The following General Terms and Conditions (hereinafter also ” Agreement ” or ” Contract “), accessible via the website https://FinScience.com/en/ (the ” Site “), govern the licence by FinScience Srl, with registered office in Milan, Foro Buonaparte , 71 , VAT number 09841570964, (hereinafter also the ” Supplier “), in favor of the user (the ” Customer “), to use the FinScience software (hereinafter the ” Software “), representing an alternative information support for those who operate on the financial service markets, on an SaaS basis (Software as a Service).
The Software will be accessible through a platform (hereinafter the “Platform“), through authorization and authentication passwords that will be communicated by the Supplier and will be used by the Customer under its own responsibility.
By ticking the appropriate box on the landing page to gain access to the platform, the Customer declares to have throughout read and accepted these General Conditions.
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Art. 1 – Preambles and attachments.
1.1. The preambles and annexes form an integral part of this agreement (hereinafter jointly referred to as the “Agreement” or “Contract“).
Art. 2 – Subject of the Contract.
2.1. This Agreement is for the supply by the Supplier to the Customer, of one or more licenses for the access to Software on an SaaS (Software as a Service) basis, together with the provision of applicable assistance and support services (the assistance and support services, hereafter referred to as the “Services“).
Access to, and use of, the Platform by the Customer must comply with the provisions set out in the Agreement. The Customer acknowledges and agrees that the Supplier may, at its discretion and without notice, discontinue the use of the Platform and deactivate the Customer’s account, if the Platform is used in a way that does not comply with the provisions of the Agreement.
The Supplier may make available to the Customer a “trial” version, free of charge, which will automatically expire after 14 (fourteen) days from activation, without prejudice to the faculty of the Supplier, at its sole discretion and without any prior notice, to deactivate the Customer account trial, and which will be considered governed by these general contract conditions.
2.2 In general, the Software will consist of a Platform, hosted on cluster of server that the Supplier has available in a Google Cloud environment, consisting of the following components:
a) A basic module called FinScience Platform, through which the Customer can view on a dashboard the progress of the information signals contained in the platform. For each information signal, it will be possible to examine the most popular digital contents and the alternative digital metrics contained on the Platform.
All metrics shown on the platform will always refer to the last day of complete availability of the same. In general, on day X the digital metrics relating to day X-1 will be downloadable. Any request for data download other than the one shown, will be priced by the Supplier based on the specific requests of the Customer.
2.3. In general, the Services, subject to agreement with the Supplier, will consist of the supply of:
a) Technical support activities. A dedicated address will be made available to the Customer for the report of any failures, anomalies or disservices, which will be managed by the Supplier in accordance with the provisions more specifically in paragraph 3.9.
b) Assistance in the use of the Software (if applicable): the Supplier will make available to the Customer a Business Analyst, for support and / or training needs related to the Software. The Business Analyst will dedicate to the Customer a number of monthly working hours defined in the order form and shall be his main operational contact point.
2.4 It is understood between the Parties that the obligation that the Supplier assumes pursuant to the Agreement is an obligation of means and not of results. The Supplier, therefore, guarantees only the provision of the Platform in SaaS mode as well as the fulfillment of the Services described in the previous article 2.3., and that such Services will be provided in a workmanlike manner , but not also that from said activity can derive a specific result, other than the correct and timely execution of the Services. Therefore no liability can arise for the Supplier for any losses, damages or minor gains that the Customer may suffer or not achieve following the execution of the Agreement.
2.5 Pursuant to art. 1655 cc, the Supplier is committed to perform the Services with its own organization of the necessary means and with management at its own risk, in complete independence and without any obligations to the Customer, save for that resulting from timely implementation of the Agreement. Therefore, the Parties expressly agree that this Agreement does not in any way establish an agency or similar relationship between them and does not serve to establish any type of joint venture between the Parties, which will each continue to carry out their respective business activities as separate and autonomous entities, with their own means and organizations at their own risk.
