TERMS_AND_CONDITIONS_PPEASY


TERMS AND CONDITIONS OF USE OF THE PPEASY PLATFORM

Access to and use of the PPEASY platform, software made available by ANCI SERVIZI Srl a Socio Unico, with registered office at Via Alberto Riva di Villasanta 3, Milan, VAT no. 07199040150 (hereinafter “ANCI”), is subject to full acceptance of these terms of use (hereinafter, the “Terms and Conditions”).

The end user (hereinafter the “Client”), by continuing to use the Platform, declares to have read, understood, and fully accepted these Terms and Conditions, which constitute a legally binding contract between ANCI and the Client (understood as the end user).

The PPEASY platform is reserved exclusively for entities operating within the scope of their entrepreneurial, commercial, artisanal, or professional activities and cannot be used by consumers pursuant to Legislative Decree 206/2005 (Consumer Code). The Client therefore undertakes to use the Platform solely for purposes related to their professional activity.

Whereas

  1. ANCI, sublicensor of the company CE SOFT S.r.l (hereinafter “CESOFT”), has obtained a license – with the right to sublicense – for the PPEASY platform, a software application that allows Clients to directly and independently manage the collection and organization of their own data and information, as well as, if applicable, those of their clients and/or potential clients, and to automatically generate proposals for the purchase of services, particularly testing and certification services for products;

  2. The application is a tool reserved for professional entities, and the Client undertakes to use it exclusively in relation to their business activity for the sole purposes of organizing and managing their professional activity.

These conditions govern the use of the PPEASY Platform based on the following premises, which form an integral and substantial part of these conditions. It is understood that the premises and the attachments (e.g., external links) to this contract (e.g., Client registration form, activation order) also constitute an integral and substantial part of the contract itself.

Article 1. Definitions.

In relation to these Terms and Conditions, the following meanings are assigned to recurring terms and expressions: Contract: refers to these Terms and Conditions, including specific services (see below) of the PPEASY platform as specifically defined below, digitally accepted by the Client at the time of registration or first access to the PPEASY Platform;

PPEASY Platform: Software accessible online in executable form and installed on technical infrastructures managed by ANCI through its own technical sub-processors, which allows Clients to directly and independently manage the collection and organization of their own data and information, as well as, if applicable, those of their clients and/or potential clients, and to automatically generate proposals for the purchase of the Client’s services;

Included Services: (i) third-party services, (ii) access under sublicense to the PPEASY Platform by Clients, (iii) ordinary maintenance and updates, in order to keep the PPEASY Platform functioning properly and to implement its features;

Requests: The requests for the purchase of testing and certification services by the Client, automatically generated through the PPEASY Platform after entering specific information and data;

Activation Date: The date of registration of the Client on the PPEASY Platform;

Client Form: The electronic form containing the Client’s personal data, completed during the activation/registration phase on the PPEASY Platform;

Activation Order: The activation of the PPEASY Platform’s functionalities carried out by the Client after online registration, through which the Client activates the license and the Included Services;

Intellectual property: Any intellectual property right governed, from time to time, by patent laws, semiconductor chip protection laws, copyright laws, trade secret laws, trademark laws, and any other applications, renewals, extensions, reintroductions, and restorations, currently in force or enforceable in the future, worldwide registered or unregistered intellectual property right, as well as any

other intellectual property rights.

Section 2: Conditions of Use of the PPEASY Platform

    1. – License to Use the PPEASY Platform. ANCI, as licensee of the PPEASY Platform under a separate agreement with CESOFT, undertakes to provide the Client with a limited, non-exclusive, and free sublicense to use the PPEASY Platform, which allows the Client to directly and independently manage the collection and organization of data and information, as well as the generation of Requests.

      The license includes the Included Services as better described in Article 3 below, and therefore third-party services (i.e., Apache Server, PHP, and MySQL database) and ordinary maintenance and updates of the platform.

