GENERAL TERMS AND CONDITIONS

1. Definitions
The following terms, if contained in the contract, shall have the following meanings:
24/7/365: acronym used in these Terms and Conditions and also in the contract to indicate that, except in cases of interruption/suspension provided for therein, the SENECA Cloud Service is provided and used without interruption for 24 hours a day, seven days a week, 365 days a year.
Access credentials: login and password sent by SENECA to the Customer following the contract signing.
Confidential information: (i) information pertaining to the Supplier which the latter considers or classifies as confidential and which the Customer has received on any basis associated with the contract's application and/or (ii) information pertaining to the Supplier which, by virtue of its nature, content or the circumstance in which it is disclosed, would normally be considered confidential. For purposes of illustration, the following constitutes confidential information of SENECA SRL: all of the services, characteristics, configurations and technical information of the Service, estimates, audit or safety reports, development plans of the product.
Virtual infrastructure/s: web applications/Software as a Service (SaaS) activated, allocated exclusively by the Customer for itself or for third parties through the Service and used and/or managed by the Customer for itself or for third parties, or by third parties directly if so authorised by the Customer.
Software licenses: authorisations issued by the owners of the software products.
Panel: the area dedicated to management of the SENECA Cloud Service which the Customer accesses using its own Credentials for the website cloud.seneca.it inside the section dedicated to the individual service.
Cloud Platform: set of systems and interfaces by which the Customer manages and interacts with the SENECA Cloud Service.
Policy for use of the SENECA Cloud services: the document drawn up by the Supplier and published on the website www.seneca.it which specifies the rules of conduct and the limits of use of the Cloud Service which all Customers should observe.
Supply service: the document drawn up by the Supplier and published on the website cloud.seneca.it - unless otherwise separately agreed between the parties - which defines the service levels and also the penalties incurred by the Supplier where it fails to achieve the pre-established levels.
SENECA Cloud Service/s (also "Service/s"): the Services provided by SENECA, as indicated and described on the webpages cloud.seneca.it.

2. General provisions
The supply of the SENECA Cloud Services is regulated by the contract (hereinafter the "contract") drawn up and signed by the company SENECA S.r.l. based in Padua (PD), Via Austria 26, VAT No. 02536650282 (hereinafter "SENECA" or the "Supplier") and the natural or legal person, public or private entity, or association, identified as a Customer in the order form (hereinafter the "Customer” for short), together the "Parties". The contract is constituted by these terms and conditions of supply (hereinafter "Terms and Conditions”), and by the privacy policies that form an integral and essential part thereof for all purposes of law.

3. Scope of the contract
The scope of the contract is the supply of SENECA Cloud Services, embracing the type of services provided and subject to the procedures, technical characteristics, limitations and economic conditions applicable at the time of the contract signing and outlined on the website cloud.seneca.it

4. Finalisation of the contract
The contract is finalised on the date when the service is properly and punctually activated on the SENECA Cloud platform, filled out and accepted by the Customer in all of its parts simultaneously with a viewing and acceptance of the License Terms and of the data processing and associated Privacy Policy. The activation of the Services will be followed by an email message to the Customer's email address provided, containing the Customer's access Credentials. The parties agree, in any case, that the Customer’s use of the Services shall constitute acceptance of all of the contractual terms and conditions.
The Customer, by registering on the portal cloud.seneca.it, acknowledges and accepts that it is entering into a contract the sole valid version of which is in the Italian language; the other versions which SENECA provides and any other foreign language versions are made available to the Customer exclusively as a courtesy.

