Terms of Service of AIDAPT S.r.l.

Ver 1.0 effective 10/01/2023

These Terms of Service of AIDAPT S.r.l. (hereinafter also "TOS") are entered into between AIDAPT S.r.l. and the person who has requested the service (the "Client").
AIDAPT and the Client will be referred to in the TOS collectively as. "Parties."
AIDAPT offers the provision of services related to its expertise. including but not limited to, software development, research in IA field, training, and ICT consulting.
The services offered (design, software development, positioning SEO, etc.) and their products (software, websites, web applications, apps for smartphones, datasets, etc.), will be referred to below respectively as the "Services" and "Software".

Summary

In summary, the TOS aim to express the following concepts:

• Validity: this version replaces previous ones.
• Indemnity: AIDAPT while doing its best to deliver software free of errors or malfunctions, it provides the software as it is. as is, without warranty and without any assumption of responsibility for any bugs, malfunctions, or misuse of it. The Customer is responsible for validating the supplied software and report any malfunctions or bugs to AIDAPT. This is the practice in the field of software development and EULA. (see for example the bsd license ).
• Payments: if the payment for the service is not provided as stipulated in the appropriate section of the contract, AIDAPT will exercise the right not to provide the service or service covered by the contract, and will initiate procedures to terminate the same.
• Exclusivity: AIDAPT does not work exclusively for the Client. I projects implemented by AIDAPT are composed of the knowledge and the libraries of code and plugins developed by AIDAPT over the years. and which are systematically reused and updated, preventing therefore the possibility of being exclusively transferred. AIDAPT may assign exclusively to the Client only the code written specifically for the project commissioned by the latter on the condition that it is included as an object of purchase in the contract with the Client.
• Offer: if the Client does not accept the offer, AIDAPT will not perform the work.
• Privacy: AIDAPT needs the Client's data (business name, VAT number, etc.) to carry out the work. The Client, before signing the offer, will notify AIDAPT if he/she intends to use the Software or the AIDAPT's Services to process personal data that requires the appointment of a DPO/RPD or the preparation of an impact assessment.
• Confidentiality: AIDAPT and the Client, subsequent to the acceptance of the offer, may exchange confidential and secret, not already in the public domain, concerning projects, technologies and products under development and implementation. Each party agrees to maintain the confidentiality of such information. That said, AIDAPT is free to enrich its portfolio of work with generic information about what has been done for the Client.
• Jurisdiction: the Client agrees that any diatribes legal disputes will take place in the court of Ancona.

The Client acknowledges and accepts the following terms

1. Validity

1.1 These TOS cancel and supersede any other previous agreement entered into between the Parties.

2. Indemnity

2.1 AIDAPT agrees to complete the work agreed upon with the client by assuming only an obligation of means.
2.2 The Software developed and Services provided by AIDAPT are. provided "as is," without warranties of any kind, express or implied, including but not limited to warranties of merchantability or suitability for a particular purpose.
2.3 In no event shall AIDAPT be liable for any direct, indirect, incidental, special, typical, or consequential (including, but not limited to, loss of data, use or profit; or business interruption) in any way caused and on any assumption of liability, by contract, strict liability or tort (including negligence or otherwise) arising in any way from the Services provided or the use of the Software, even if advised of the possibility of such damages.

Warning

The solutions we develop, in order to function properly, very often rely on an infrastructure that is beyond our control and whose proper functioning we cannot guarantee. (the device has no connection and no internet going, the server of a third party is not reachable, the software running on a specific smartphone does not work like the others, the browser or the device's operating system has an outdated version, etc.) and consequently, in turn, we cannot guarantee the permanent functioning of what has been achieved.

Just as hosting service companies assume only the responsibility for means, but not for results, in the same way we do.

This means that we will put forth all our knowledge (the "means") to make everything work, but we cannot guarantee it since it may not depend on us.

