“AQRATE” Service General Contractual Conditions
December 30th, 2018 update in compliance with the GDPR (EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data)
Welcome to AQRATE. By accessing the application, users accept these conditions.
These general conditions of the contract (hereinafter the “Contract”) govern the sale of services supplied through the web application called “AQRATE”, accessible in protected mode from the website www.aqrate.biz using personal login credentials (“Username” and “Password”), which may be supplied by AQRATE S.r.l.
Those services are supplied by AQRATE S.r.l., with registered office in Bologna, via Galliera, 8 – 40121, Tax Code and VAT No. IT03441831207, to Legal Persons (hereinafter referred to as “Clients”).
AQRATE S.r.l. grants the Client the non-transferrable, non-sublicensable, non-exclusive right to use the web Application and the services linked to it which can be used from the website: http://www.aqrate.biz.
Use of the Service requires Internet access with a broadband connection and use of the browsers indicated on the application login page.
The two operator profiles envisaged, to be enabled by the Client to use the Aqrate service, are hereinafter identified as “users” or “user”:
- Superuser: user authorised to access all data relating to the projects created by users from their own company;
- User: user authorised to access data relating to projects they themselves created.
The user acknowledges and accepts that, for the purposes of the Contract, any access to AQRATE using the login credentials supplied by AQRATE S.r.l. shall be considered to have been made by the Client.
The contract is executed when the purchase order is signed and these conditions accepted. Should the user have entered into another contract with us, relating to specific services or software, in the event of conflict with these conditions, then the conditions of that contract would prevail.
3. User personal content.
Users retain all rights over and ownership of their own content. AQRATE S.r.l. does not claim any right of ownership over user content.
4. Intellectual Property – Copyright.
4.1. 4.1. AQRATE S.r.l. is the exclusive owner of the parts of the www.aqrate.biz website and of the AQRATE application, all included, none excluded based on copyright law. Any commercial use of it, full or partial reproduction or revision, transmission in any form and by any method, without prior written permission from AQRATE S.r.l. is prohibited.
4.2. 4.2. The use of AQRATE complies with personal data protection and intellectual property laws: the Client, who is responsible for preserving and for keeping secret the password chosen, being the holder – as a result of the purchase and registration – of a personal, non-transferrable right of access to the reserved area, undertakes to hold harmless and indemnify AQRATE S.r.l. concerning any claim and/or demand deriving from use and/or abuse by third parties. AQRATE S.r.l. reserves the right to suspend the username and password assigned to the Client if it believes that an issue with security or unauthorised use exists or is very likely to exist.
Concerning processing of the personal data which is the subject of this contract, AQRATE S.r.l. and the Client, each within its own sphere of competence, undertake to comply with the privacy regulations in force and in particular the EU Regulation 679/2016 – General Data Protection Regulation (hereinafter identified by the acronym “GDPR”).
Based on the fact that AQRATE S.r.l. may process personal data of Clients’ users during the provision of the service, for the purposes of data protection laws, the Client is the titleholder of the processing of such personal data and AQRATE S.r.l. is the data controller, which can be contacted at the email address firstname.lastname@example.org.
The processing of personal data by AQRATE S.r.l. is governed by the GDPR, which is binding on AQRATE S.r.l. towards the Client and his users.
Given that AQRATE S.r.l. cannot have complete control over the personal data that the Client users decide to upload to the AQRATE platform, AQRATE S.r.l. undertakes to:
– process the personal data of the Client’s users only in accordance with the GDPR and with any instructions documented by the users themselves (to the extent necessary to provide the AQRATE service and to comply with the obligations under this Contract);
– process personal data only for purposes connected with or instrumental to the provision of the AQRATE service and to improve the services and product offerings of AQRATE S.r.l.;
– ensure that any natural person acting under its authority and who has access to personal data must process them only in accordance with the GDPR and any instructions from the user (unless this is required by applicable law);
– inform the Client if the applicable law requires the processing of personal data in a way that does not comply with any instructions from the user, unless it is prohibited by law for important reasons of public interest;
– inform the user if, in its opinion, any instructions given violate data protection laws;
– implement and maintain appropriate technical and organisational security measures to ensure a level of security appropriate to the risk, including the risk of unauthorised or unlawful processing of personal data, and loss, unauthorised alteration, disclosure or destruction of or damage to personal data.
– provide the Client with all cooperation and assistance reasonably required by the Client to enable the Client to notify a possible breach of personal data in Aqrate to the relevant supervisory authorities and the persons concerned (as the case may be).
– assist the Client in assessing the impact of the processing of personal data in the Aqrate service and in any consultations with a supervisory authority, if and to the extent that an assessment or consultation is required under the data protection laws;
– implement appropriate technical and organisational measures to fulfil the obligation to respond to requests from users concerned to exercise their rights of access, rectification, erasure, restriction or opposition to the processing of their personal data or to the portability of such data;
– share personal data only with their employees and sub-processors who offer sufficient guarantees for the implementation of measures to ensure that the processing carried out by them meets the requirements of the GDPR, the agreements contained in this contract and protects the rights of subjects involved;
– hold personal data only for the period strictly necessary for the correct and complete provision of the Aqrate service governed by this agreement, unless the Client explicitly requests an extended holding period in accordance with applicable privacy laws
6. User Behaviour and Responsibilities.
Users of AQRATE expect courtesy and professionalism.