5. Consideration for the Service - payment method and price list
5.1 The Service offered by SENECA on its Cloud platform is included when purchasing the hardware solution and is valid for 24 months from the activation date. For more information on the methods and costs of renewal, on a yearly or multi-annual basis, please refer to the website cloud.seneca.it.
5.2 The Customer can create, allocate, use and manage the Cloud platform and/or resources and/or permissions for multilevel users on the website cloud.seneca.it. Through the web page www.seneca.it/myboat, as soon as the amount has been paid and collected by SENECA, the preselected service or services is/are managed from the aforementioned Panel. The service will cease as soon as the period of service expires, but it may be resumed if the User purchases a new valid subscription period and reactivates the service as indicated at the link cloud.seneca.it. Service continuity is guaranteed by purchasing a renewal before the expiry of the currently valid period.
5.3 For the SENECA Cloud platform, the prices for acquiring and using the Services are published on the website www.seneca.it/myboat.

6. Activation and provision of the Service
6.1 By activating the Service, the Customer may begin to create and allocate its own Cloud Infrastructure for which it alone will be responsible, and to which it alone will have exclusive access through the aforementioned Panel.
6.2 The parties specifically agree that SENECA, in relation to each Service, is not subject to any general supervisory obligation and therefore it does not monitor or oversee the actions or conduct of the Customer and/or of any third parties authorised by the Customer through those infrastructures, therefore it does not monitor or oversee information and/or data and/or content which they place on said infrastructure; in any case, SENECA is and remains extraneous to the activities which the Customer and/or any authorised third parties carry out in full independence by remotely accessing, online, their credentials granting access to the respective Cloud Infrastructures and associated services. In any case, once the Customer has gained access to the Service, it shall be the sole Data Controller within the meaning of Legislative Decree 196/2003 and European Regulation No. 679/2016, for the processing of any data entered and/or processed in such infrastructures.
6.3 Purely for courtesy purposes and, therefore, without undertaking any binding obligation in this regard, SENECA reserves the right to notify the Customer by email of the upcoming expiry of the service validity period. The Customer will be able to ensure the continuity of the service provision and extend the term of the service by paying SENECA the relevant price using one of the payment methods indicated on the webpage www.seneca.it/myboat prior to the deadline for expiry of the service period. When that deadline is reached, the Service provision will be suspended for the periods specified in the link www.seneca.it/myboat. If the Customer does not renew by the deadline for the suspension of the Service, the Service will be deactivated, and data and/or information and/or content entered and/or processed by the Customer and/or third parties authorised by the latter on the Cloud account will be kept for 15 days solely as a courtesy, without SENECA undertaking any binding obligation in this regard, and therefore excluding any liability on its part in the event that said data are lost or damaged totally or partially. If this further period elapses without a new period of validity being registered on the Panel, then any data and/or information and/or content entered and/or processed by the Customer and/or by any third parties on the virtual Account/s created and allocated through the Service will be permanently deleted and no longer recoverable. In this event, the Customer remains exclusively responsible for any recovery of data and/or information and/or content which it has entered and/or processed in the Cloud accounts concerned, subject to reactivating the Service if necessary, and signing a new contract if SENECA has exercised its right of withdrawal under Article 12 of the Terms and Conditions or if one of the conditions provided for by Article 13.3 of the Terms and Conditions have occurred. The foregoing is subject to any different agreements formalised between the parties.

