General conditions of use of SAAS

1. Scope of the General Terms and Conditions

1.1 These “General Terms and Conditions of Use  of SAAS Services” (hereinafter also referred  to as the “Conditions”) apply to the Client’s  use of the Software and the supply, by LSI  LASTEM S.r.l. (hereinafter also referred to  as “LSI LASTEM”), of the Cloud Services  specifically indicated in the Order, through  the Client’s access and use of each of the  Software indicated in the Order. These  General Terms and Conditions also apply to  all Updates and Developments, unless they  are governed by separate and autonomous  supplementary conditions. 

2. Definitions

2.1 In these Terms, the following terms and  expressions, when capitalized, shall have  the meaning ascribed to them in this  paragraph. 

Terms in the singular are also understood to  be in the plural and vice versa. 

LSI LASTEM: the company Lsi Lastem  S.r.l., C.F. e P.IVA 04407090150, with  registered office in Settala, fraz.  Premenugo (MI), in via EX S.P. 161 Dosso  n. 9; 

Client: anyone (individual, entity or  company, both individually and  corporately) who has asked LSI LASTEM  to activate SAAS services, accepting the  relevant Offer and issuing consequent  order; 

SAAS: “software-as-a-service” i.e. the  provision of Cloud Services; 

Cloud Services: the services provided by  LSI LASTEM to the Client through the latter’s access to and use of the  Software; 

User: natural person identified and  authorized by the Client to use the  software in order to use the Cloud  Services purchased by the latter; 

Secondary Users: meaning referred to in  paragraph 3.2; 

Secondary Utilities: meaning referred to  in paragraph 3.2; 

Updates and Developments: all updates,  supplements, adaptations,  developments, improvements and  modifications in general made by LSI  LASTEM and/or third party owners to  the Software. Updates and  Developments do not include those  made necessary by the amendment,  integration, repeal or issuance of laws,  decrees, regulations, directives, orders  or decisions, whether Italian, EU or  foreign, which, at the sole discretion of  LSI LASTEM, have a significant impact on  the operation and/or costs of LSI  LASTEM and/or on the structure of the  Software or make substantial or  structural changes to the regulations in  force at the date of the Agreement; 

Assistance: the technical support service  aimed at suggesting to the Customer, at  the latter’s request and where possible,  technical solutions to ensure the correct  use of the Cloud Services; 

Contract: these General Terms and  Conditions, any Supplementary  Conditions, the Order, any technical  documentation delivered to the  Customer, any subscription forms and  any online instructions for the use of the  Software; 

Access Credentials: the authentication  system through which the Software can  be accessed and used to use the Cloud  Services, including the identification  codes and access keys provided by LSI  LASTEM to the Client and associated  with each User;

Parties: jointly, LSI LASTEM and the  Client; 

Intellectual Property: any intellectual  and/or industrial property right,  registered or unregistered, in whole or  in part, anywhere in the world, such as – by way of example but not limited to – 

trademarks, patents, utility models,  designs and models, domain names,  know-how, works covered by copyright,  databases and software (including, but  not limited to, its derivatives, source  code, object code, and interfaces); 

Software: software products owned by  LSI LASTEM or third parties, specifically  identified in the Contract and hosted on  the cloud infrastructure, which may be  updated and/or modified as a result of  Updates and Developments. 

3. Cloud Services

3.1 With the Contract, in exchange for the  timely payment of the fees, LSI LASTEM will  provide the Client, who accepts, the Cloud  Services indicated in the Order. The Client  will be able to use the Cloud Services  exclusively through the access and use in  SAAS mode of the related Software. 

3.2 Through specific functionality of the  Software, where provided, the Client may  create and assign secondary utilities (the  “Secondary Utilities”) in order to allow  natural or legal persons (the “Secondary  Users”) to take advantage of specific and  limited functionalities of the Cloud Services.  The Customer acknowledges and accepts  that the aforementioned functionality of  activating the Secondary Utilities may not  be available for all the Software covered by  the Agreement. In the case of activation of  the Secondary Utilities, LSI LASTEM  undertakes to provide the Secondary Users  with the available functionalities of the  Cloud Services and the Client undertakes,  also pursuant to art. 1381 of the Italian Civil uses the Cloud Services in compliance with  the General Terms and Conditions and the  Intellectual Property rights of LSI LASTEM or  third parties. 