Art. 3 – Use of the Software and Platform – Intellectual Property
3.1 The Customer will have remote access to the Software through a specific URL indicated by the Supplier and through the use of unique authorization and authentication credentials which will be communicated by the Supplier and will be used by the Customer under its own responsibility.
3.2 Access to, and use of the, Software and Platform by the Customer, must comply with the provisions established by the Agreement and its annexes. The Customer acknowledges and accepts that the Supplier may, at its discretion and without prior notice, discontinue the use of the Software and deactivate the Customer’s account, if its use does not comply with what is set forth in the Agreement.
3.3 The Customer declares and acknowledges, as of now, also assuming full responsibility, that all the access keys to its and / or third party systems, information, contents, data, texts, images, however eventually shared with the Supplier in execution of the Agreement and to be used in the Software, are in its legitimate and full availability and do not violate any copyright, trademark, patent or other third party rights deriving from law, contract or practice. The Customer, therefore, shall hold harmless and indemnify the Supplier from any and all action by third parties or, in any case, any liability connected to the correctness and truthfulness of the information and data transmitted to the Supplier or, in any case, used with the Software in execution of this Agreement.
3.4 The Supplier will not be responsible for the saving of data and information transmitted by the Customer and used with the Software. The Customer, therefore, will have to carry out, under his own responsibility and care, the back-up in relation to what may be transmitted and provided in execution of the Agreement.
3.5 It is understood that the Supplier is and will remain the exclusive owner of all rights and interests connected to the Software and of any intellectual property directly or indirectly connected or related to it, including any further development of the same.
3.6 The non-exclusive and non-transferable license to use the Software is granted for a limited time for the validity of this Agreement and with the express exclusion of any economic and marketing exploitation. More specifically, the license granted includes:
right of use: (i) use of the Software for the uses expressly permitted by the Agreement; (ii) use of the Services for the sole purpose of allowing the correct use of the Software.
The license is granted to the Client for a fixed term, being instrumental and accessory to the purposes of the Agreement. The license will therefore automatically terminate upon termination of this Agreement for any reason.
In any event, whether early or not, of termination of this Agreement, the Customer must immediately stop using the Software and the Services.
3.7 The rights granted in the previous article are also subject to the following limitations:
(i) The Customer or any other subjects holding a license shall not decompile, reverse engineer, reproduce, translate, adapt, transform the Software, even through third parties;
(ii) The Customer or any other persons in possession of a license shall not modify the Software nor will they use the Software for the general development of similar applications or, in any case, for unauthorized uses;
(iii) The Customer or any other licensed subject shall not make full use of the Software in the absence of the following minimum requirements:
● A connection to the internet that puts in communication the Customer’s computer with the Software;
● An access to unique Software per session: simultaneous access by multiple clients using the same credentials could invalidate the use of the Software by those users who have already logged in to the same;
● A minimum resolution of the client monitor of 1024×768 pixels: the optimal resolution recommended is 1280×800 pixels;
● One of the supported web browsers: Google Chrome , Mozilla Firefox and Microsoft Edge in their latest updates following the date of signature of this Agreement.
The Supplier is to be considered released from the presence and verification of the aforementioned minimum requirements.
3.8 The Customer expressly undertakes towards the Supplier, without his prior written authorization:
a) not to grant the Software in use, sub-license, rental, leasing, loaned or, in any case, not to dispose of the Software, in any other capacity, in favor of third parties;
b) not to assign the license to any third party;
c) not to transmit the data and information acquired through the use of the Software to any third party and to use them exclusively in the context of its activity.
3.9 The Software, related materials and the relevant documentation are provided by Supplier on an “as is” basis. Their use is at the sole risk and responsibility of the Customer, who recognizes as of now that he is solely responsible for any damage to its equipment or for loss of data resulting from the use of the Software.
