Version 7.0, 01 August 2024

Terms & Conditions

Interacta

This Interacta Agreement (the ‘Agreement’) is entered into by and between Dinova S.r.l., with offices at Via dei Lapidari 12, 40129 Bologna, Italy and the entity agreeing to these terms (‘the Customer’) for use of the Interacta software solutions Services (“the Services”). This Agreement is effective as of the date that the Customer subscribes an offline commercial proposal provided by Dinova or an Authorized Reseller, or provides an equivalent offline purchase order.

Services..

(b) End-User Consent. the Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Dinova’s provision of the Services to Administrators and End Users.

3.5 Unauthorised Use. the Customer will use commercially reasonable efforts to prevent unauthorised use of the Services and to terminate any unauthorised use. The Customer will promptly notify Dinova of any unauthorised use of, or access to, the Services of which it becomes aware.

3.6 Restrictions. Customer will not, and will not allow 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; (iii) to place or receive emergency service calls

3.7 Support. The Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to the Customer’s or End Users’ use of the Services. The Customer will use commercially reasonable efforts to resolve support issues before escalating them to Dinova.

4.1 Of End User Accounts by Dinova. If Dinova becomes aware of an End User’s violation of the Agreement, then 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, then Dinova may do so. The duration of any Suspension by Dinova will be until the applicable End User has cured the breach which caused the Suspension.

4.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Dinova may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Dinova Suspends an End-User Account for any reason without prior notice to Customer, at Customer’s request, Dinova will provide Customer with the reason for the Suspension as soon as is reasonably possible.

4.3 Suspension to Comply with Laws. Dinova may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.

7.4 Termination 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).

7.5 Effect of Termination or Non-Renewal. If the Agreement is terminated or not renewed, then (a) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Dinova are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.

7.6 No Refunds. Unless expressly stated otherwise in this Agreement, termination or non renewal under any section of this Agreement will not oblige Dinova to refund any Fees.

11.1 Notices. Dinova may provide any notice to the Customer under this Agreement by: (a) sending an email to the Notification Email Address or by (b) posting a notice in the Admin Console. The Customer may provide notice to Dinova under this Agreement by sending an email to Dinova’s legal department at legal@dinova.one. Customer is responsible for keeping its Notification Email Address current throughout the Term.

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 liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

11.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, 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 after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

11.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance) that was beyond the party’s reasonable control.

11.5 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

11.6 Governing Law. This Agreement is governed by Italy law. For any dispute arising out of or relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Bologna, Italy.

11.7 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

11.8 Survival. The following Sections will survive 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 out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any 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 stated 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.

11.10 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Order Form or similar document subscribed by Dinova and the Customer, and the URL Terms.

• “Admin Account(s)” means the administrative account(s) provided to Customer by Dinova for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Dinova will provide to Customer.

• “Admin Console” means the online tool provided by Dinova to Customer for use in reporting and certain other administration functions.

• ‘Administrators’ mean the Customer-designated technical personnel who administer the Services to End Users on the Customer’s behalf.

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

• “Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

• ‘Emergency Security Issue’ means either: (a) the Customer’s or End Users’ use of the Services in violation of the Acceptable Use Policy, in a way that disrupts: (i) the Services; (ii) other the Customers’ use of the Services; or (iii) to prevent unauthorised third-party access to the Services or data within the Services.

• “End Users” means the individuals Customer permits to use the Services.

• “End User Account” means a Interacta account established by Customer through the Services for an End User.

• “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control or life-support systems, where the use or failure of the Services could lead to death, personal injury or environmental damage.

• ‘Services’ means the applicable Services provided by Dinova and used by the Customer under this Agreement.

• ‘Significant Deprecation’ means to discontinue or to make backwards-incompatible changes to the Services that results in Dinova no longer providing to its customer base the substantial ability to carry out activities and workflows with the Services.

• “Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

Use of the Services is subject to this acceptable use policy (“AUP”).