7. Obligations and disclaimers of SENECA
7.1 SENECA enables the Customer to use a Cloud account on its platform and to use the Cloud Service 24/7/365 service in conformity with the service levels provided for by the supply terms and by the technical specifications.
7.2 SENECA's obligations and responsibilities to the Customer are those defined in the contract, therefore in the event of any contractual breach or non-performance attributable to SENECA, the latter will be liable within the limits provided for by the supply terms, with express exclusion from the outset of any other indemnity or compensation payable to the Customer for direct or indirect loss of any kind, on any basis whatsoever. The Customer acknowledges and accepts from the outset that in all cases in which the supply is not applicable, SENECA's liability will extend only to the proportionate figure corresponding to the period that remains in force.
7.3 SENECA reserves the right to interrupt the Service provision in order to carry out technical interventions to improve its operation. The Customer will receive email notification for this purpose, as a courtesy; the email shall also specify service restoration times if available.
7.4 Unless the operation is specifically included and provided for under the terms of the Service purchased, SENECA does not back up - in the virtual infrastructure - data and/or information and/or content processed by the Customer on its own behalf or for third parties or by the latter if authorised by the Customer, although SENECA does periodically backup the entire content of the storage devices, as a precaution, with a view to restoring the Service as necessary. In any case, SENECA provides no guarantee regarding the use of the Service in relation to the protection and retention of the aforementioned data and/or information and/or content.
7.5 SENECA shall not be held liable in any circumstances for the use to which the Infrastructure is put in the context of critical situations involving, for example, specific risks to the safety of persons, environmental damage, specific risks associated with mass transit services, the management of nuclear and chemical installations and medical devices.
7.6 SENECA assumes no liability in any circumstances whatsoever for information, data, content entered or transmitted and otherwise processed by the Customer on its own behalf or for third parties or by the latter if authorised by the Customer, in the Cloud account and, in general, for the use to which the aforementioned Cloud account is put, and it reserves the right to take steps to safeguard its rights and interests, including communicating data to relevant parties which may assist in identifying the Customer. SENECA shall not be held liable for any direct or indirect loss of any kind caused by the Customer to third parties who have availed of the Service in any form and on any basis whatsoever.
7.7 SENECA assumes no responsibility, in any case, for times, methods or non-delivery of alarm notifications (in any form) or notifications (or data) provided by the system including (but not exclusively) push notifications, sms, emails or phone calls. SENECA in no circumstances (and in no manner) connects to or is able to act on third party systems such as internet or telephone connections or operating systems including, for purposes of illustration, Android™, Apple™, Microsoft™ which remain in use by and under the control of the Customer.
7.8 SENECA provides no SLA (service level agreement) for the service provided including - but not exclusively - its uptime and usability.

