{"id":4135,"date":"2025-10-03T09:27:44","date_gmt":"2025-10-03T07:27:44","guid":{"rendered":"https:\/\/www.interacta.space\/?page_id=4135"},"modified":"2025-10-03T09:33:40","modified_gmt":"2025-10-03T07:33:40","slug":"termsconditions-2024-08-01","status":"publish","type":"page","link":"https:\/\/www.interacta.space\/en-gb\/termsconditions-2024-08-01\/","title":{"rendered":"Terms&Conditions"},"content":{"rendered":"
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INTERACTA _Terms of Service Contract<\/b><\/h2>\n
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Version 7.0, August 01, 2024<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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–<\/p>\n

This Interacta Agreement (the \u201cAgreement\u201d) is made between Dinova Srl, located at Via dei Lapidari 12, 40129 Bologna, Italy and the person accepting these terms (\u201cCustomer\u201d) for the use of the Interacta Software Solutions Services (\u201cServices\u201d). This Agreement is effective as of the date Customer signs an offline sales proposal provided by Dinova or an Authorized Reseller, or provides an equivalent offline purchase order.<\/p>\n<\/div>\n

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Services<\/strong>.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

1. Provision of the Services<\/b><\/p>\n

1.1 Use of Services. During the Term, Dinova will provide the Services in accordance with the Agreement. Customer may use the Services ordered in the applicable Order Form or Reseller Order in accordance with the present Contract.<\/p>\n

2.\u00a0Modifications<\/strong><\/p>\n

(a) To the Services. Dinova may make commercially reasonable changes to the Services from time to time. Dinova will notify Customer if it makes a material change to the Services that materially impacts Customer’s use of the Services.<\/p>\n

(b) Changes to the Agreement. Dinova may make commercially reasonable changes to this Agreement from time to time. If Dinova makes a material change to the Agreement, Dinova will notify Customer by sending an email to the notification email address or by notifying Customer through the Administrative Console. Material changes to the Agreement will be effective thirty days after notice, except to the extent the changes apply to new features, in which case the changes will be effective immediately. If the change has a material adverse impact on Customer, and the change is not the result of Dinova complying with a court order or applicable law, Customer may notify Dinova within thirty days of notice of the change that it disagrees with the change. If Customer notifies Dinova as required, then Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the expiration of the then-current Agreement or (ii) 12 months after Dinova notifies Customer of the change, unless the change to the Agreement is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated Agreement.<\/p>\n

(c) Discontinuance of Services. Dinova may discontinue any Service or any part or feature thereof for any reason at any time without liability to Customer.<\/p>\n

(d) Deprecation Policy. Dinova will notify the Customer if it intends to make a Significant Deprecation in the Services. Dinova will use commercially reasonable efforts to continue to provide the Services without a Significant Deprecation for at least one year after that notification, unless (as Dinova determines in its reasonable good faith judgement): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the \u2018Deprecation Policy\u2019.<\/span><\/p>\n

3.\u00a0Customer obligations<\/strong><\/p>\n

3.1 Compliance. Customer shall ensure that all use of the Services by Customer and its End Users complies with this Agreement.<\/p>\n

3.2 Privacy. Customer is responsible for obtaining all consents and notices necessary to enable (a) Customer’s use and receipt of the Services and (b) Dinova’s access, storage and processing of data provided by Customer (including Customer Data) under the Agreement.<\/p>\n

3.3 Administration of the Services by Customer. Customer may designate one or more Administrators through the Administration Console who will have the rights to access the Administrator Account and administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Accounts; (b) designating those authorized to access the Admin Accounts; and (c) ensuring that all activities that occur in connection with the Admin Accounts comply with the Agreement. Customer agrees that Dinova’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Dinova is only a data processor.<\/p>\n

3.4 Administrator Access; End-User Consent.<\/p>\n

(a) Administrator Access. Administrators will have the ability to access all of Customer’s End User Accounts, including the ability to access, monitor, use, modify, retain, or disclose any data available to End Users associated with their End User Accounts.<\/p>\n