If not defined here, capitalized terms have the meaning stated in the applicable contract (“Agreement”) between customer or other authorized user (“You”) and Dinova S.r.l..

You agree not to, and not to allow third parties or Your End Users, to use the Services:

1. to violate, or encourage the violation of, the legal rights of others;
2. for any illegal, unlawful, invasive, infringing, defamatory, or fraudulent purpose;
3. to intentionally distribute viruses, worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature;
4. to use hate speech, a content that promotes or condones violence against or has the primary purpose of inciting hatred against an individual or group on the basis of their race or ethnic origin, religion, disability, age, nationality, sexual orientation, gender or any other characteristic that is associated with systemic discrimination or marginalization;
5. to engage in harassing, bullying, or threatening behavior, and do not incite others to engage in these activities.
6. to distribute people’s personal and confidential information, such as credit card numbers, confidential national ID numbers, or account passwords, without their explicit permission.
7. to upload or share content that exploits or abuses children.
8. to distribute sexually explicit or pornographic material, violent content, terrorism that’s primarily intended to be shocking, sensational, or gratuitous.
9. to spam including by sending unwanted promotional or commercial content, or unwanted or mass solicitation.
10. to alter, disable, interfere with or circumvent any aspect of the Services;
11. to test or reverse-engineer the Services in order to find limitations, vulnerabilities or evade filtering capabilities;
12. to grant multiple individuals access to an individual End User Account;
13. to record audio or video communications without consent if such consent is required by applicable laws and regulations (You are solely responsible for ensuring compliance with all applicable laws and regulations in the relevant jurisdiction(s)).

Your failure to comply with the AUP may result in:

The customer agreeing to these terms (“Customer”), and Dinova S.r.l., have entered into one Interacta Agreement (as defined below).

1.1 Capitalized terms defined in the applicable Agreement apply to this Data Processing Amendment. In addition, in this Data Processing Addendum:

• “Customer Data” means data submitted, stored, sent or received via the Services by Customer or End Users.

• “Dati personali del cliente” indica i dati personali contenuti nei Dati del cliente.

• “Data Incident” means a breach of Dinova’s security leading to the

  accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Dinova.

• “EEA” means the European Economic Area.

• “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the

  Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

• “European Data Protection Law” means the GDPR.

• “European or Italian Law” means EU or Italian State law

• “Interacta Agreement” means an Interacta Agreement under which Dinova agrees to provide Interacta services to Customer.

• “Notification Email Address” means the email address(es) designated by Customer in the Admin Console, or in Ordering Documents or communicated to Dinova (as applicable), to receive certain notifications from Dinova. Customer is responsible for using to ensure that its Notification Email Address remains current and valid.

• “Subprocessor” means a third party authorized as another processor under this Data Processing Amendment to have logical access to and process Customer Data in order to provide parts of the Services.

• “Supervisory Authority” means a “supervisory authority” as defined in the EU GDPR.

• “Term” means the period from the Addendum Effective Date until the end of Dinova’s provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Dinova may continue providing the Services for transitional purposes.

This Data Processing Addendum will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Dinova as described in this Data Processing Addendum.

4.1 Roles and Regulatory Compliance; Authorization.

4.1.1. Processor and Controller Responsibilities:

1. The applicable Term plus the period from the expiry of such Term until deletion of all Customer Data by Dinova in accordance with the Data Processing Addendum.

2. Nature and Purpose of the Processing: Dinova will process Customer Personal Data for the purposes of providing the Services to Customer in accordance with the Data Processing Addendum.

3. Categories of Data: Data relating to individuals provided to Dinova via the Services, by (or at the direction of) Customer or End Users.

4. Data Subjects: Data subjects include the individuals about whom data is provided to Dinova via the Services by (or at the direction of) Customer or End Users.

5. Dinova is a processor of that Customer Personal Data under European and Italian Data Protection Law;

6. Customer is a controller or processor, as applicable, of that Customer Personal Data under European and Italian Data Protection Law;

7. each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.