8. Customer's obligations and rights
8.1 The Customer is entitled to use the Service 24/7/365 according to the technical specifications and in conformity with the service levels of the supply, and acknowledges - in the event of non-compliance with those service levels - that it is entitled solely and exclusively to an indemnity corresponding to the period remaining in force and provided for therein, excluding any other indemnity or compensation for direct or indirect loss of any kind. The Customer acknowledges and accepts, moreover, that it has no entitlement to claim from SENECA any indemnity or compensation for direct or indirect loss if one or more of the conditions occur whose application is excluded by the supply itself. The Customer also acknowledges and accepts from the outset, for itself and for third parties who have availed of the Service in any form and on any basis whatsoever, that in all cases in which the supply is not applicable, SENECA's liability will extend only to the proportionate sum that corresponds to the period remaining in force.
8.2 The Customer guarantees that the data and information provided to SENECA for purposes of finalising the contract are true, correct, and enable it to be identified. SENECA reserves the right to check such data and/or information also by requesting supplementary documentation which the Customer undertakes from the outset to send on.
8.3 The Customer declares that it has all the technical knowledge required in order to ensure the correct use, administration and management of the Cloud account and, in any case, it acknowledges that its processing of data and/or information and/or content and the ensuing dissemination online of such data and/or information and/or content using the same infrastructure/s are done at its own risk and under its own responsibility.
8.4 The Customer acknowledges that the internet is not controlled by SENECA and that, due to its particular web structure, no public or private entity including SENECA is in a position to guarantee and monitor the performance and functionality of the various branches of the web and control the content of information transmitted through its network. For this reason, SENECA cannot be held liable for the transmission or receipt of illegal or unlawful information of any kind.
8.5 The Customer - also in the name and on behalf of third parties whom it may have permitted to use the service on any basis whatsoever - undertakes to utilise the Service exclusively for lawful purposes that are sanctioned by applicable legal and regulatory provisions, by standard practice in the sector, by rules of care and diligence and, in any case, without undermining any right and entitlement of third parties, accepting all associated responsibility. The Customer declares that it is the sole and exclusive administrator of the Service and, as such, that it is the sole party responsible:
(i) for managing data and/or information and/or content processed by it inside the virtual infrastructure, and for ensuring the security and backup of such data and/or information and/or content, and for implementing any other activity considered useful or necessary to ensure their integrity, undertaking accordingly to put in place adequate and appropriate data security measures at its own expense;
(ii) for the content of information, audio, text, images, elements of form and of data accessible and/or made available in the virtual infrastructure or transmitted or put online by the Customer for any reason whatsoever;
(iii) for malfunctions of the Service due to any irregular use thereof;
(iv) for the loss or disclosure of access credentials;
(v) for managing accesses to its Panel (any connection, change to the Service or order made through the Customer's Panel shall be deemed to have been done by the Customer and no other party); the Customer undertakes the responsibility of changing the password for access to the Panel at recommended intervals of 6 (six) months.
8.6 The Customer undertakes to notify SENECA - by opening a special ticket on the SUPPORT & ASSISTANCE page on www.seneca.it - of any change of its personal data and contact details including the e-mail address indicated when the order was placed.
8.7 The Customer also undertakes to promptly notify SENECA of any unauthorised use of its account or of any other security breach encountered.
8.8 In relation to the validation of all operations that are carried out from the Panel, the Customer acknowledges and accepts, for itself and for third parties whom it has permitted to utilise the Service on any basis whatsoever, that only the Supplier LOGS kept in accordance with law will be accepted as valid. The Customer, however, is the sole and exclusive party responsible for any other operation carried out on its behalf or for third parties, or by the latter directly, involving the use, administration and management of the various infrastructures created and allocated through the Service, and accordingly it undertakes, in relation to those operations:
a) to observe or ensure that third parties observe regulatory provisions in force from time to time which are applicable to them, including applicable personal data protection rules (Legislative Decree 196/2003 and European Regulation No. 679/2016);
b) to indemnify SENECA against any application or claim seeking compensation for loss of any kind, direct or indirect, that is brought by any party in this context;
8.9 The Customer undertakes from the outset to indemnify SENECA against any application or claim brought by third parties for loss caused to them by or following from the use of the Service. The Customer shall cover all costs, compensation for loss and charges, including any legal fees, which may result from such actions for liability, and it undertakes to notify SENECA of any such legal proceedings instituted against it.
8.10 The Customer undertakes to inform any third parties whom it has permitted to use the Service, on any basis whatsoever, of all of the provisions of the contract without exception and to ensure that they observe those provisions, and it also undertakes to indemnify SENECA against any applications and/or claims for compensation for loss, by whomever instituted, which are based on the infringement of the aforementioned provisions or on the conduct of the Customer or of the aforementioned third parties.