      The Client is aware of and expressly accepts that the PPEASY Platform is a tool reserved for professional entities and that this Agreement is not subject to consumer contract regulations. The PPEASY Platform is installed in ANCI’s IT environment, which manages its hosting, but requires an active connection to CESOFT’s servers for license validation, user authentication, and technical updates. The Client undertakes to use the Platform in accordance with the instructions provided by ANCI and/or CESOFT and in compliance with applicable legislative and regulatory provisions. ANCI does not provide hosting services and performs automatic backups. It is understood that data processing related to the use of the PPEASY Platform will in any case be carried out in compliance with current regulations. The Client assumes the role of Data Controller while ANCI is the Data Processor pursuant to Article 28 of the GDPR. Due to the nature and operation of the PPEASY Platform, the Parties acknowledge that, within the limits provided by this Agreement, the Client will directly and independently manage the IT tools made available by ANCI for the execution of Requests.

    2. – Access to the PPEASY Platform. The Client will have access to the PPEASY Platform through a reserved area using authorization and authentication credentials assigned to the Client, which must be kept and used under the Client’s exclusive responsibility. Access to and use of the PPEASY Platform must comply with the provisions agreed upon in the Activation Order. In particular, the Client undertakes to keep the alphanumeric access codes (referred to as "username" and "password") strictly confidential and is therefore also responsible for their safekeeping. The Client will thus be solely responsible for any damage caused by the possible use of login and password by unauthorized third parties. The Client also undertakes to immediately notify ANCI of any theft, loss, misplacement, or appropriation of access credentials by unauthorized third parties, regardless of the reason.

    3. – Ownership of Records, Requests, and Obligations of the Parties. The content and data entered by the Client into the PPEASY Platform, including the Requests generated, remain the exclusive property of the Client. Unless otherwise agreed in writing, ANCI undertakes not to use such content for any purpose other than what is strictly necessary for the fulfillment of this Agreement. In particular, ANCI commits to:

      • not disclose or transfer such content to third parties, in whole or in part, except where required by law;

      • not use it for its own purposes, except in anonymous and aggregated form for statistical purposes and to improve the Platform;

      • not retain copies, except as strictly necessary for the operational continuity of the PPEASY Platform and in compliance with applicable regulations.

        For the purposes of the applicable legislation on personal data protection, in particular Regulation (EU) 2016/679 (GDPR), the Client acts as Data Controller, while ANCI is designated as Data Processor pursuant to Article 28 of the GDPR, limited to the processing necessary for the technical management of the PPEASY Platform and the databases generated therein. By signing this Agreement, the Client appoints ANCI as Data Processor and ANCI accepts this appointment, confirming that it possesses the necessary technical and organizational skills. ANCI may, in turn, use its own sub-processors for specific technical and maintenance activities, including HEXAGON S.r.l., as an IT service provider and external system administrator pursuant to Article 28.2 of the GDPR. ANCI guarantees that it has entered into agreements with such sub-processors in compliance with Article 28 of the GDPR. Upon termination of this Agreement, for any reason, the designation of ANCI as Data Processor will be automatically revoked and the data and content processed will be deleted in accordance with Article 2.7 below, except where otherwise required by law.

    4. – Data Deletion Procedures. After 10 (ten) days from the expiration or termination of the Agreement for any reason, ANCI will have the right to delete the data stored on behalf of the Client in the PPEASY Platform. Such data will be freely accessible and downloadable by the Client within the aforementioned period using the standard functionalities of the PPEASY Platform. Longer retention periods may be required for reasons other than those indicated in this Agreement, particularly in the case of investigations by the Judicial Police or authorities responsible for any inspections.

Section 3. Included Services

    1. – Support and Maintenance. Support and maintenance services include exclusively corrective maintenance (i.e., bug fixing) and changes required or made necessary by amendments to applicable regulations. The evolution of existing functionalities of the PPEASY Platform or the development of new functionalities are not activities included in the Included Services. The Client undertakes to report any bugs to ANCI via email at info@cimac.it, providing a detailed description of the problem and all necessary information to reproduce it. In the absence of such information, the report cannot be processed. Support and maintenance services are provided by ANCI to the Client, possibly with the technical support of CE SOFT, as agreed in Article 6.2 below. Critical bugs, which prevent the operation of the Software or a substantial part of it, making it effectively unusable, will be taken charge of within 2 working days from the date of the report and resolved within 5 working days from being taken charge of.

