supplier himself.

7. EXECUTION OF TOKNOX

7.1 The Customer acknowledges and accepts that TokNox is provided "as is" and is characterized by constantly evolving technology; for these reasons, the technical characteristics of TokNox and the conditions of the offer may be modified when this is made necessary by technological evolution and by supply and / or organization needs.

7.2 The Customer now provides its authorization so that the Application and the Related Services can be provided in whole or in part through a Blockchain or other DLT (Distributed Ledger Technology) identified by the Supplier.

8. CUSTOMER IDENTIFICATION

8.1 The Customer has the obligation to promptly communicate his personal data to the Supplier and guarantees that they are correct, current and true. The Customer also undertakes to promptly communicate any variation of personal data useful for the correct issue of sales documents relating to the purchase of services. In the event of incorrect data, the Customer is required to notify the Supplier no later than the thirtieth day from the issue of the document.

8.2 The Customer acknowledges and accepts that, if he has communicated to the Supplier false, non-current or incomplete data, the latter reserves the right to suspend access to TokNox and / or to terminate the Contract pursuant to article 1456 of the Civil Code, withholding the sums paid by the Customer and reserving the right to request compensation for greater damage. In any case, it is understood that all data communicated by the Customer to the Supplier will be covered by the confidentiality obligation set out in this Agreement.

9. RETURN OF DATA

9.1 The Customer may back up his data processed by using the Application at any time for the duration of this Agreement. Once this term has elapsed, the data will be further recoverable within the term provided for in the Agreement for the protection of personal data pursuant to art. 25. The Customer acknowledges that from the termination of the Contract it will no longer be possible to recover any data and / or information and / or content that he has entered and / or processed in the virtual infrastructure and undertakes, now for that moment, to obtain a copy of such data and / or information and / or contents promptly before the definitive termination of the Contract. In any case, for any reason for termination of the Contract, the Customer relieves, now for then, the Supplier from any and all responsibility for any loss or total or partial damage to data and / or information and / or content entered and / or processed by the customer himself.

10. LIMITS ON THE USAGE OF TOKNOX

10.1 With the activation of TokNox, the Customer is considered unique and exclusive responsible for the use of TokNox. The Customer acknowledges that he is solely responsible for the content entered, present, transited and / or stored on the servers hosting TokNox and on the Blockchain, in addition, he undertakes to use TokNox exclusively for lawful purposes and permitted by law from time to time applicable, by the rules of diligence, morals and public order and in any case, without infringing any third party rights.

10.2 The Supplier is not required to verify the data and content registered on Blockchain through its virtual infrastructure and does not make any conservation of it. In the event of loss of the content by the Customer, Blockchain Italia will not be able to provide a copy. The Supplier cannot in any way be held responsible for the nature and characteristics of such data, nor for any errors and / or omissions thereof, as well as for any direct and / or indirect damages deriving to the Customer and / or third parties from the use of the data themselves.

10.3 The Customer undertakes to indemnify and hold harmless the Supplier from any cost, expense or damage that may be caused to the Supplier following actions by third parties, including public authorities, consequent to violation of the commitments referred to in this article.

10.4 The Customer must comply with the limits indicated in his plan, which he will have chosen when activating the service.

10.5 The Supplier provides personalized plans whose cost will vary according to the needs. The customer is therefore required to contact B-ZERO to report their needs and thus evaluate the most suitable offer.

11. CASES OF SUSPENSION AND / OR INTERRUPTION

11.1 The Supplier will make every reasonable effort to ensure maximum availability of the TokNox service. The Customer acknowledges and accepts that the Supplier may suspend and / or interrupt TokNox to guarantee the ordinary or extraordinary maintenance interventions that are appropriate and / or necessary both to the premises hosting the infrastructure and to the servers and / or equipment contained therein. In such cases, the Supplier undertakes to restore the virtual infrastructure in the shortest possible time in order to reduce the inconvenience created for the Customer.

11.2 The Supplier also has the right to suspend and / or interrupt the supply of the Application and the Linked Services: in the event of improper use or violations of this Agreement; in the event of failures and / or malfunctions to the network and to the TokNox supply devices dependent on unforeseeable circumstances or force majeure or which present a danger to the network, to people and / or things, as well as in the case of modifications and / or non-programmable and / or foreseeable and technically indispensable maintenance; if there are justified reasons of security and / or guarantee of confidentiality; in the event of incorrect or non-compliant use of TokNox by the Customer or in any case failure by the Customer to comply with legal obligations regarding the use of IT services and the Internet; in case of TokNox problems that cannot be remedied without suspending or interrupting TokNox, in any case informing the Customer about the times of intervention and resolution of the problems encountered;

11.3 In any case, the Customer must notify the Supplier within 24 (twenty four) calendar hours of any irregularities or malfunctions of TokNox. Any damage caused by non-timely communication by the Customer will not be attributable to the Supplier.