4. Client’s Obligations

4.1 With the Contract, the Client undertakes to: a) pay to LSI LASTEM the Fees due  pursuant to art. 8; 

  1. b) autonomously equip themselves with  hardware and software, as well as  adequate connectivity in order to be  able to access the data center and use  the Software to use the Cloud Services; 
  2. c) autonomously adapt the characteristics  of its IT systems and connectivity to any  changes, replacements and corrections  made to the Software and Cloud  Services after the conclusion of the  Agreement; 
  3. d) use the Software and/or Cloud Services  in accordance with these terms and  solely for the purposes for which they  are intended; 
  4. e) provide LSI LASTEM with all the  information necessary to enable it to  correctly and fully fulfil its obligations  under this Agreement; 
  5. f) have each User and Secondary User  read these General Conditions; 
  6. g) to have each Subsidiary read and  accept these General Terms and  Conditions. 

5. Login credentials

5.1 The Client and/or each User will be able to  use the Software and use the Cloud Services  activated through the Access Credentials,  automatically generated by the platform. 

5.2 The Client is aware of the fact that the  knowledge of the Access Credentials by  third parties would allow the latter the  unauthorized use of the Software, the unauthorized use of the Cloud Services and  access to any information stored therein. In  any case, the Client shall be held solely  responsible for any use, authorized or not,  of the Software using the Login Credentials. 

5.3 The Client is required to keep and ensure  that each User keeps the Access Credentials  with the utmost confidentiality and  diligence, committing himself not to  transfer them or to allow their use to third  parties not expressly authorized. 

5.4 LSI LASTEM shall in no case be held liable for  any damage, direct and/or indirect, that  may arise to the Client, each User and/or  third parties as a result of the failure of the  Client and/or each User to comply with the  provisions of this Article 5. 

6. Assistance

6.1 In return for the timely payment of the  Fees, LSI LASTEM undertakes to provide  the Customer with an adequate Technical  Assistance service regarding any  malfunctions of the service, so that the  Customer can use the Cloud Services on  an ongoing basis. On the other hand,  consulting or training activities for data  analysis are excluded from the above  assistance and can be requested for a fee,  subject to the sending of a specific offer. 

6.2 The Client acknowledges and accepts that  the Assistance service will be provided  exclusively remotely, any direct  intervention on the Client’s computer  systems being expressly excluded. 

7. Updates and Developments

7.1 The Client acknowledges and agrees that,  where deemed appropriate at the sole  discretion of LSI LASTEM, the Updates and  Developments may: (i) result in the  modification or elimination of certain  features of the Software; or (ii) consist of replacements or migrations (even partial)  of the Software and related Cloud Services.

7.2 The Client indemnifies LSI LASTEM from any  liability related to any damages resulting  from potential Updates and Developments,  unless such damages result from LSI  LASTEM’s wilful misconduct or gross  negligence. 

7.3 Updates and Developments do not include  updates, supplements, adaptations,  developments, improvements and  modifications in general made necessary by  the modification, integration, repeal or  issuance of laws, decrees, regulations,  directives, orders or decisions, whether  Italian, EU or foreign, which, at the sole  discretion of LSI LASTEM, have a significant  impact on the operation and/or costs of LSI  LASTEM and/or on the structure of the  Software or make substantial or structural  changes the regulations in force at the date  of the Agreement. 

8. Fees

8.1 In return for the provision of the Cloud  Services, the Client undertakes to pay LSI  LASTEM the fees indicated in the offer,  according to the methods and timing  provided therein. In the absence of an  express provision in the offer, the fees must  be paid within thirty days of receipt of a  regular invoice issued by LSI LASTEM. 

8.2 All fees are net of VAT and any other legal  charges. 

8.3 The Client expressly acknowledges and  accepts that the fees are subject to annual  updating to the extent of 100% of the  increase in the ISTAT index of the prices of  the production of services, calculated as an  average of the last twelve months. 

8.4 The Client acknowledges that the Software  and related Cloud Services are subject, by  their very nature, to constant technological  and regulatory evolution that requires continuous and expensive updating,  development and, in some cases,  replacement activities, necessary in order  to guarantee their functionality. In view of  the above, LSI LASTEM shall have the right  to modify the fees even in excess of the  ISTAT index in the manner set out in art. 16. 

8.5 Without prejudice to the provisions of  paragraph 8.4 above, if, during the  execution of the Contract, unforeseeable  circumstances should arise such as to make  the provision of the Cloud Services by LSI  LASTEM more onerous, the latter shall be  entitled to receive a one-off fair  compensation or to unilaterally modify the  fees. 