9. Assistance and maintenance
9.1 Technical assistance is provided exclusively according to the procedures and timeframes specified on SUPPORT & SERVICE www.seneca.it. The Customer shall, in any case, promptly notify SENECA of any irregularities or malfunctions which it encounters in relation to the Service. SENECA will make all reasonable efforts to look into any problematic issues notified by the Customer at the earliest possible opportunity, consistently with the assistance provision schedules as indicated on the SUPPORT & ASSISTANCE website www.seneca.it. Assistance is provided for software and appliances produced by SENECA, and assistance cannot in any circumstances be provided for systems that are not produced by SENECA.
9.2 SENECA may carry out any "customised" interventions and, in any case, interventions to provide the technical assistance necessary in order to ensure the Service's proper operation. In such cases, the Customer authorises SENECA and/or the companies that may be appointed by the latter to carry out the technical intervention that is requested and/or that proves necessary; the Customer acknowledges and accepts that such intervention may occur at different times based on the following criteria: a) type of intervention required; b) according to the incoming order of the requests for intervention; c) priority status of the request for intervention. The Customer undertakes to provide all the specifications and information which SENECA requests, so that the requested intervention can be carried out properly and promptly.
In relation to the intervention referred to in this subsection, which is exclusively of a technical character, the Customer:
a) is cognisant that such intervention could endanger the operation of the Service or the integrity of data and/or information and/or content that it has entered and/or processed through the Service;
b) acknowledges and accepts that SENECA, by carrying out the intervention, assumes an obligation of means and not of result and that it will not in any circumstances take part in managing or intervening on data and/or information and/or content processed by it and/or input using the Services and/or in its own remote workstation, as it does not participate in and/or determine these in any way;
c) accepts responsibility from the outset for all the risks involved; and
d) undertakes from the outset to procure - prior to the intervention - a complete backup copy of the data and/or information and/or content that it has input and/or processed using the Service.
9.3 SENECA S.r.l. undertakes to ensure a level of professionalism corresponding to the contract performances requested, in accordance with industry standards and applying the necessary care and diligence, for as long as strictly necessary in order to perform the service requested and, at the same time, it does not obtain and/or store information that is present in the Customer's information files.
9.4 Subject to the foregoing, the Customer in any case, from the outset, indemnifies SENECA and/or the Companies controlled by it and their personnel, and also the external Companies tasked with carrying out the intervention and their personnel, against any direct or indirect loss of any kind incurred and still being incurred which is attributable to the interventions referred to in Article 9 herein.
9.5 SENECA reserves the right to suspend or interrupt the Service provision in order to carry out technical maintenance interventions. In this event, the Customer will receive email notification with appropriate advance notice; the email shall also specify service restoration times if available.
9.6 The Customer acknowledges and accepts from the outset that if the situation referred to in Article 11.1 letter g) should occur, the Customer may use its own systems to carry out automatic operations to update/maintain the Service which it considers at its discretion to be required; in this case the Customer indemnifies SENECA from the outset against any direct or indirect loss of any kind incurred or still being occurred which is attributable to such interventions, including, for purposes of illustration, loss deriving from interruptions to the Service and/or non-visibility of the website and/or inability to utilise a secondary service including, but not limited to, Apps and/or any method of consultation and/or loss of data.

10. Contract term
The contract regulates the supply of the Services to the Customer with effect from the date of its completion. The contract lasts until the expiry of the last of the Cloud services which the Customer purchases, and each Party has the right to withdraw, such withdrawal to be notified to the other party according to the procedures provided for in Article 12 below. Upon the contract termination, SENECA will deactivate the Service.
Save as provided for by the other documents which constitute the contract, the Customer acknowledges and accepts that at the expiry date of each Service and, in any case, upon the termination of the contract for any reason whatsoever, the Parties will be automatically released from their respective obligations; the Customer acknowledges and accepts its exclusive responsibility for obtaining and keeping a copy of the data and/or information and/or content processed through the Service/s, and the parties agree that once the contract has terminated or the Service expired, such data and/or information and/or content may no longer be recoverable. In any case, the Customer indemnifies SENECA from the outset against any and all liability for total or partial loss or damage to data and/or information and/or content input and/or processed by the Customer using the Service/s. The Customer is exclusively responsible for restoring data and/or information and/or content which it inputs and/or processes, as relevant, subject to reactivating the Service in question, and entering into a new contract if necessary.