Users must use the Services responsibly and agree:
- not to disclose password and/or personal identification codes (usernames) and/or, in any case, login credentials;
- not to enable or permit others to use the Services or the Software with their own account details;
- to immediately notify AQRATE S.r.l. should the secrecy of their login credentials be compromised;
- not to copy all or part of the software programs included in the Service;
- not to copy, modify, host, sublicense or resell the Services;
- not to do anything that could compromise the security of the system.
- not to access or attempt to access the Services using methods other than the interface we have supplied or authorised;
- not to bypass any access or use restriction for preventing some uses of the Services;
- not to share content or behave in any way that infringes anyone’s intellectual property rights. By “Intellectual property rights” we mean copyright, moral rights, trademarks, trade dress, patents, forms of protection of trade secrets, unfair competition, rights to privacy and to publicity, and other ownership rights;
- not to share any content that is illegal, dangerous, threatening, offensive, criminal, defamatory, slanderous, vulgar, fraudulent, blasphemous, prejudicial to the privacy of others or incites hate;
- not to pretend to be any other natural person or legal person, make false statements concerning their relationship to a natural person or a legal person, or otherwise misrepresent themselves;
- not to attempt to disable, compromise or destroy the Services, the software or the hardware;
- not to interrupt, interfere with or prevent others users from using the Services;
- not to violate the laws in force.
7. Guarantee and responsibility for the services.
AQRATE S.r.l. undertakes to do everything in its power to supply the service without interruption. Should it be forced to interrupt use of the service due to exceptional circumstances or for maintenance, it will keep such interruptions or suspensions to the minimum possible, promptly updating the Client by e-mail and on its website. AQRATE shall not be held liable in any way for suspensions and interruptions caused by third parties and declines all responsibility for any Client claims concerning impossibility of using the service, for any reason.
The code, data and material contained in AQRATE are processed, reviewed and updated precisely, fully and appropriately: no guarantee, whether express or implied, is given regarding any errors, omissions and/or inaccuracies in the code, data and material, or in the results obtainable from them. AQRATE S.r.l. cannot be subject to claims attributable to errors, omissions and/or inaccuracies relating to the data and/or material contained in AQRATE, nor can it be held responsible for any direct and/or indirect damage, particular and/or incidental and/or consequential due to use of the application.
AQRATE shall not be considered a party to any contractual ties which may arise as a result of the Client accepting offers submitted by Suppliers of translation services within AQRATE, and declines all responsibility concerning execution of the work by the Supplier of the translation services. Moreover, AQRATE provides no guarantee and declines all responsibility concerning Client execution of any obligations that it may commit to with regard to the Supplier of the translation services.
The Client releases AQRATE from any liability for any deletion or any failure to archive or transmit any content and/or reference material and/or communications archived in the web Application.
8. Term of the Contract and Withdrawal
8.1.This Contract applies for an indefinite period, starting on the date when it is signed.
In the event of exercising the right of withdrawal and, in any case, if the Contract is ended for any reason, the Client agrees to destroy all login credentials for the web Application. Closing the user account does not relieve users of the obligation to pay any overdue fees.
8.2. Non-compliance with any of the Client obligations, in particular those indicated in art. 6 of this Contract, shall entitle AQRATE S.r.l. to unilaterally terminate with immediate effect the purchase contract entered into; moreover, AQRATE Srl reserves the right to immediately terminate this Contract in the event of failure to pay or a delay paying by the deadlines indicated in art. 10;
9. Amendment of Contractual Conditions.
AQRATE S.r.l. reserves the right to amend the Contract. The Client will be notified of such amendments by e-mail and, if accepted, the amendments will take effect immediately and will be incorporated in this Contract. Should the Client not intend to accept the amendments, the Client shall have the right to withdraw from the Contract without any charge, subject to the obligations envisaged in point 8.1 of this contract.
If, within 30 days of receiving the notification the Client does not send AQRATE S.r.l. notification of withdrawal by registered letter with advice of receipt or by PEC (public certified) e-mail, the amendments shall be considered accepted. Any use of the web Application by the Client after notification of the amendments/additions shall be understood to indicate the Client’s acceptance of them.
10. Amounts due, invoicing and payment.
The amounts due for use of AQRATE and for the provision of the services linked to the web Application are determined on the basis of the rates indicated in the service indicated in the Economic Proposal accepted by the Client. Unless otherwise indicated, all amounts shall be considered ex VAT and must be paid (by bank transfer) upon receipt of the relative invoices issued and sent to the destinations and/or e-mail addresses indicated in the purchase order or in text of the customised contract, by the deadline shown on the invoice.
AQRATE S.r.l. reserves the unappealable right to amend the Terms and Conditions of the Offer.
11. Governing Law
This Contract is governed by the laws of Italy and shall be interpreted in compliance with those laws. For any dispute that may arise concerning the existence, validity, effectiveness, interpretation and fulfilment of this contract, the Parties hereby submit to the exclusive jurisdiction of the Law Court of Bologna.
All of the rules in this contract shall also apply to all updates and subsequent versions of the web Application that may be supplied by AQRATE.
Pursuant to articles 1341 and 1342 of the Civil Code, the Client declares awareness and express acceptance of the content of the following articles:
art. 6 (Client Responsibilities) art. 7 (AQRATE S.r.l. Responsibilities – limitation of liability); art. 8.2. (Termination Clause); Art.10 (Amounts due, invoicing and payment); art. 11 (Jurisdiction).