Client: the subject, natural or legal person, who acts for purposes inherent or ancillary to his professional, entrepreneurial, commercial or artisanal activity and who is a party to the Contract.
Society: The Entrepreneur Srl, with registered office in Seregno (MB) at Via San Pietro n. 3, CF and VAT number 07155150969, REA MB-1873458.
Leanus: the innovative solution developed by the Company and reserved for banks, entrepreneurs and professionals, which allows, among other things, to access company balance sheet data, to analyze them with different methodologies, to elaborate indices, choose reclassification schemes, estimate the value of a company, calculate rating indicators and develop business plans.
Offer: the commercial proposal, formulated by the Company to the Customer, containing the determination of the product or service offered, the amount requested, the payment conditions, the duration and the effective date of the Contract and any other special conditions reserved to the Customer.
Contract: the entire contractual regulation of the relationship between the Customer and the Company, consisting of these General Contractual Conditions and the Offer formulated by the Company to the Customer.
Web sites: web pages, information documents and in general the contents reachable by the Customer at the internet addresses indicated by the Company, such as in particular, www.leanus.it, www.leanuslab.com, www.leanusdb.com, www.leanus-europe. com, www.leanprenditore.com, old.leanus.it, www.leanus club.com, www.leanimpresa.it, www.informazionaziendale.com, www.leanusrating.com.
Software: the set of applications and functions, including those developed and / or owned by third parties, which the Company makes available to the Customer against payment by the latter of a periodic fee.
Platform: the Leanus platform through which the Company allows the Client to use the Software as a service (SaaS).
Services: the services and products indicated in the Offer and having the characteristics specified on the Websites.
2. CONCLUSION AND ASSIGNMENT OF THE CONTRACT
- 2.1 The Contract will be considered concluded when the Company becomes aware of the acceptance expressed by the Customer, also in digital form, of the Offer and of these General Contract Conditions.
- 2.2 In the event that the Contract provides for the delivery by the Customer of documents and / or documents required for the purposes of compliance with the Privacy Law, the Company may legitimately suspend the execution of the Contract until the date of actual delivery of such documents and / or documents, with exemption from any responsibility for the delay.
- 2.3 The Customer gives the Company the right to transfer the Contract or the rights deriving from it to third parties, even outside the hypotheses provided for by art. 2558 of the Italian Civil Code
3. OBJECT OF THE CONTRACT
- 3.1 With the conclusion of the Contract, the Company undertakes to provide the Services in the terms, conditions and in the manner specified therein. The Customer's requests regarding the characteristics of the Services or the methods of execution of the supply that do not appear in the Contract are considered as not accepted and are therefore irrelevant for the purposes of the Company's fulfillment of the Contract.
- 3.2 Except in the event that the Agreement provides for its installation on the Customer's machines, the Software may be used by the Customer exclusively according to the Software-as-a-Service (Saas) model, by accessing the Platform via a web browser. The Customer does not acquire any rights in the Software and the Services. With the payment of the periodic fee provided for in the Contract, the Customer acquires the sole right to use the Software under the terms, conditions and for the duration established in the Contract, being considered excluded any right or faculty not expressly attributed by the Company for the purpose of providing the Services and Products. The Software and all related contents are not sold by the Company to the Customer, but granted to the same under a limited and non-transferable use license to third parties and remain the exclusive property of the Company, which retains all intellectual property rights and commercial exploitation, in accordance with current legislation on the protection of copyright, industrial secrets, patents, trademarks and any other proprietary right, even if not claimed in a protective title.
- 3.3 The Customer has no right to obtain a copy of the Software and is prohibited from decompiling, reverse engineering, disassembling, attempting to derive the source code, decrypt, modify or create derivative products from the Software or parts of it.
- 3.4 The reserved access to the Websites and the Platform will be carried out by the Customer using the credentials communicated by the Company, which in no case may be transferred to third parties and which the Customer undertakes to keep by adopting all suitable measures to guarantee its secrecy, if desired in case on the contrary, to assume any responsibility related to the improper use made of it by third parties, towards both the Company and any other person. Where required by the Offer, the Customer will be allowed to access software features that allow the integration of Leanus with the Customer's applications, who in any case remains solely responsible for the legitimate use of such applications and compliance with the terms and conditions. of the Agreement.
- 3.5 The provision of the Services electronically is guaranteed only on weekdays, from 8:00 to 18:00. In the event that maintenance work is required on the Company's servers or used by it, the Company undertakes to communicate this on the Websites with at least twenty-four hours' notice, indicating the start and end times of the intervention.
- 3.6 The Customer declares to have been adequately informed and to have directly become aware, by browsing the Websites, of the characteristics and functionalities of the Services and therefore renounces to raise any dispute regarding the actual knowledge of information, data and elements made known by the Company and accessible online. The Customer declares that he has made all appropriate assessments, on the basis of the information acquired, about the suitability of the Services to satisfy the interests underlying the conclusion of the Contract, expressly exempting the Company from any liability with regard to the effective achievement of the aims pursued.