11. Suspension of the Service
11.1 Without prejudice to the application of the Article 12 below, SENECA reserves the right to suspend the Service without prior notice, at its discretion, and such suspension will not constitute an infringement of the contract actionable in law, if:
a) the Customer infringes any one of the provisions of the contract, including those contained in the Policy for use of the SENECA services;
b) the Customer fails to meet SENECA's requirements, in whole or in part, and its conduct leads to the reasonable apprehension that it has failed to comply with the contract or is responsible for one or more breaches of its provisions;
c) there is a reasonable basis for believing that the Service is being used by unauthorised third parties;
d) cases of force majeure or other circumstances occur which, at SENECA's absolute discretion, require emergency intervention, or intervention to resolve safety issues or hazards to the entire network and/or to persons or property; in this event, the Service will be restored when SENECA considers, at its discretion, that the causes of the service suspension/interruption have been effectively removed or eliminated;
e) the Customer is involved, on any basis whatsoever, in judicial proceedings or in out-of-court proceedings of a civil, criminal or administrative nature, or the dispute in question relates to acts and conduct associated with the use of the Service and/or Infrastructure;
f) the suspension is requested by judicial order.
In the event that any suspension of the Service is attributable to the Customer, SENECA’s entitlement to bring an action seeking compensation for loss will be guaranteed.
g) the Customer uses equipment and/or software which is defective or non-approved, or is subject to malfunctions that could cause security and/or vulnerability issues for the Service, damage the integrity of the network and/or disrupt the Service and/or generate risks to the physical safety of people and property.
11.2 During the Service suspension, the Customer will not be able to access data and/or information and/or content which it has input and/or processed in the cloud Infrastructure.

12. Withdrawal
12.1 The Customer has the status of "consumer" within the meaning of Article 3 of Legislative Decree 206/2005 (the "Consumer Code"), it may exercise its right of withdrawal according to forms and procedures provided for by Articles 52 et seq. of the Consumer Code within 14 (fourteen) days from the date of the contract signing, without penalty and without the need to indicate the reasons for such withdrawal. In particular, the Customer must specifically communicate its intention to withdraw by using the form available at the link cloud.seneca.it, or by expressly declaring its intention to withdraw from the contract in any other form, notifying the withdrawal exclusively by registered letter with proof of receipt to the addresses indicated in Article 17.8 below, or by certified e-mail (PEC) to senecasrl@pec.it. In the event that the right of withdrawal is exercised (within the 14 day deadline), SENECA will refund to the Customer payments which SENECA received for the cloud service, using the same payment method which the Customer used for payment, or using a different payment method agreed with the Customer, who should not incur any charges for the refund.
12.2 Subject to the foregoing, the Customer, whether or not it has the status of "consumer" pursuant to Article 3 of Legislative Decree 206/2005 (the Consumer Code), will always be entitled to withdraw from this contract at any time, without penalty and without the need to specify the reasons, by notice in writing transmitted by registered letter with proof of receipt to the addresses indicated at Article 17.8 below, or by certified electronic mail to senecasrl@pec.it. The withdrawal shall take effect after 30 (thirty) days have elapsed from the date when SENECA receives the aforementioned communication;
12.3. SENECA reserves the right to withdraw from the contract at any time, and without the need to provide reasons, sending the Customer advance written notice of at least 30 (thirty) days to this effect by email, but if Force Majeure events should occur then SENECA reserves the right to withdraw from this contract with immediate effect. After the aforementioned deadline has elapsed, the contract shall be deemed to be terminated and SENECA may at any time deactivate the Service without further notice and proceed to reimburse the Customer. SENECA shall, in any case, be exempt from any further liability or responsibility in connection with the exercise of the right of withdrawal and/or for the non-use of the Service by the Customer, or for the latter's consequent entitlement to claim any other refund or indemnity or compensation of any kind.

13. Termination clause, termination for breach, cessation
13.1 Without prejudice to the other provisions of the contract, the latter shall be deemed to be terminated with immediate effect if the Customer infringes the obligations contained in Articles 7, 14 and 15 of this Section I of the Conditions, and also the provisions contained in documents to which those Conditions refer, or infringes the obligations provided for in Articles 3 and 5 of Section II of the Conditions, or infringes the Policy for use of the SENECA services, or carries out any unlawful activity through the Service.
13.2 Moreover, in the event that the Customer fails to comply with its obligations under the contract, SENECA reserves the right at any time to send the Customer a notice to perform within 15 (fifteen) days of receipt of the relevant registered letter, in accordance with Article 1454 of the Civil Code.
13.3 Subject to the provisions of Articles 13.1. and 13.2 above, the contract will automatically terminate at the end of the period of validity, without SENECA being required to notify the Customer of same.
13.4 As of the date of termination and/or cessation of the contract in the cases provided for by this article, the Service will be deactivated and SENECA will be entitled to charge the Customer for any additional costs which it has borne, without prejudice to its entitlement to seek compensation for any loss incurred. The provisions of Article 12.3 above shall apply in any case of contract termination..