In the field of software or Internet services this is the norm, justread any EULA and you will find the same wording. In factmany of the points made here are taken from the famous bsd license free software. Also since software development isan umsible activity to ensure that the software produced is free ofof errors. That is why in our industry these statementsare the practice: no software house provides softwareguaranteeing that it is free of defects.

Everyone (including the Big guys: Microsoft, Google, Meta, etc.) provides. software "AS IS." To make up for this limitation, as they cannot being able to guarantee that at the first release the developed solution will be free of malfunctions (bugs), we normally provide in our offerings a post release period for free correction of bugs that may emerge.

The free trial period may vary depending on the nature of the contract and depending on its duration.

2.4 The Client waives any and all claims for compensation against
2.5 AIDAPT cannot be subject to penalties of any kind, explicit or implied.
2.6 The Client assumes all civil and criminal liability arising from the use of the Software developed and for the services requested to AIDAPT. The Customer therefore declares that it has all the authorizations and permissions necessary to have AIDAPT perform the work requested.
2.7 The Client is solely responsible for the content (text, images, videos, audio tracks, etc.) in the software developed by AIDAPT.
2.8 In the event that the Client wishes to publish the software developed on third party systems (by way of example, Apple Store, Google Play Store, etc.), it will be the responsibility of the Client to ensure that the developed software adheres to the conditions required by such platforms. AIDAPT will not be responsible in the event that the thirdparty platform, for whatever reason, refuses to publish the software or in the event that the Client incurs costs additional costs for adapting the software to the requirements of the thirdparty platform.
2.9 The Customer assumes all civil and criminal liability for the possible falsity or incorrectness of the information and data communicated to AIDAPT.
2.10 In order to be able to provide a turnkey service, in some cases, AIDAPT may need to interact with third party systems parties or manage accounts on external services on behalf of the Client (ex: publishing Apps on Google Play, Apple Store, etc.). In these cases, the Client will be solely responsible for compliance with the terms of service of such services.

3. Payments

3.1 AIDAPT reserves the right to suspend the provision of the Services and the provision of Software in the event of outstanding invoices.
3.2 Customer shall be responsible for all expenses (including the legal fees) reasonably incurred by AIDAPT in the collection of outstanding amounts, except where such amounts are due to billing errors attributable to AIDAPT.
3.3 The Customer, without prejudice to its right to cancel or revoke an order, will still be required to settle the work performed by AIDAPT up to the date of cancellation or revocation of the order in the amount determined by AIDAPT.

4. Exclusivity

4.1 AIDAPT provides the Services on a non exclusive basis. 4.2 AIDAPT will not transfer to others the source code developed from scratch specifically for the project commissioned by the Client.
4.3 AIDAPT always retains Intellectual Property and all the commercial exploitation rights to the libraries, components, and frameworks that it uses in multiple projects and that have not been developed specifically for the Client's project.
4.5 AIDAPT, at the request of the Client and provided that all work performed has been paid for, will provide the sources of the solutions developed. The Customer may use such sources only and exclusively to transfer the Software developed at another vendor and/or to modify the Software as it sees fit. The Customer may not use the source codes to make new Software.

5 Offer

5.1 AIDAPT will deliver the Services as expressed in the commercial offer (hereinafter the offer) submitted for approval and acceptance by the Customer.
5.2 AIDAPT will develop the Software as described in the offer.
5.3 To the extent that AIDAPT will attempt to strictly adhere to the delivery of the Software and delivery of the Services within the timeframe budgeted in the offer, such time frames shall always be understood to be non binding.
5.4 Delivery date means the date on which AIDAPT notifies. to the Client that it is ready to publish the developed software, or to send it to the Client. In the event that the offer covers more than one software and/or more than one service, the delivery date means the delivery of the single software and single service even if it is part of a provision of more than one service or software or a software consisting of several parts. The software will be considered delivered even in the event which AIDAPT is prevented from publishing or delivering it due to the responsibility of a third party or the Client.
5.5 Under no circumstances shall the Customer be entitled to claim delivery of any of the following. Services not expressly contained in the offer signed with AIDAPT.
5.6 In the event that the offer provides for a down payment, AIDAPT shall not be able to commence work until it has received such a down payment.