The Supplier warrants that the Software supplied performs the functions described in the Agreement and in any technical documentation, if any, provided that the Software is used in accordance with this Agreement. However, the guarantee of continuous and error-free operation is excluded. Only software errors that significantly reduce the value or the suitability for use provided in this Agreement will give rise to an obligation onto Supplier.
In any case, the Customer will promptly notify any malfunction of the Software to the Supplier, who must receive all the documents and information necessary or required for the activation of the technical support service. In any case, the warranty is excluded if the Customer does not notify the Supplier of the anomalies found, within a maximum of 7 days or in the event that the Customer makes changes to the Software without the prior written consent of the Supplier or makes unauthorized use of it.
The Supplier will consequently activate the technical support service, taking in charge the Customer’s notification within the following eight (8) working hours. The taking in charge implies a first written feedback to the Customer in relation to the notification received from the Customer and an estimate of the recovery times necessary to restore the normal use conditions of the Software.
The Supplier is not to be held responsible in case of lack of data in the Software not directly attributable to its activity, or in cases where for any reason:
● the data should not be accessible to the source;
● the services of the Google Cloud platform are not available for the acquisition and processing of data.
The Supplier is not to be held responsible in case of disservice relating to the Software and consequent to the malfunction of the Google Cloud platform for reasons not directly attributable to the Supplier. In these cases, the Supplier will comply with the Service Level Agreement guaranteed by Google:
The Supplier is in no way responsible for any failure to achieve the results that the Customer intends to obtain by using the Software or for any violations of the law made by the Customer, or by third parties, through the use of the Software.
The Supplier is committed to promptly and in writing, at least 24 hours in advance, notify any releases or scheduled maintenance activities.
Art. 4 – Consideration.
4.1 Upon the correct performance of the Services by the Supplier pursuant to this Contract, the Customer will pay the Supplier the amount indicated in the relevant order form, except as provided for in article 2.1, third paragraph, in relation to the Free trial version.
Art. 5 – Limitation of responsibility and termination.
5.1 Without prejudice to cases in which the exclusion or limitation of liability is mandatorily excluded by law, in no case can the Supplier be held liable for direct or indirect damages suffered by the Customer and / or third parties and attributable to use of the Software or Services in general.
5.2 The Customer ensures and guarantees that he owns all the materials shared with the Supplier, and that he has all rights and licenses on these materials which are necessary to allow their legitimate use by the Supplier, or his agents, for the purposes of providing the Services referred to in the Agreement, thus relieving the Supplier of any and all costs, expenses or requests from third parties in relation to such materials, data and information.
5.3 Each Party will have the right to terminate this Agreement at any time, pursuant to art. 1454 of the Italian Civil Code, in the event of the other Party’s breach of any of the obligations imposed on it by this Agreement. To this end, the Party that suffers the default will have to assign to the other Party, by registered letter, a term of not less than fifteen days to remedy it. Once this term has elapsed without the other Party having remedied the breach, the Contract will be considered terminated, without prejudice to the right to compensation for damage.
Art. 6 – Applicable Law and Competent Court
7.1. This Agreement is governed by Italian law. For any dispute deriving from the application and / or from the interpretation and / or from the execution and / or validity of this Agreement, the Court of Milan shall be competent with the express exclusion of any other alternative Court.
Art. 7 – Amending Pacts
7.1. Any modification, replacement, integration or derogation from the provisions of this Agreement must be in writing.
Art. 8 – Applicable Discipline
8.1. For what is not expressly provided in this Agreement, the rules of the civil code will apply.
Art. 9 – Confidentiality
9.1 During the course of the Agreement each of the Parties may have access to confidential information owned by the other Party, such as, for example, information and technical data relating to software, prices, costs, administrative, commercial and / or management, personal data, etc. (the “Confidential Information“) which are strictly confidential and confidential. The receiving party (the “Receiving Party“), therefore, you agree to keep confidential the Confidential Information and take all reasonable precautions to protect the Confidential Information of the other Party and to prevent their disclosure, publication or communication, if not strictly necessary for the purposes of the execution of this Agreement and except and to the extent that this Confidential Information:
a) are already known to the Receiving Party and not subject to a confidentiality obligation;
b) are or become in the public domain and the Receiving Party is not responsible for this;
c) are revealed by a third party not subject to confidentiality restrictions;
d) have been independently processed by the Receiving Party;
e) must be disclosed by law or public authority;
f) their disclosure is expressly authorized the other Party.