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(b) End User Consent. Customer will obtain and maintain all consents required from End Users to enable: (i) Administrators to have the access described in this Agreement; and (ii) Dinova to provide the Services to Administrators and End Users.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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3.5 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Dinova of any unauthorized use of or access to the Services of which it becomes aware.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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3.6 Restrictions. Customer shall not, and shall not permit End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for high-risk activities; (ii) in violation of the AUP; or (iii) to make or receive emergency calls.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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3.7 Support. Customer will respond, at its own expense, to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer will use commercially reasonable efforts to resolve support issues before submitting them to Dinova.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

4.\u00a0Suspension<\/strong><\/div>\n
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4.1 Suspension of End User Accounts by Dinova. If Dinova becomes aware of an End User’s breach of the Agreement, Dinova may specifically request that Customer suspend the applicable End User Account. If Customer fails to comply with Dinova’s request to suspend an End User Account, Dinova may do so. The duration of any Suspension by Dinova shall be until the applicable End User has cured the breach that caused the Suspension.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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4.2 Emergency Security Issues. Notwithstanding the foregoing, in the event of an emergency security issue, Dinova may automatically suspend infringing use. Suspension will be to the extent and for the minimum duration necessary to prevent or terminate the emergency security issue. If Dinova suspends an End User Account for any reason without prior notice to Customer, upon Customer’s request, Dinova will provide Customer with the reason for the suspension as soon as reasonably practicable.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

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4.3 Suspension to Comply with Laws. Dinova may, in its sole discretion, suspend the provision of any Service at any time if required to comply with any applicable law.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

5.\u00a0Intellectual property rights<\/b><\/p>\n

5.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other party’s content or any intellectual property of the other party. Dinova owns all intellectual property rights in the Services and the Software.<\/p>\n

5.2 Protection of Customer Data. Dinova will only access, use or otherwise process Customer Data in accordance with the Data Processing Addendum and will not access, use or otherwise process Customer Data for any other purpose. Dinova has implemented and will maintain technical, organizational and physical safeguards to protect Customer Data, as further described in the Data Processing Addendum.<\/p>\n

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6.\u00a0Confidential Information<\/strong><\/p>\n

6.1 Obligations. Recipient will use the Disclosing Party\u2019s Confidential Information only to exercise its rights and perform its obligations under the Agreement and will use reasonable care to protect itself from disclosure of the Disclosing Party\u2019s Confidential Information. Recipient may disclose Confidential Information only to its Affiliates, employees, agents or professional advisors (\u201cDelegates\u201d) who have a need to know such Confidential Information and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep such Confidential Information confidential. Recipient will ensure that its Delegates use Confidential Information received only to exercise their rights and perform their obligations under this Agreement.<\/p>\n

6.2 Required Disclosure. Notwithstanding anything to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable legal process, provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party prior to any disclosure of its Confidential Information and (b) comply with the other party’s reasonable requests regarding its efforts to object to the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that compliance with (a) and (b) could (i) result in a violation of legal process; (ii) impede a government investigation; or (iii) result in death or serious physical harm to an individual.<\/p>\n

7.\u00a0Term and Termination<\/strong><\/p>\n<\/div>\n

7.1 Term of Agreement. The term of this Agreement (the \u201cTerm\u201d) is defined in the Order Form or similar document signed by Dinova, or an Authorized Reseller, and the Customer.<\/p>\n

7.2 Termination for Breach. To the extent permitted by applicable law, either party may immediately terminate this Agreement upon written notice if (a) the other party materially breaches the Agreement and fails to cure such breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases to operate or becomes the subject of bankruptcy proceedings and the proceedings are not dismissed within 90 days.<\/p>\n

7.3 Termination for Convenience. Customer may terminate its use of the Services at any time. Provided that Buyer fulfills all of its financial obligations under the applicable Order Form or otherwise under this Agreement (including payment of all Fees for the Term of the Order), Buyer may also terminate this Agreement for its convenience at any time upon 30 days’ prior written notice.<\/p>\n

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7.4\u00a0Termination Due to Applicable Law; Violation of Laws. Dinova may terminate this Agreement and\/or any applicable Order Form immediately on written notice if Dinova reasonably believes thatcontinued provision of any Service used by Customer would violate applicable law(s).<\/span><\/p>\n

7.5 Effects of Termination or Non-Renewal. If the Agreement is terminated or not renewed, (a) all rights and access to the Services will cease (including access to User Data), unless otherwise described in this Agreement, and (b) all Fees owed by User to Dinova are immediately due upon User’s receipt of the final electronic invoice or as indicated in the final invoice.<\/p>\n