6. Privacy

6.1 Pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (including GDPR ), we inform the Customer who has signed a contract and/or the potential client who risk study feasibility, a quotation or other precontractual information (hereinafter hereinafter the "Interested Parties") that:

1. The Data Controller is AIDAPT S.r.l. - Via Brecce Bianche n.12 - 60131, Ancona (AN), Tel: 0712205426, E-mail: info@aidaptsrl.com.
2. The personal data being processed are those provided voluntarily by the Intepressed through any means or entered under his or her responsibility in the software solutions provided by AIDAPT˙. The Integrated person assumes responsibility for the personal data of third parties processed, guarantees that he/she has the right to communicate it, takes responsibility for data protection, complies autonomously and directly comply with all regulatory requirements regarding the protection of personal data, releasing AIDAPT from any liability.
3. The processing that AIDAPT intends to carry out has the following purposes:

a) to conclude, manage and execute contracts for the provision of the Services requested;
b) to respond to requests for assistance or information;
c) fulfill legal, accounting and tax obligations or other fulfillments required by the competent Authorities;

4. The legal basis for the processing of personal data for the purposes:referred to in 3 (a-b) is Article 6(1)(b) of the GDPR. The provision of personal data for these purposes is. optional but failure to provide it would result in. the inability to activate the requested Services. The purpose referred to in 3(c) represents processing legitimate processing of personal data within the meaning of Article 6(1)(c) of the GDPR.
5. Recipients of personal data. To carry out the purposes of the processing described, AIDAPT may share the data of data subjects with:

• persons, companies or professional firms that provide assistance and advice to AIDAPT in accounting matters, administrative, legal, tax, financial, and recovery matters receivables;
• parties with whom it is necessary to interact for the provision of the Services (e.g., domain registration authorities domestic and foreign, entities providing the service of credit card payments, etc.);
• parties delegated to carry out technical maintenance activities of the AIDAPT systems (including maintenance of network equipment and of electronic communication networks);\
• entities delegated to provide the cloud infrastructure on which the hosted the Systems of AIDAPT;\
• subjects, entities or authorities to whom it is mandatory to communicate the personal data by virtue of legal provisions or orders of the authorities;

6. Transfer of personal data. Some of the personal data of the Data Subjects may be shared with Recipients who are may be located outside the European Economic Area. This will only occur when the transfer is necessary for the provision of the service requested of the Data Subject. In that case, the transfer is justified under Art. 49(1)(b) of the GDPR.
7. Data retention: Personal data processed for the purposes set forth in 3(a-b) will be kept for as long as is strictly necessary to achieve those same purposes. In any case, since the processing is carried out for the provision of Services, AIDAPT will process personal data up to the time allowed by Italian law to protect its interests (Art. 2946 c.c. et seq.). Personal data processed for the purposes mentioned in point 3(c) will be retained for as long as required by the specific obligation or applicable rule of law.
8. The rights of the Data Subject with reference to the GDPR are:

• Right of access of the data subject (Article 15)
• Right to rectification (Article 16)
• Right to erasure (Article 17)
• Right to limitation of processing (Article 18)
• Right to data portability (Article 20)
• Right to object (Article 21)
• Right to lodge a complaint with the supervisory authority (Article 77)

6.2 The Client, before subscribing to the offer, will notify. AIDAPT if the appointment of an DPO/RPD or the drafting of an impact assessment, or if it intends to use or the Services to process personal data (of individuals or traceable to them):

• on a large scale by means of regular and systematic monitoring (e.g. large scale surveillance, tracking and profiling also for purposes of large scale behavioural advertising, profiling and scoring for risk assessment purposes large scale credit, large scale GPS tracking, etc.).
• on a large scale including special categories of data (sensitive/judicial) such as: health, sexual orientation, biometric, genetic, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, relating to criminal convictions and offences, current proceedings and pending criminal cases (e.g. hospital patient health data).
• the processing of which could present a high risk to the rights and freedoms of natural persons. That is, where there are at least two of the following circumstances occur:
• evaluative or scoring processing, including profiling;