    2. – Third-Party Services. The PPEASY Platform has been developed including third-party services (i.e., Apache Server, PHP, and MySQL database). The Client acknowledges that these components are integrated into the solution provided by ANCI and undertakes to fully indemnify ANCI from any liability regarding their proper functioning. The licenses for the third-party components, if integrated into the PPEASY Platform, are granted to the Client on a non-exclusive basis and only for the duration of this Agreement.

Except as provided in Article 6.1 below, third-party services do not include hosting services. The daily backup of data entered by the Client into the PPEASY Platform is guaranteed by ANCI through its own technical providers.

Section 4. Ownership and Trademarks

    1. – Ownership of the PPEASY Platform. CESOFT is the sole and exclusive owner of all rights and interests in the PPEASY Platform and any Intellectual Property associated with it, including any developments derived from it. PPEASY is a registered trademark. The PPEASY Platform and the information contained therein, with the sole exception of what is mentioned in Article 2.3, are the property of CESOFT. Unauthorized copying and dissemination in violation of Intellectual Property rights are prohibited.

    2. – Use under Sublicense. Except as provided in Article 2.1, the Client is not authorized to grant sublicenses, nor to assign, lease, sell, distribute, or transfer to third parties, in whole or in part, access to the PPEASY Platform, nor to allow its use by parties outside their own organization. The use of the Platform by employees, collaborators, or consultants of the Client is permitted, provided they are part of the corporate organization and under the direct responsibility of the Client. Any use in violation of this article will result in the immediate termination of the Agreement pursuant to Article 1456 of the Italian Civil Code, without prejudice to compensation for further damages.

Section 5. Economic Terms and Contract Duration

    1. – Commencement, Duration, and Termination of the Agreement. Access to the PPEASY Platform and use of the Included Services are granted free of charge for a fixed term, with an annual duration and fee defined during the account activation phase by the Client through the Activation Order.

      The duration of access begins from the date of activation of the Platform and is automatically renewed for subsequent periods of equal duration (i.e., annually), unless terminated by the Client at least 30 (thirty) days before the end of the current period, by written notice sent via email to info@cimac.it.

      If termination is not exercised within the specified period, the use of the PPEASY Platform will be considered renewed in all respects. ANCI reserves the right to suspend or terminate access to the Platform in case of breach of contractual obligations, pursuant to Article 8.6.

    2. – Free License. The use of the Platform, the provision of the Included Services, and the availability and performance of the accessory and instrumental services provided for in this Agreement, as well as the use of any additional options offered by the PPEASY Platform, are granted to the Client free of charge.

    3. – Use of PPEASY Platform Space. The use of the PPEASY Platform space by the Client is strictly limited to the purposes related to the agreed use. The Client expressly accepts this principle and therefore undertakes not to use it for purposes or in ways other than those agreed. ANCI reserves the right to verify, at any time and even without notice, the compliance of the files saved in the PPEASY Platform space with the provisions of this article. In case of non-compliance with the provisions herein, ANCI, directly or through its designated technical sub-processors, may proceed to delete such files without any obligation to notify the Client.

Section 6. Minimum Functionality Guarantee

    1. Without prejudice to the provisions of Article 3.2 above, ANCI undertakes to guarantee, for the entire duration of the Agreement, the availability of the PPEASY Platform with an uptime level of 99% on an annual basis, 24 hours a day, 365 days a year. It is understood that ANCI shall in no case be held responsible for any disruptions, malfunctions, or unavailability of the PPEASY Platform resulting, directly or indirectly, from:

      • interruptions or malfunctions of the Client’s Internet connectivity or IT infrastructure;

      • hardware or software failures at the Client’s premises;

      • errors or conduct attributable to third parties for whom the Client is responsible, including any authorized sublicensees or parties accessing the Platform on behalf of the Client;

      • events attributable to ANCI’s hosting provider or external technical parties not under the control of ANCI or its technical suppliers.