12. SERVICE LEVEL AGREEMENT ("SLA")

12.1 The Supplier and the Customer mutually acknowledge that Access to the Web Application and the use of the Connected Services will be provided by the Supplier with the guarantee of a level of availability of the services equal to 99% of the time 24 hours a day 7 days out of 7 throughout the year (Service Level Agreement, SLA).

13. WARRANTIES AND LIABILITY

13.1 The Supplier's obligations and responsibilities towards the Customer are those defined by the previous article. In any case of violation or non-fulfillment attributable to the Supplier, the same will respond within the limits set by the SLA, expressly excluding, now for then, any other compensation or compensation to the Customer for direct or indirect damages of any nature and species. The Customer acknowledges and accepts, now for then, that in all cases in which the SLA does not apply, Blockchain Italia will respond only within the limits of the amount spent by the Customer in the last 12 months.

13.2 The Customer acknowledges and accepts that the Supplier does not issue express or implied declarations and guarantees that TokNox is suitable for meeting the Customer's needs or that it is free from errors. The Customer acknowledges that the Supplier, in no case, can be held responsible for any damage that may arise to the Customer or to third parties as a result of delays, non-performance or malfunctions and / or interruptions in the delivery of TokNox. In any case, within the maximum limits permitted by law, the Supplier's liability will never exceed the amount of the sum spent in the last 12 months by the Customer.

13.3 The Customer also acknowledges that the Supplier in no case can be held responsible for any damage that may arise to the Customer himself or to third parties as a result of the use of TokNox as well as of the processing generated by the Application or through the Connected Services, being the Customer in any case required to verify the correctness of the processing obtained using the Application or the Connected Services.

13.4 Without prejudice to the generality of the provisions of this article 3, the Customer accepts and acknowledges that in no case can the Supplier be held liable in the event of network failures and / or malfunctions nor, in any case, can he be held responsible compensation for loss of profit.

14. INTELLECTUAL PROPERTY

14.1 The Customer is obliged to use TokNox in compliance with the intellectual and / or industrial property rights of the Supplier and / or third parties. The Customer accepts and acknowledges that the ownership of the Application, including the source codes and any adaptations, developments and improvements made by the Supplier, of the related documentation, as well as all the rights to use them economically, remain with the Supplier. Any material that is the subject of intellectual and / or industrial property rights in favor of third parties and that is made available to the Customer through TokNox, will be used by the Customer in compliance with these rights. The Customer assumes all responsibility in this regard, and undertakes to indemnify and hold harmless, for now, the Supplier from any prejudicial consequences.

14.2 In the event that the Customer violates the industrial or intellectual property rights of the Supplier and / or third parties, the Supplier reserves the right to terminate the Contract by express termination clause, pursuant to and for the purposes of article 1456 of the code civil.

14.3 The ownership of all rights on the brands, logos, names, and other distinctive signs however associated with TokNox belongs to the Supplier, with the consequence that the Customer cannot in any way use them without the prior written authorization of the Supplier himself.

15. LOG LOG

15.1 With reference to the provision of the Application and the Connected Services, the Customer expressly acknowledges and accepts the existence of the Activity Log (LOG - data relating to telematic traffic), compiled and kept by the Supplier or by the Provider, in the terms and in the manner established by law. The aforementioned register constitutes full and incontrovertible proof of the facts and acts performed by the Customer in front of the Supplier and / or third parties; it is of absolute confidentiality and can only be exhibited and / or supplied upon request of subjects expressly indicated by law. The Supplier adopts all the technical and organizational measures necessary to guarantee the confidentiality of the connection registers.

16. DURATION

16.1 The duration of the Agreement is agreed from the date of activation of TokNox for a period equal to the duration of the subscription chosen as indicated in the Price List, tacitly renewed for an equivalent period in the absence of withdrawal to be sent by registered mail with return receipt. to Blockchain Italia S.r.l. Via Brembo 27, 20139, Milan (MI) or by certified email (PEC) blockchainitaliasrl@legalmail.it

17. WITHDRAWAL

17.1 Blockchain Italia reserves the right to withdraw from the Contract at any time and without obligation to state reasons, by giving written notice to the Customer, with at least 30 (thirty) days' notice, except in the case of events caused by force majeure, by virtue of which the Supplier reserves the right to withdraw from this contract with immediate effect. Once the aforementioned term has elapsed, the Contract must be considered terminated and / or terminated and Blockchain Italia may at any time deactivate the Service without further notice and reimburse the Customer for any amount already paid. In any case, any other liability of Blockchain Italia is expressly excluded for the exercise of the right of withdrawal and / or for the non-use of the Service by the Customer or the consequent right of these to claim any other refund or indemnity or compensation for any type and gender.

17.2 The customer acknowledges that after the termination of the contract, the provisions of art. 9 will apply.

18. EXPRESS TERMINATION CLAUSE

18.1 Failure by the Customer to fulfill the obligations referred to in Articles 8, 3, 13 and 14 of this Contract, unless determined by unforeseeable circumstances or force majeure, may result in the termination of the contract pursuant to art. 1456 c.c ..