- automated decisions that produce significant effects legal effects (e.g. hiring, granting loans, taking out insurance performed automatically by an algorithm); - systematic monitoring (e.g. video surveillance); - processing of sensitive, judicial data or data of an extremely personal data (e.g. information on political opinions); - processing of personal data on a large scale; - combination or comparison of data sets resulting from two or several processing operations carried out for different purposes and/or by different controllers separate controllers, in a way that goes beyond the initial consent (as occurs, for example, with Big Data); - data relating to vulnerable individuals (minors, individuals with psychiatric disorders, asylum seekers, the elderly, etc.); - innovative uses or application of new solutions technological or organisational solutions (e.g. facial recognition, IoT devices, etc.); - processing which, in itself, could prevent the data subjects from exercising a right or availing themselves of a service or of a contract (e.g. screening of a bank's customers through the data recorded in a risk register to determine the granting of a loan).

In this case, AIDAPT will integrate the offer so that additional activities required by regulations can be quantified in the quote (e.g., appointing a Data Protection Officer (DPO)/Data Protection Representative (DPR), assisting the data controller in carrying out the impact assessment DIPIA, etc.).

Attention

The reason is that such treatments may require the appointment of a "Data Protection Officer" (DPO)/Data Protection Representative (DPR) and the performance of an impact assessment (DPIA), resulting in additional costs. These costs are usually not included in our Offers but are estimated only in cases where the Client intends to undergo one of the mentioned treatments.

7 Confidentiality

7.1 AIDAPT and the Client, after accepting the offer, may exchange confidential and secret information ("Confidential Information") related to ongoing projects, technologies, and product developments (e.g., manufacturing processes specifics, research and development knowledge, technical details, electrical/electronic schematics, trade secrets, etc.). Such information will be disclosed by the "Disclosing Party" to the "Receiving Party."
The Receiving Party commits to treat the "Received Confidential Information" with the same degree of care and protection as it applies to its own confidential and secret information, preventing public disclosure, and maintaining an appropriate and reasonable level of confidentiality. Confidentiality shall not apply to information, data, and knowledge that possess the following characteristics:>

• publicly available at the time they were disclosed or become publicly known through acts or behavior not attributable to the Receiving Party;
• whose disclosure is required by compliance with legal provisions or regulations or by the implementation of a public authority provision;
• known to the Receiving Party before the signing of this agreement;
• independently developed by the Receiving Party without using the confidential information.

7.2 AIDAPT is free to enrich its portfolio of works and disclose some generic information (operational context, client's requests, challenges addressed, developed functionalities, images/screenshots of the project without relevant data, etc.) about the project carried out for the Client through its social channels (LinkedIn, Facebook, Instagram, TikTok, etc.).

Attention

AIDAPT, as well as the Client, may need to exchange information (e.g., industrial secrets) that each has developed over years of work, and if disclosed, could benefit competitors or cause harm to their respective companies. Such information will not be disclosed. This category of information clearly doe not include publicly available information (e.g., published in books, websites, magazines, etc.) or information that can be independently discovered through prexisting knowledge (e.g., two computer engineers can configure two similar computer architectures without "copying" from each other, but rather due to the path of study followed)

That said, each party is free to cite the ongoing collaboration and provide general information about the project.
An example of this is when we update our portfolio of works on our website or through our social channels. This involves mentioning the Client, sharing some screenshots of the developed application, and providing a description of the case history.
The right to claim authorship of a work is part of the moral rights of the author, which are inalienable and cannot be transferred.

8 Jurisdiction

8.1 The TdS are governed by the laws of the Italian State.

For any dispute relating to or arising from these TdS or their execution, the competent court will be exclusively the Court of Ancona.