        Also excluded from the calculation of uptime level and from any liability on the part of ANCI are:

      • ordinary maintenance operations, communicated to the Client with at least 2 (two) calendar days’ notice;

      • extraordinary maintenance operations, even if unscheduled, provided they are communicated with at least 4 (four) hours’ notice, except in cases of emergency;

      • any service interruptions between 00:00 and 06:00 on working days and during holidays, due to update, backup, or scheduled maintenance activities.

        ANCI, in any case, undertakes to minimize the duration and frequency of planned service interruptions and to promptly restore full operation of the Platform in collaboration with its designated technical sub-processors.

    2. – Technical Support and Tutoring. As an accessory and functional service for the use of the PPEASY Platform, ANCI undertakes to provide the Client with technical support, also through CE SOFT, maintaining responsibility towards the Client as sublicensor and providing tutoring activities within the limits set by this Agreement. In particular, ANCI provides:

      • Technical support via email to the dedicated address (e.g., info@cimac.it) for issues related to the functioning of the Platform (including non-critical bugs, as defined in Article 3.1).

        Requests will be taken charge of within 3 (three) working days from receipt of a complete report, containing:

      • a detailed description of the anomaly encountered;

      • any technical attachments or error logs;

      • useful information for reproducing the problem. The resolution intervention will be carried out within 10 (ten) working days from the time the request is taken charge of, except in cases of unforeseen events or those dependent on third parties. The timeline begins only once all the information necessary for correctly identifying the problem has been obtained.

ANCI reserves the right to use HEXAGON S.r.l. as its sub-processor and external system administrator in compliance with the provisions of Article 28 of the GDPR.

Section 7. Declarations, Warranties, Responsibilities, and Limitations

    1. – Truthfulness and Accuracy of Information Provided. The Client declares and guarantees:

      1. that all information provided to ANCI as sublicensor during registration and while using the PPEASY Platform is complete, truthful, accurate, and constantly updated;

      2. to have full authority and legitimacy to authorize ANCI to process, including through sub-processors, the data entered into the PPEASY Platform, within the limits and for the purposes set out in this Agreement.

      It is understood that nothing in this article may be interpreted as a limitation or exclusion of the Parties’ liability in cases of willful misconduct or gross negligence, except as otherwise provided in the Agreement.

      All correspondence exchanged between the Client and ANCI, including that with collaborators or technical contacts, may be archived by ANCI for evidentiary, management, or protection purposes.

    2. – Responsibility for Content and Data Entered into the Platform. The Client (understood as the end user) is solely responsible, including pursuant to Articles 1228 and 2049 of the Italian Civil Code, for the content, lawfulness, truthfulness, and updating of the information, data, and Requests entered or generated through the PPEASY Platform, including those entered by their own employees, collaborators, end clients, or other subjects for whose actions the Client is responsible.

      The Client undertakes to indemnify and hold ANCI fully harmless from any claim, request, sanction, or damage (including those of a compensatory, administrative, fiscal, or criminal nature) that may arise from improper, unlawful, or unauthorized use of the PPEASY Platform, or from the entry of unlawful, false, or non-compliant content with respect to applicable regulations.

      Under no circumstances shall ANCI be held liable for the content entered into the PPEASY Platform, nor for the use of Requests or data by the Client or third parties.

    3. – Liability for Breach of Contractual Obligations by the Client. The Client undertakes to indemnify and hold ANCI harmless from any damage, loss, cost, liability, or expense (including legal fees) that ANCI may suffer or incur as a result of:

      1. a breach by the Client of the obligations set forth in this Agreement;

      2. the inaccuracy, incompleteness, or untruthfulness of the declarations and warranties made by the Client;

      3. the entry or processing of data or Requests containing incorrect, false, or non-compliant information with respect to applicable regulations.