4.1.2. Authorization by Third Party Controller. Customer warrants that its instructions and actions with respect to that Customer Personal Data, including its appointment of Dinova as another processor, have been authorized by the relevant controller.

4.2 Scope of Processing.

4.2.1 Customer’s Instructions. Customer instructs Dinova to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services; (b) as further specified via Customer’s and End Users’ use of the Services (including the Admin Console and other functionality of the Services); (c) as documented in the form of the applicable Agreement, including this Data Processing Addendum; and (d) as further documented in any other written instructions given by Customer and acknowledged by Dinova as constituting instructions for purposes of this Data Processing Amendment.

4.2.2 Dinova’s Compliance with Instructions. Dinova will comply with the instructions described in Section 4.2.1 (Customer’s Instructions) (including with regard to data transfers) unless European or Italian Law to which Dinova is subject requires other processing of Customer Personal Data by Dinova, in which case Dinova will notify Customer (unless that law prohibits Dinova from doing so on important grounds of public interest) before such other processing.

5.1 Deletion During Term. Dinova will enable Customer and End Users to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer or an End User uses the Services to delete any Customer Data during the applicable Term and that Customer Data cannot be recovered by Customer or an End User, this use will constitute an instruction to Dinova to delete the relevant Customer Data from Dinova’s systems in accordance with applicable law. Dinova will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or Italian Law requires storage.

6.1.1 Dinova’s Security Measures. Dinova will implement and maintain reasonable technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (the “Security Measures”). Since Interacta is built on and delivered through Google Cloud Platform (GCP), GCP’s security measures are also applicable.

6.1.2 Security Compliance. Dinova will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.

6.1.3 Dinova’s Security Assistance. Dinova will assist Customer in ensuring compliance with its obligations pursuant to Articles 32 to 34 of the GDPR, by:

• a. implementing and maintaining the Security Measures in accordance with Section 6.1.1 (Dinova’s Security Measures);

• b. complying with the terms of Section 6.2 (Data Incidents);

• c. if subsections (a)-(b) above are insufficient for Customer

to comply with such obligations, upon Customer’s request, providing additional reasonable assistance.

6.2 Data Incidents.

6.2.1 Incident Notification. Dinova will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data

6.2.2 Details of Data Incident. Dinova’s notification of a Data Incident will describe, to the extent possible, the nature of the Data Incident, the measures taken to mitigate the potential risks and the measures Dinova recommends Customer take to address the Data Incident.

6.2.3 Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at Dinova’s discretion, by direct communication (for example, phone call or an in-person meeting).

6.2.4 No Assessment of Customer Data by Dinova. Dinova has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.

6.2.5 No Acknowledgement of Fault by Dinova. Dinova’s notification of or response to a Data Incident under this Section 6.2 (Data Incidents) will not be construed as an acknowledgement by Dinova of any fault or liability with respect to the Data Incident.

6.3. Customer’s Security Responsibilities and Assessment.

6.3.1 Customer’s Security Responsibilities. Without prejudice to Dinova’s obligations under Sections 6.1 (Dinova’s Security Measures, Controls and Assistance) and 6.2 (Data Incidents), and elsewhere in the applicable Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Dinova’s or Dinova’s Subprocessors’ systems, including:

6.4 Cloud Infrastructure compliance Certifications and SOC Reports. Interacta is built on and delivered through Google Cloud Platform (GCP) as technical cloud infrastructure. Dinova guarantees that Interacta will be delivered on a cloud platform (such as GCP) that maintains at least the following for the Audited Services in order to evaluate the continued effectiveness of the Security Measures:

a. certificates for ISO 27001, ISO 27017 and ISO 27018, and 

b. SOC 2 and SOC 3 (or equivalent) reports produced by cloud provider’s Third Party Auditor and updated annually based on an audit performed at least once every 12 months (the “SOC Reports”). cloud provider e aggiornati annualmente sulla base di un audit eseguito almeno una volta ogni 12 mesi (i “Rapporti SOC”).