14. Amendments to the contract and/or to the SENECA Policies
14.1 The Customer acknowledges and agrees that the Service the subject of the contract avails of continually evolving technology, and therefore SENECA reserves the right to improve the technical and/or economic features of the Service and of the equipment associated with the Service, and to amend the contractual conditions at any time, also after the contract signing, without this generating obligations of any kind on the Customer's part.
14.2 In the event that SENECA makes technical-economic changes that render the Service less favourable in performance and/or economic terms, or amends any of the contractual conditions, those amendments will be notified to the Customer by e-mail or published on the website cloud.seneca.it. Subject to the provisions of Section II, the aforementioned amendments will take effect after 30 (thirty) days have elapsed from the date of their notification. The Customer may, by the same deadline, exercise its entitlement to withdraw from the contract by sending notice in writing, transmitted according to the procedures and timeframes provided for by Article 11 above. If the Customer does not exercise its right of withdrawal by the deadlines and in the manner indicated above, then it shall be deemed to know and definitively accept the changes and amendments in question. Subject to the foregoing, SENECA may modify technical characteristics, systems and resources in light of the normal technological evolution of hardware and software components, guaranteeing that the Customer benefits from the same functionality.
14.3 Subject to the foregoing, SENECA reserves the right to make amendments and changes at any time, based on the considerations referred to in subsection 1 above or in compliance with applicable legal provisions; in this case, too, the Customer may exercise the rights and entitlements provided for in subsection 2 above.
14.4. With reference to the Cloud Service, SENECA declares and the Customer acknowledges and accepts that: a) the aforementioned APIs are made available without any minimum guarantee of continuity; b) it reserves the right to modify, delete or suspend these APIs at any time and without notice, notwithstanding the provisions of this article, or to carry out any intervention on said APIs which SENECA considers, at its sole discretion, to be necessary/useful/appropriate for the optimal functionality of the Service. Without prejudice to the provisions of letters a) and b) above, the Customer: - acknowledges and accepts that SENECA - notwithstanding the provisions of Article 9 above - provides no specific technical assistance support for operations that the Customer decides carry out in its own virtual Infrastructure, as a consequence of SENECA's interventions on the APIs; and - releases SENECA from any liability, declaring accordingly that it has no standing to institute claims against SENECA for any effects and consequences (direct or indirect) that SENECA's API-related interventions may have on the Virtual Infrastructure. All without prejudice to the Customer's entitlement to withdraw from the contract, pursuant to Article 12 above.

15. Copyright and licenses
15.1 The Customer is obliged to utilise the Service in compliance with SENECA's intellectual and/or industrial property rights, as indicated in the Policy for use of the SENECA services. SENECA and/or its predecessors in title have exclusive title to the software and any other copyright or intellectual property right, therefore the Customer does not acquire any right or title in this connection, and shall use the aforementioned software and rights exclusively during the contract term.
15.2 Where licenses are provided by third party suppliers through SENECA, the Customer, on its own behalf and/or for third parties whom it has allowed to utilise the Service, acknowledges that it has seen the relevant terms and conditions and it undertakes to use the software according to the procedures indicated on the respective websites, exclusively for its own use. The Customer undertakes to accept and respect the terms of the aforementioned licenses. The Customer declares that it knows that the Licenses are in place between the Customer and the owner of the copyrights to same, excluding any liability on SENECA's part.
15.3 The Customer is specifically forbidden from marketing the Cloud Service as agent or reseller or dealer or distributor or licensee of SENECA or in any other capacity and, in any case, from marketing said Service or from using it as a SENECA service, or from exploiting the trademarks and/or images and/or promotional-advertising material of SENECA or, more generally, any intellectual and/or industrial property right which it uses or to which it has title.