      This indemnity obligation also extends to claims for compensation made by third parties, for any reason, in relation to the use of the PPEASY Platform by the Client.

    4. – Responsibility for Use of the PPEASY Platform. The Client acknowledges that the use of the PPEASY Platform will take place in full autonomy and under their exclusive responsibility. The Client undertakes to inform and have all their employees, collaborators, and any other individuals who, by virtue of their relationship with the Client, will have access to the PPEASY Platform, sign the commitment to observe the obligations arising from this Agreement, ensuring in all cases that they are aware of and fully comply with such obligations.

      ANCI, including its employees and collaborators, assumes no responsibility in relation to the use of the PPEASY Platform by the Client. To this end, the Client irrevocably undertakes – also pursuant to and for the purposes of Article 1381 of the Italian Civil Code – to indemnify and hold ANCI, its employees, and collaborators fully harmless from any damage or prejudice, contractual or non-contractual, that may arise, directly or indirectly, from the use of the PPEASY Platform and the execution of this Agreement by the Client or by individuals acting on their behalf.

      These provisions shall remain valid and effective even after the termination of this Agreement, for any reason, including expiration, termination, or withdrawal.

    5. – Obligation of Non-Circumvention and Non-Competition

      By accepting this Agreement, the Client irrevocably agrees and guarantees not to, directly or indirectly, interfere with, circumvent or attempt to circumvent, avoid, bypass, or elude the interests and rights of ANCI with respect to the commercialization and functionalities of the PPEASY Platform, nor to use them in any manner inconsistent with the rights granted herein and, in general, with the provisions of this Agreement.

      For these purposes, and except as provided in Article 4.2 above, the Client also undertakes not to distribute or otherwise transfer the PPEASY platform, in whole or in part, to third parties; not to provide, disclose, or make available or allow the use of the PPEASY Platform; not to modify or create derivative works based on the PPEASY Platform; and, not even partially, not to decompile, disassemble, decode, or otherwise attempt to derive the source code of the PPEASY Platform.

    6. – Non-Performance Due to External Events. ANCI shall not be held liable for malfunctions, delays, or service interruptions caused by issues attributable to telephone, electrical, or Internet network operators, or to global or national IT infrastructures, including failures, overloads, blackouts, or unavailability of transmission lines.

    7. – Force Majeure. ANCI shall not be held liable in any way for non-performance of this Agreement resulting from causes beyond its reasonable control or from force majeure or unforeseeable events, including, but not limited to, civil unrest, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, epidemics, landslides, and mudslides.

    8. – Interruptions Due to Exceptional Events. ANCI undertakes to maintain the efficiency of the PPEASY Platform and, in the event of service suspension due to exceptional events or urgent maintenance, to minimize the duration of the interruption and to promptly inform the Client, where possible.

      ANCI reserves the right to update or modify the technical methods of access to the Platform, communicating the technical specifications upon request of the Client, so that the Client can ensure its proper use.

    9. – Non-Performance Due to Third Parties. ANCI is not liable for malfunctions or service disruptions resulting from actions, omissions, or delays attributable to third parties, including – by way of example – telephone line operators, cloud or hosting service providers of the Client, or third-party systems through which access to the PPEASY Platform is made.

    10. – Limitation of Liability. Except in cases of willful misconduct or gross negligence, ANCI’s total liability for any direct damage resulting from the breach of obligations under this Agreement shall in no case exceed the maximum aggregate amount of Euro 100.00 (one hundred/00), as a conventional liability limit, even in the case of multiple and/or continuous damaging events. In any case, ANCI shall not be liable for indirect, consequential, loss of data, loss of profits, interruption of business, loss of opportunity, or damage to image resulting from the use of the PPEASY Platform, except for mandatory limits provided by law.