18.2 The Supplier's right to obtain compensation for all damages suffered is however reserved.

18.3 The Customer may terminate the contract at any time, without any penalty and without claiming refunds, indemnity or compensation, by canceling the user and data through the methods provided by the application.

18.4 The Customer has the right not to renew the Contract at the end of the license period without any notice and without any penalty.

19. UNILATERAL MODIFICATIONS AND SINGLE AGREEMENT

19.1 The Customer acknowledges and accepts that the Application and the Connected Services are characterized by constantly evolving technology, for these reasons Blockchain Italia reserves the right to improve the technical and economic characteristics of the Application and the Connected Services, of the tools related to them and to change the conditions of the Contract and the SLA at any time, even after its signing, without this giving rise to obligations of any kind for the Customer.

19.2 If the Supplier changes the contractual conditions in any part, these changes will be communicated to the Customer by e-mail or upon accessing the Application. The aforementioned changes will take effect 10 (ten) days from the date of their communication. In the same term, the Customer may exercise the right to withdraw from the contract with written communication to be sent with the methods and timescales provided for in the previous article 17. In the absence of exercise of the right of withdrawal by the Customer, in the terms and in the ways indicated above, the variations will be considered definitively known and accepted by them.

19.3 Blockchain Italia may vary the technical characteristics, systems and resources as a consequence of the normal technological evolution of the hardware and software components, guaranteeing the same basic functions to the Customer.

20. CUSTOMER STATEMENTS

20.1 The Customer declares to have all the rights and powers necessary to conclude and fully implement this Agreement.

21. CONFIDENTIALITY OF INFORMATION

21.1 The Customer undertakes not to disclose or make in any way available to third parties the confidential information known or managed in relation to the execution and / or application of this Contract without the specific written consent of the Supplier.

22. APPLICABLE LAW AND EXCLUSIVELY COMPETENT COURT

22.1 This Agreement is subject to Italian law.

22.2 If the Parties intend to apply to the ordinary judicial authority, the competent court is that of the place of residence or elected domicile of the Consumer, mandatory pursuant to art. 33, paragraph 2, lett. u) of Legislative Decree 206/2005. If the Customer is not qualified as a "Consumer", the exclusive forum with reference to any dispute relating to this Contract, to its interpretation or execution, will be the court of Milan (MI).

23. ONLINE DISPUTE RESOLUTION FOR CONSUMERS

23.1 The consumer residing in Europe must be aware that the European Commission has set up an online platform that provides an alternative dispute resolution tool. This tool can be used by the European consumer to resolve non-judicially any dispute relating to and / or deriving from contracts for the sale of goods and services entered into online. Consequently, if you are a European consumer, you can use this platform for the resolution of any dispute arising from the online contract entered into with the Owner. The platform is available at the following link (http://ec.europa.eu/ consumers / odr /). The Data Controller is available to answer any questions sent by email to the email address published in this document.

24. FINAL PROVISIONS

24.1 This Agreement cancels and replaces any other previous agreement that may have occurred between the Supplier and the Customer attributable for any reason to the same user (with the same email) and concerning the Service and constitutes the ultimate and integral manifestation of the agreements concluded between the Leave on that object.

24.2 In any case, any breaches and / or behaviors of the Customer that differ from the Contract may be considered as derogations from the same or tacit acceptance of the same, even if not contested by the Supplier. Any inertia of the Supplier in exercising or enforcing any of the rights or clauses of the Contract does not constitute a waiver of these rights or clauses.

24.3 Unless otherwise expressly stated in the Contract, all communications to the Customer may be made by the Supplier indiscriminately by hand, via certified and non-certified e-mail, by registered letter with return receipt, ordinary mail at the addresses indicated by the Customer during registration or subsequently acting on the User panel on the site and, consequently, the same will be considered known by them. Any changes to the customer's addresses and contact details, including the e-mail address indicated during the order phase, not communicated to the Supplier in the manner provided for in the Contract, will not be enforceable against it.

24.4 Except for the cases specifically provided for in the Contract, all communications that the Customer intends to send to the Supplier relating to the Contract, including requests for assistance, must be sent by e-mail or the Assistance desk on the site. In fact, from the Support area it will be possible to send a request for technical assistance.

24.5 The possible ineffectiveness and / or invalidity, total or partial, of one or more clauses of the Contract will not result in the invalidity of the others, which must be considered fully valid and effective.

24.6 Although not expressly provided for in the Contract, the Parties expressly refer, to the extent possible, to the applicable laws.

24.7 Any complaints regarding the provision of the Service, also regarding failure to comply with the SLA, must be addressed to Blockchain Italia via email. The Supplier will examine the complaint and provide a written response within 10 (ten) days of receipt of the same. In the case of complaints for facts of particular complexity, which do not allow a complete answer in the above terms, the Supplier will inform the Customer within the aforementioned terms on the progress of the practice. The Customer undertakes not to transfer the contract to third parties without prior written authorization from the Supplier.