16. Data security
The Customer - acknowledging that SENECA has the means and/or instrumentation available which is considered necessary to optimally safeguard information and data (physical, logical, IT and organisational) - undertakes from the outset not to disclose or make available to third parties, in any manner, confidential information which it receives or manages in connection with the implementation and/or application of the contract, without specific written consent to this effect from SENECA.

17. Final provisions
17.1 This Agreement annuls and replaces any other previous agreement between SENECA and the Customer which is referable, on any basis whatsoever, to the same access credentials (login and password) and related to the Service, and is the most recent comprehensive manifestation of all the agreements between the Parties pertaining to this subject matter. No modification, apostille or clause added to this contract will be valid and enforceable between the Parties unless it has been specifically approved in writing by both. Any special agreements with the Customer shall be in writing and will constitute addenda to this agreement.
17.2 Any non-compliance by the Customer and/or any conduct that diverges from the contractually compliant performances may not in any circumstances be considered to be tacit exemptions or derogations from the contract, or as tacit acceptance of such compliance, even if SENECA does not dispute same. The failure by SENECA, if any, to exercise or assert any right or clause of the contract shall not constitute a waiver of such right or clause.
17.3. Save as otherwise specified in the contract, SENECA is entitled to send its communications to the Customer either by email (certified or otherwise), by registered letter with proof of receipt, by ordinary post or by fax to the addresses which the Customer indicated at the order stage and, accordingly, those addresses shall be deemed to be known and accepted by the parties. Changes to the Customer's addresses and contact details, including the email address specified when activating the cloud account, which are not notified to SENECA in accordance with the procedures provided for herein, shall not be legally valid or enforceable against the latter.
17.4 Except for the cases specified in the contract, all communications that the Customer intends to send to SENECA in connection with the contract, including requests for assistance, shall be sent by e-mail as indicated on the SUPPORT & ASSISTANCE page www.seneca.it, except for the form envisaged for communications referred to in subsection 7 below.
17.5 If one or more clauses of the contract should become totally or partially invalid and/or unenforceable, this shall not entail the invalidity of the other clauses thereof, which shall be deemed to be fully valid and enforceable.
17.6 For any matters not specifically covered by this contract, the Parties shall as far as possible make reference to the provisions of applicable laws.
17.7. Any complaints related to the provision of the Service, also in relation to non-compliance with the terms of supply, should be addressed to: SENECA S.r.l. Via Austria, 26 – 35127 Padua (PD) by registered letter with proof of receipt, or by email using the SENECA Customer support service, by and no later than 7 days from the date when the event in question occurred. SENECA will examine the complaint and respond in writing no later than 30 (thirty) days from receiving same. If the particular complexity of a complaint rules out a comprehensive response by the aforementioned deadline, SENECA will notify the Client of the progress of the case by that deadline.
17.8 The relationship between SENECA and the Customer instituted by the contract is not to be understood as an agency or representation or corporate relationship, or a collaboration or association or other similar or equivalent contractual arrangement. 16.9 The Customer undertakes not to assign the contract to third parties without prior written authorisation from SENECA.

18. Extended validity
This clause, the other clauses of these Terms and Conditions indicated below, and also the provisions contained in documents to which these clauses refer will continue to be valid and enforceable between the Parties also after the cessation or termination of Section I, on whatever basis this occurs and to whichever party it is attributable:
1. Definitions
5. Activation and provision of the Service
6. Obligations and disclaimers of SENECA
7. Customer's obligations and rights
11. Withdrawal
12. Termination clause, termination for breach, cessation
14. Copyright and licenses
15. Data security

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