Section 8. Ownership of Data Relating to Platform Use by Clients and Conditions of Use of the PPEASY Platform

    1. – Aggregated Data.

      As established between the Parties, ANCI holds all rights to use statistical information, data, and related analyses in aggregated and anonymous form, resulting from the use of the PPEASY Platform by its Clients. Such data will never include personal data or elements that could make the Client or its end users identifiable.

      The Client expressly authorizes ANCI to use such aggregated data exclusively for statistical purposes, to improve the functionalities of the Platform, or for institutional and public communication purposes, always in anonymous and non-identifiable form.

    2. – Publicity. The Client authorizes ANCI to use their name and logo for institutional, marketing, corporate documentation, or external communication purposes (including client lists, presentations, financial reports).

      Subject to the provisions of Articles 4.1 and 4.2, the Client may not use the trademark, trade name, logo, or any other distinctive sign referring to the PPEASY Platform or ANCI without prior written authorization from ANCI.

    3. – Assignment of the Agreement. ANCI may assign or transfer this Agreement and the related rights and obligations to third parties, including in the case of extraordinary corporate transactions. The Client may assign this Agreement only with ANCI’s prior written consent.

      In the event of assignment by the Client in violation of this clause, ANCI shall have the right, at its sole discretion:

      1. to terminate the Agreement pursuant to Article 1456 of the Italian Civil Code;

      2. to require the Client to pay a lump sum of Euro 100.00 as reimbursement for administrative expenses related to the management of the violation.

    4. – Validity of Amendments and/or Additions. Any amendment to the provisions of this Agreement must be agreed in writing between the Parties.

    5. – Express Termination Clause. This Agreement shall be deemed automatically terminated, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, by simple written notice sent also by e-mail or certified email (PEC), in the following cases: violation of the provisions contained in Articles 4.2 (Use under sublicense), 7.5 (Obligation of Non-Circumvention), 8.3 (Assignment of the Agreement); initiation of insolvency proceedings, voluntary or compulsory liquidation of the Client. The termination shall take effect upon receipt of the relevant communication. ANCI reserves the right to exercise any further rights, including claims for compensation for any damages suffered.

    6. – Validity of Contractual Clauses. All clauses of this Agreement shall be fully valid, effective, and binding even in the case of free, experimental, or temporary use of the PPEASY Platform by the Client.

    7. – Tax Charges. Any tax charge arising from the execution of the Agreement, including any taxes for advertising activities, shall be borne by the Client.

    8. – Governing Law and Jurisdiction. This Agreement is governed by and interpreted according to Italian law, and the Parties expressly agree that any dispute regarding the validity, effectiveness, interpretation, and execution of this Agreement shall be subject to the exclusive jurisdiction of the Court of Milan.

    9. – Final Clauses. This Agreement, including any attachments, replaces any previous agreement or understanding between the Parties with respect to the subject matter governed herein. The failure of a Party to promptly exercise any right arising from any clause shall not in any way constitute a waiver of such right.


Should any clause of this Agreement be declared null, invalid, or ineffective by the competent Authority, this shall not affect the validity of the remaining clauses, unless such clause constituted an essential element for the conclusion of the Agreement.

This Agreement is considered fully accepted by the Client through the selection of the appropriate box (‘flag’) during the registration or access phase to the PPEASY Platform, pursuant to and for the purposes of Articles 1326 of the Civil Code and 13 of Legislative Decree 70/2003.


Approval of clauses pursuant to Articles 1341 and 1342 of the Civil Code

The Client expressly declares approval of the following clauses of this Agreement: Article 2 – Conditions of Use of the Platform; Article 4.2 – Use under Sublicense; Article 5.3 – Dedicated Platform Space; Article 6 – Minimum Functionality Guarantee; Article 7 – Declarations, Warranties, Responsibilities, and Limitations; Article 8.3 – Assignment of the Agreement; Article 8.4 – Validity of Amendments and/or Additions; Article 8.5 – Express Termination Clause; Article 8.8 – Governing Law and Jurisdiction.