7.6 No Refunds. Unless otherwise expressly stated in this Agreement, termination or failure to renew under any section of this Agreement will not obligate Dinova to refund any Fees.<\/p>\n<\/div>\n<\/div>\n<\/div>\n

8.\u00a0Representations and Warranties\u00a0<\/strong><\/p>\n

Each party represents and warrants that (a) it has full power and authority to enter into the Agreement and (b) it will comply with all laws applicable to the provision, receipt or use of the Services, as applicable.<\/p>\n

9.\u00a0Disclaimer<\/strong><\/p>\n

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Except as expressly provided in the Agreement, Dinova makes no representations and expressly disclaims, to the fullest extent permitted by applicable law, (a) any warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about the content or information accessible through the Services.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n

10.\u00a0Limitation of Liability<\/strong><\/p>\n

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10.1 Limitation of Indirect Liability. To the extent permitted by applicable law and subject to Section 10.3 (Unlimited Liability), neither party will have any liability arising out of or relating to the Agreement for (a) indirect, consequential, special, incidental or punitive damages or (b) loss of revenues, profits, savings or goodwill.<\/p>\n

10.2 Limitation of the amount of liability. Each party’s aggregate liability for damages arising out of or in connection with the Agreement is limited to the Fees paid by the Customer during the 12 month period preceding the event giving rise to the liability.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n

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10.3 Unlimited Liability. Nothing in the Agreement excludes or limits either party’s liability for: (a) its fraud or fraudulent misrepresentation; (b) its infringement of the other party’s intellectual property rights; (c) its payment obligations under the Agreement; or (d) any matter for which liability cannot be excluded or limited under applicable law.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n

11.\u00a0Miscellaneous\u00a0<\/strong><\/p>\n

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11.1 Notices. Dinova may provide any notice to Customer under this Agreement by: (a) sending an email to the notification email address or (b) posting a notice in the administrative console. Customer may provide notices to Dinova under this Agreement by emailing Dinova’s legal department at legal@dinova.one. Customer is responsible for keeping its notification email address current throughout the term of the Agreement.<\/p>\n

11.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains responsible for the obligations it incurred under the Agreement prior to the assignment. Any other attempted transfer or assignment is void.<\/p>\n

11.3 Change of Control. In the event of a change of control (for example, through a purchase or sale of stock, merger or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days of the change of control; and (b) the other party may immediately terminate this Agreement at any time between the change of control and thirty days after receipt of the written notice described in paragraph (a).<\/p>\n

11.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (e.g., natural disaster, act of war or terrorism, riot, labor conditions, governmental action, and Internet disruption) beyond the party’s reasonable control.<\/p>\n

11.5 Severability. If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect.<\/p>\n

11.6 Applicable Law. This Agreement is governed by Italian law. For any dispute arising out of or relating to this agreement, the parties consent to the personal jurisdiction and exclusive venue of the courts of Bologna, Italy.<\/p>\n

11.7 Modifications. Any modification must be in writing and expressly indicate that it is a modification of this Agreement.<\/p>\n

11.8 Survival. The following sections will survive the expiration or termination of this Agreement: Section 5 (Intellectual Property Rights), Section 6 (Confidential Information), Section 7.5 (Effect of Termination or Non-Renewal), Section 9 (Disclaimer), Section 10 (Limitation of Liability), and Section 11 (Miscellaneous).11.9 Entire Agreement. This Agreement sets forth the entire terms agreed to by the parties and supersedes and replaces any other agreements between the parties relating to its subject matter, including prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set forth in this Agreement. The URL Terms are incorporated by reference into the Agreement. Dinova may provide an updated URL in place of any URL in this Agreement.<\/p>\n

11.10 Conflicting Conditions. In the event of a conflict between the documents that make up this Agreement, the documents in the following order (in decreasing precedence) shall prevail: the Order Form or similar document signed by Dinova and the Customer, and the URL Conditions.<\/p>\n

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11.11 Conflicting Languages. If this Agreement is translated into a language other than English and there is a discrepancy between the English text and the translated text, the English text shall prevail unless otherwise expressly stated in the translation.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n

12.\u00a0Definitions<\/strong><\/p>\n

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