9.2 The Receiving Party commits not to copy, duplicate or otherwise reproduce, or to allow copying, duplication or reproduction of any property Confidential Information of the other Party, except to the extent reasonably necessary for the performance of their duties pursuant to the Agreement or authorized by the other Party or required by the public authorities or competent bodies, and in any case by promptly informing the other Party.
9.3 Should it becomes necessary, for the purposes of the Agreement, also disclosing to its employees, for any reason, the Confidential Information, even partially, the Receiving Party will make sure that such employees are subject by the same confidentiality obligations contained in this Agreement and, in any case, will be responsible for the violation of the same by the same subjects.
9.4 At the termination of this Agreement for any reason intervened, the Receiving Party is committed to deliver and return all materials which are the property of the other Party which are in his possession or under his control.
Article 10 – Miscellaneous
10.1 Any authorization or renunciation granted or to be granted by one Party to the other will not affect the subsequent exercise by the same of its full rights pursuant to the Agreement.
10.2 Any communication, approval, instruction or other written communication provided for in the Agreement is valid if made by delivery to the other Party or by e-mail with confirmation of receipt, by fax or registered letter with return receipt, to the address e-mail or fax number indicated during registration. Any communication to the Supplier must be sent to:
Finscience Srl (“Supplier”)
Attention: Ms. Monica Bettero
Fax no.: 02.93.66.42.81
Tel. No.: 02 76281064
10.3 General provisions
10.3.1 Any invalidity, voidability or ineffectiveness of one or more clauses of the Agreement does not extend to the remaining clauses and the Parties will undertake to replace any null or ineffective clause with other valid and effective clause, having similar content of the clause replaced.
10.4. Data processing
10.4.1 The Parties mutually undertake to process and collect the personal data of the other party that are acquired by them in the execution and in dependence of the contractual relationship and to observe and make their employees and any subcontractors observe the provisions referred to in Legislative Decree 30 June 2003, n. 196, as well as of EU Regulation 2016/679 (hereinafter, collectively, the “Privacy Law“).
10.4.2 The Supplier guarantees, insofar as it is his responsibility and within the limits of the Services covered by this Agreement, that the Software does not involve the processing of third party personal data. However, in cases where the activities envisaged for the execution of the Contract should result in the execution, by the Supplier, of third party personal data processing operations that the Customer, for any reason, should process pursuant to the Regulations Privacy, the Parties recognize and guarantee each other that all third party data processing operations carried out in execution of the Contract will be performed in accordance with the Privacy Law.
10.4.3 In this regard (i) the Supplier will proceed only to the processing operations functionally necessary for the execution of the Contract as Data Processor, on the basis of a specific and written appointment by the Customer; (ii) the Customer will ensure that the data that is made accessible to the Supplier for the execution of the Contract has been processed and made accessible to the Supplier in accordance with the Privacy Law; (iii) each Party undertakes to promptly communicate to the other any relevant circumstance, anomalous situation, emergency occurred in the processing of personal data carried out and any request presented by interested subjects, by the Guarantor for the protection of personal data or by other competent authorities; (iv) each Party undertakes to collaborate with the other and to do what is necessary, within the limits of its role and competence, in order to allow the other Party to fully comply with the Privacy Law.
Art. 11 – Final clause
11 .1. The Agreement constitutes the entire contractual regulation between the Parties in relation to the subject matter therein, and therefore fully replaces and terminates any previous or separate agreement, written or oral, in this regard.
Last updated: 28/05/2020