- 3.7 The Customer undertakes to pay the fees established in the Contract to the Company, at the deadlines specified therein and reported in the commercial invoice that the Company will send to the Customer by ordinary e-mail, to the address communicated at the time of the conclusion of the Contract or to the address that the Customer, in the event of a subsequent change, has the duty to communicate, as the Company may fail to trust in the topicality of the information originally acquired.
- 3.8 The Customer acknowledges that, in the event that the Contract provides for the payment in installments of the consideration, the VAT refund will be applied to the first installment.
- 3.9 The payment of the consideration must be made in the manner indicated in the Contract and in any case at the creditor's domicile at the time of expiry of the term of the related obligation. In case of delay, the Customer will be owed interest on arrears to the extent established by Legislative Decree 231/2002. Once the seven-day term from the deadline indicated in the Contract or in the commercial invoice has expired unsuccessfully, the Company will have the right to suspend, without prior notice, the execution of the Contract and the provision of the Services, preventing the Customer from accessing the Websites. in the case of installment payments, where the delay lasts for 15 days, the Customer will be deemed to have lost the benefit of the term, with the consequent right of the Company to demand immediate and full satisfaction of its credit. The Parties expressly agree that, where the advance payment of the consideration is provided for in the Offer, the Company will communicate
to the Customer the credentials referred to in art. 3.4 only following the full collection of the amount due, with the Company being exempted from any responsibility for any delays connected to the payment system used by the Customer.
- 3.10 The Customer declares to be aware, having acquired specific information through the Websites, that some Services may be purchased by paying the unitary fee indicated in the price list published therein. This fee, which is not included in the periodic fee established for access to the Platform and use of the Software, will be progressively deducted from the ceiling that the Company has assigned to the Customer in an amount corresponding to the prepaid amount indicated in the Offer, up to exhaustion. In no case does the Customer have the right to a refund of the prepaid amount and the Company, at the time of expiry of the Contract or the termination of its effectiveness for any reason, will have the right to withhold the unused ceiling.
- 3.11 The Company reserves the right to increase the fees due under the Contract to an extent corresponding to any variation applied during the duration of the relationship to taxes, secretarial fees and rates due to the Revenue Agency and the Chambers of Commerce.
4. DURATION AND WITHDRAWAL
- 4.1 The Agreement has the duration and effective date indicated in the Offer. Upon expiry, it will be considered tacitly renewed, for an equal period, unless notice of cancellation is communicated to the other party by registered letter with return receipt or certified e-mail with sixty days' notice. In the event that the Offer provides for the advance payment of the consideration, failure to pay the amount due within seven days from the renewal of the Contract will give the Company the right to suspend, without prior notice, the execution of the Contract and the provision of the Services. , inhibiting the Customer from accessing the Websites
- 4.2 The Company reserves the right to withdraw from the Agreement in the event that: a. as a result of a cause of force majeure, an authoritative measure or other cause not attributable to it, the provision of the Services is impossible or excessively burdensome; b. the Contract relates to products or services of third party suppliers and the contract between such third parties and the Company becomes ineffective for any reason. The withdrawal will become effective when the Company expresses to the Customer, by registered letter with return receipt or certified e-mail, the will to make use of this clause.
- 4.3 In case of exercise of the right of withdrawal by the Company, the same will be required to return to the Customer, in whole or in part, any amount already paid by the same by way of consideration for Services wholly or partially not provided, with express exclusion of the right for the Customer to claim further sums by way of reimbursement, compensation or indemnity.
- 4.4 If the Contract provides for the Customer's right to withdraw early, the withdrawal will be considered validly and effectively exercised when the consideration envisaged for this purpose has been paid.
5. USE OF THE SERVICES. WARRANTIES AND LIABILITIES
- 5.1 The Services and the information provided with them in execution of the Contract are for the exclusive use of the Customer, who is prohibited from exploiting them commercially for purposes other than those established in the Contract and from transferring them to third parties in any capacity. The Customer undertakes not to use, after the expiry of the Contract, the information provided by the Company. Without prejudice to the provisions of art. 3.3 and 3.4, it is also forbidden for the Customer to use the access credentials provided by the Company to attempt to access unauthorized data or areas of the servers that must be considered prohibited www.leanus.it. Any installation procedures required for the purpose of using the Services are the sole responsibility of the Customer.
- 5.2 The Company guarantees that the data provided in execution of the Contract are up-to-date and congruent with those resulting from the official databases and public registers from which they were extracted, as it cannot be held liable in the event that the data provided to the Client are affected by errors or omissions that derive from incorrectness or incompleteness of the information present in the databases used as a source.
- 5.3 The Customer declares to be fully aware that the information products of an evaluation nature, such as - by way of example - those containing alphanumeric indicators or summary judgments expressed in terms of scoring or rating, are purely indicative and indicative and in no case constitute a guarantee on the credit, being the result of a processing of economic information in a purely predictive and statistical function, implemented by the Company through the application of proprietary or third-party algorithms. The Customer therefore expressly exonerates the Company from any responsibility regarding the successful completion of the commercial operations that the same, at its sole discretion, will or will not undertake or continue. Likewise, no liability can be recognized by the Company, except in cases of willful misconduct or gross negligence, in relation to the detrimental consequences deriving to the Customer or to third parties from the use of the value-added information products supplied in execution of the Contract.
