License Agreement with the End User
1. SUBJECT OF THE AGREEMENT
This End User License Agreement (“Agreement”) is a legal agreement between the Customer as licensee and NAV-lab Srl or its partners (collectively identified as “NAV-lab”) for FE LITE CLOUD software or FE FULL CLOUD or TEMPO ZERO CLOUD (“Software”). By installing the Software, using it online, or in any other way, the Customer agrees to be bound by the terms of this Agreement. The copyright of the Software and its documentation are the property of NAV-lab. Under the terms of this Agreement, the Customer is granted the non-exclusive right to use the Software for the term hereof. By virtue of this Agreement, the Customer does not acquire ownership of the copyright or other intellectual property rights to any part of the Software. Use of the Software indicates acceptance of this Agreement
This Agreement is considered concluded upon signing of the order form by the Customer to be delivered to him, pursuant to Art. 1326 of the Italian Civil Code, if the Customer is not notified in writing of non-acceptance by NAV-lab within 15 days from the date of receipt of the order. The fulfilment of orders does not imply the acceptance by NAV-lab of general or particular purchase conditions of the Customer; the latter are binding upon NAV-lab only if expressly accepted in writing. Each agreement shall be considered completely separate and not connected to any other agreement stipulated with NAV-lab. By its nature and essence, this agreement is considered by the parties as a sales agreement.
3. OWNERSHIP AND INDUSTRIAL PROPERTY
The Software is the property of NAV-lab or its suppliers and is protected by national laws and international treaties on the subject. All software produced by NAV-lab or marketed by it remains the property of its inventor or producer, which only grants the Customer a license to use it. The Customer may not, under any circumstances, assign it to third parties, rent, lend, or transfer it either for consideration or free of charge, as the product is copyrighted. The Customer undertakes to keep the ownership notices shown on the documents and in the user manuals and not to modify the products sold by NAV-lab in any way. The Customer will keep the software diligently and strictly follow all the instructions of the inventor or manufacturer. In particular, he will not be able to make unauthorised copies, or allow others to do so. NAV-lab declines all responsibility towards the Customer for any violations of third-party property rights deriving from the joint use of its equipment with equipment and products of other origin and/or deriving from modifications of equipment and/or products not expressly agreed with NAV-lab; furthermore, it reserves the right to make claims against the Customer for the consequent charges and/or related to its possible involvement in legal actions brought by third parties in the aforementioned cases.
4. SALE OF SOFTWARE PRODUCTS
The Customer must check to ensure that the Software matches the product requested by him within 15 days of delivery. Once this deadline has passed, no objection that the software supplied does not match the software commissioned can be raised. In the event that a prior analysis has been conducted, the Customer is directly responsible for all the information provided. He solely is responsible for checking the accuracy and adequacy of the information; any shortcoming or defect found in the Software supplied and caused by negligence in the analysis phase are exclusively attributable to him, since he has the duty to check and ensure that the NAV-lab technicians have received all the necessary information. In this regard, NAV-lab has the obligation to cooperate fully and provide its own technical knowledge to assist the customer during the analysis stage. By accepting these contractual conditions, the Customer confirms that he has been fully informed about all the standard features of the Software and its functionalities, and that he has seen the demonstrations, videos and illustrative documentation made available to him on the website of NAV-lab or the Software.
5. USE OF THE SOFTWARE IN ON-LINE MODE
5.1 USE OF ONLINE SOFTWARE
Temporary and remote use of the Software is available on the Internet
Temporary and remote use of the Software on the Internet does not include:
a) the cost of the Internet connection on the Customer side
b) training on access to online software
6. WARRANTIES ON SOFTWARE PRODUCTS
NAV-lab guarantees that for at least 12 months from the date of installation, the software will work substantially as stated in the manual and/or the functional description contained or attached to this offer. Guarantees on software packages not produced by NAV-lab are granted by the manufacturers. The report of any faults or defects must be made in writing within 8 days of discovery, otherwise it will be null and void. NAV-lab intervenes to eliminate any defects reported within this deadline. The warranty only covers the Software supplied by NAV-lab, provided it has not been processed, modified or altered in any way. The warranty does not apply to damage caused by the Customer’s fault or fraud. The Customer relieves NAV-lab of any liability for any consequence or damage that any defects, malfunctions or delays in delivery may have caused. It is expressly agreed that the warranty of NAV-lab covers fixing the supplied software or its eventual replacement; services that replace, for all purposes, the guarantees provided for by law, which are expressly excluded together with the consequent rights to the termination of the agreement, compensation for damages or price reduction.
With regard to the software produced by NAV-lab, any substantial defects or discrepancies with respect to what is described in the product documentation, must be reported in any case within 3 months from the date of installation. The Customer therefore undertakes to use and test all functions of the software within this period and to provide timely notification of any malfunctions. This is necessary to allow NAV-lab to intervene promptly and efficiently with the same technical-organisational resources that created and/or supplied the Software. Interventions requested after 3 months will be carried out only after an estimate has been accepted.
The sales agreement in question cannot determine any obligation of result NAV-lab must fulfil, so the Customer can never subsequently raise any objection about the software being deemed unsatisfactory or not meeting its needs.