- 5.4 The Company guarantees that the information data provided in execution of the Contract have been legitimately acquired and have been legitimately processed in accordance with the Privacy Law for the provision of the Services.
- 5.5 The Company guarantees that any information provided by the Customer will be processed exclusively for the purposes connected with the execution of the Contract, undertaking to take all precautionary measures to ensure that it is not made accessible to unauthorized third parties. The Customer is solely responsible for the truthfulness, reliability, accuracy, consistency and relevance of the data entered by the same for the purpose of using the Software.
- 5.6 The Customer declares to be aware that the provision of the Services will determine the assumption by the same, with reference to the personal data they may contain, of the quality of independent data controller pursuant to the Privacy Law, expressly exempting the Company from any liability. consequent to an unlawful processing of data and obliging itself to indemnify it and hold it harmless from any request for compensation formulated by the interested parties in relation to such unlawful treatment.
- 5.7 The Customer remains solely responsible for the suitability of the IT tools used to access the Websites and obtain the provision of the Services, also exonerating the Company from any responsibility for the malfunctioning of telematic links provided by third parties.
- 5.8 In the event that access to the Websites is temporarily prohibited for reasons attributable to the Company, the Company undertakes to intervene promptly in order to restore its correct functioning, meaning that the intervention carried out within two working days following receipt is intended as timely. of the notification by the Customer.
- 5.9 The Customer expressly authorizes the Company to monitor the use of the Software by the same, including by tracing access to the Platform.
- 6.1 Any dispute regarding even partial non-fulfillment of the Company, the malfunctioning of the Websites and errors, omissions, delays or inefficiencies of any kind must be reported by the Customer by registered letter with return receipt or certified email within the term of 30 days from the date of delivery. of the Service, under penalty of forfeiture of the right to raise disputes regarding the timely and exact fulfillment of the Contract by the Company.
7. CONFIDENTIALITY CLAUSE
- 7.1 The Customer and the Company undertake not to disclose, publish or communicate in any way to third parties, in whole or in part, directly or indirectly, information of a technical, technological, financial, marketing or commercial nature, even if not described and claimed. in a protective title, relating to the activity and operation of the other party and learned in relation to the Contract (hereinafter "Confidential Information").
- 7.2 The parties also undertake: i) not to use the Confidential Information, not to exploit it and dispose of it on their own or through third parties and to adopt all precautionary measures suitable to ensure that it remains secret; ii) to keep confidential and not to disclose the reports, studies, reports, lists, data, tables, cards, diagrams, printouts and any other document drawn up in relation to the Contract; iii) not to make any announcement or communication to the public regarding the Agreement, except with the prior written consent of the other party.
- 7.3 The Client expressly authorizes the Company to insert his name, denomination or company name in the list of his clients, accessible to any third party.
8. TERMINATION CLAUSE
- 8.1 Without prejudice to the other remedies provided by law for the case of breach of contract and for compensation for consequential damages, the Company may terminate the Contract by law pursuant to and by effect of art. 1456 cc in the event that the customer is subjected to an insolvency procedure or is in default with respect to the provisions of art. 3.3, 3.4 and 5.1.
- 8.2 The Contract will be considered terminated when the Customer becomes aware of the Company's intention to make use of this clause, expressed by registered letter with return receipt or certified e-mail.
- 9.1 The Customer authorizes the processing of their personal data for the purposes related to the execution of the Contract and in accordance with the Privacy Law.
- 9.2 The clauses of the Contract exhaust and govern the entire agreement between the Customer and the Company, replacing all the agreements previously entered into between the parties.
- 9.3 No agreement modifying the Contract can be considered binding if it is not drawn up in writing, signed by the Customer and the Company and makes express reference to the Contract, stating that it wishes to modify or expand its content.
- 9.4 Without prejudice to the provisions of art. 6, the possible tolerance of one of the parties to the conduct of the other in violation of the provisions contained in the Contract does not constitute a waiver of the rights deriving from the violated provisions nor of the right to demand the exact fulfillment of all the terms and conditions provided therein.
10. APPLICABLE LAW AND JURISDICTION
- 10.1 The Contract is governed by Italian law.
- 10.2 With regard to disputes that may arise with reference to the interpretation, execution, resolution and cessation of effectiveness for any cause of the contract, the Court of Monza is exclusively competent.
Pursuant to and for the purposes of articles. 1341 and 1342 of the Italian Civil Code, the Customer declares to have carefully read and expressly and specifically approve the following clauses: art. 5.2, 5.3, 5.5, 5.6 and 5.7 (limitations of the Company's liability); art. 4.2 (the Company's right to withdraw); articles 2.2, 3.9 and 4.1 (right of the Company to suspend the execution of the Contract); art. 6 (forfeiture of the Customer); art. 4.1 (tacit renewal of the Agreement); articles 3.6 and 3.10 (limitations on the Customer's right to make exceptions); art. 10.2 (Jurisdiction).