Compensation for any damage that may be caused by the product sold or by the intervention of NAV-lab technicians will be limited to the amount regularly paid by the Customer.
7. REQUIREMENTS OF THE CUSTOMER
In order to be entitled to what is envisaged, the Customer must strictly follow the procedures described in the user’s manuals or, failing this, the operating instructions provided by NAV-lab.
The Customer undertakes to obtain adequate Internet connectivity and system equipment/products necessary for connection to the Software, according to the standards defined by NAV-lab.
The Customer will keep confidential the credentials for accessing the Software and will inform NAV-lab without delay of the fact, or even mere suspicion, that a third party may have obtained them.
Improper or unlawful use of the service by the Customer gives NAV-lab the right to revoke the Customer’s rights to use the Software; the revocation of the rights of use does not determine the conclusion of this Agreement.
8. PRICE OF THE CONTRACT
The price due from the Customer is determined as an annual fee and the amount is shown on the order form. The price is net of taxes and does not include delivery, installation or training services. The charge is due from the date of first access to the Software by the Customer. The amount due will be updated from year to year, even without any explicit request to do so, to be adjusted to the changes in the cost of living index, as resulting from the national consumer prices of working-class families (ISTAT). NAV-lab reserves the right to raise the amount of the fee no earlier than 12 months from the start of the agreement with 3 months’ prior notice. In the event of a fee increase, excluding ISTAT, the Customer has the right to withdraw by providing notice by registered letter or certified email within the deadline of 6 weeks from the increase notice. After this deadline, the increase is considered accepted and NAV-lab will be authorised to charge it.
9. TERMS OF PAYMENT
The fees referred to in paragraph 8 above must be paid by the Customer in advance every three months. Payment must be made by the end of the first month of each quarter. The Customer will not be able to suspend or delay the payment of the sums due by complaining about malfunctions of the service, or failures of NAV-lab.
Any action or exception against NAV-lab is subject to payment in full of the agreed fees.
10. DELAYED PAYMENT
The delayed payment of any amount due by the Customer will entail the obligation on his part to pay interest on the unpaid amount, for the whole period of the delay according to what is established by Legislative Decree 231 of 2002. Failure to pay the fee 30 days after the agreed payment deadline, subject to reminder by registered letter or certified email, will allow NAV-lab to suspend supply of the service and/or terminate the agreement. The payment may be covered by an insurance policy.
11. EXCLUSION OF LIABILITY FOR INDIRECT DAMAGES
In no case shall NAV-lab or its suppliers be held liable for any compensation of the Customer or third parties for the consequences deriving from the use of the NAV-lab software or software marketed by it, or for direct or indirect damages, accidents to people, damage caused to goods distinct from our material, loss of profit, interruption of activity or damage caused by deterioration or loss of data recorded by the Customer.
The Customer authorises NAV-lab to mention his name and logo among its references.
13. CONTRACT TERM
This agreement will take effect from the date on which it is signed and will have an annual term in addition to the period between the signing date and December 31 of the current year.
At the end of this period the agreement will be considered tacitly renewed until the end of the following calendar year and so on and so forth from year to year, if it is not cancelled by either of the parties by registered letter or certified e-mail sent to the other at least 6 months before the expiry.
The Customer shall be compensated for any delay by NAV-lab in making the Software available for damages and expenses with an amount equal to the value of the fee corresponding to the period of delay.
In the event of termination of the agreement, due to an act or fault of the Customer, the latter must in any case pay the amount of the fees for the remaining period of the agreement as a penalty, without prejudice to the right to claim any greater damage.
At the definitive expiration of the agreement or its interruption, for whatever reason, NAV-lab will deactivate the access passwords and the Customer will no longer be able to access the Software. At the express request of the Customer, NAV-lab will make available to the Customer a back-up of the Customer’s significant data on external support, or make it available for download via the Internet. After return of the data or one month after the end of the agreement, NAV-lab is authorised to delete the Customer’s data in its possession.
14. MODIFICATIONS TO THIS AGREEMENT
No modification to the following agreement can be considered valid or effective if not put in writing.
15. APPLICABLE LAW AND JURISDICTION
This agreement and the relationship between NAV-lab and the Customer are governed by the laws of Italy. Solely the Court of Milan has jurisdiction over any dispute deriving from the present agreement or connected to it.
16. CONSENT TO DATA PROCESSING AND CONFIDENTIALITY OF DATA
The Customer expressly authorises NAV-lab to process its personal data, in order to honour this Agreement in the most effective and timely manner.
NAV-lab undertakes to process only the data necessary for the aforementioned purposes electronically or on paper and, furthermore, to keep the aforementioned data with due care and to ensure that access is limited to its own employees. The duration of the authorisation is intended to be functionally related to the duration of this agreement and can be withdrawn at any time. In the event of withdrawal, NAV-lab cannot be held responsible for breach of contract caused by its inability to process the Customer’s data. NAV-lab will take all appropriate and necessary precautions in order to prevent third parties extraneous to the Customer from accessing its data. NAV-lab will act according to the rules of EU Regulation 2016/679 (GDPR) and subsequent Legislative Decree No. 101 dated 10/08/2018.