8.6 In the event of non-payment or late  payment of any amount due under the  Contract, the Client will automatically  forfeit the benefit of the term and interest  on arrears will accrue on the sums due to  the extent provided for by Legislative  Decree 231/2002. In such case, without  prejudice to the provisions of paragraphs  20.1 and 20.2 below, LSI LASTEM shall also  have the right to (i) suspend any  performance due under any other  contracts in place with the Client (including  the right to inhibit the use of the software  under such agreements and to suspend the  provision of any services relating thereto)  and/or (ii) terminate any other Contracts at  any time. 

8.7 The Client waives the right to propose  exceptions without having previously  fulfilled its payment obligations pursuant to  this Article 8. 

9. Confidentiality

9.1 It is strictly forbidden for the Parties to  communicate and/or disseminate or in  any case use, even through an  intermediary person and/or entity, of  any news, information and  documentation learned and obtained during the execution of the Contract  and that LSI LASTEM has classified as  “confidential” or “confidential”, even if  they are not real industrial secrets,  both if it pertains to the Parties and if it  concerns their client and/or supplier  companies, except: 

as expressly required by the  performance of the Contract; 

express written permission of the other  Party; 

when the Parties are obliged to do so by  law and/or by order of the  administrative and/or judicial authority. 

9.2 Except in the case where the information  and/or documents referred to in paragraph  9.1 constitute secret information pursuant  to Article 98 of Legislative Decree no.  30/2005, the prohibition referred to in the  previous paragraph shall remain  unconditionally firm even after the  termination of the Contract, for any cause  whatsoever, for the subsequent period of 3  (three) years, deemed appropriate by both  Parties, without prejudice to the fall into  the public domain of information that is not  attributable to the Parties. 

10. Partner

10.1 LSI LASTEM, in fulfilling its obligations  under the Contract, may avail itself, at its  sole discretion, of the technical,  organizational and commercial cooperation  of its Partners, to whom it may entrust the  performance of some or all of the activities  listed in these General Conditions and/or in  the order. 

11. Intellectual property

11.1 All Intellectual Property rights, including  the related economic exploitation rights, in  the Cloud Infrastructure, Software, Cloud  Services, documentation, Updates and  Developments, preparatory works and  derivative works are and remain, in whole  and in part and anywhere in the world, the  exclusive property of LSI LASTEM and/or its third party owners indicated in the offer or  in the supporting technical documentation. 

11.2 For the sole purpose of enabling the  Customer to use the Cloud Services  indicated in the order, LSI LASTEM grants  the Customer, which accepts, a non 

exclusive, non-assignable and temporary  license to use the Software (“License”).

11.3 The Client undertakes, also pursuant to art.  1381 c.c. for each User, to use the Software  and the Updates and Developments within  the strict limits of the License and in  compliance with the Intellectual Property  rights of LSI LASTEM or third parties.  Therefore, by way of example and not  limited to and without prejudice to the  mandatory limits of the Law, the Client may  not: 

(a) circumvent the technical limitations and  technological security measures present  in the Software and/or in the Updates  and Developments, including the  authentication system; 

(b) reverse engineer, decompile or  disassemble the Software and/or  Updates and Developments; 

(c) reproduce, modify, adapt, customize the  Software and/or the Updates and  Developments or create derivative  works thereof; 

(d) make or cause to be made copies of the  Software and/or Updates and  Developments; 

(e) publish or cause to be published the  Software and/or Updates and  Developments; 

(f) use the Software and/or Updates and  Developments outside of the Cloud  Infrastructure; 

(g) market the Software and/or Updates  and Developments in any capacity. 

11.4 LSI LASTEM (and/or, where applicable, the  third party owners referred to in paragraph  11.1 above) or third parties shall also retain  all rights to the trademarks, logos, names,  domain names and other distinctive signs  associated with the Cloud infrastructure, the Software, the Updates and  Developments and/or the Cloud Services,  with the consequence that the Client may  not use them in any way without the prior  written authorization of LSI LASTEM (and/  or the third party owner). 

12. Client’s Responsibilities and Declarations

12.1 By accepting these General Terms and  Conditions, the Client declares that he/she  (i) has all the rights and powers necessary  to conclude and fully and effectively  execute the Contract and (ii) intends to use  the Software (including any Updates and  Developments) and the Cloud Services in  the context of his/her business, craft,  commercial or professional activity and  that, therefore, the provisions of  Legislative Decree 206/2005 for the  protection of consumers do not apply to  you. 

12.2 The Client undertakes to ensure that the  provisions of the Contract are complied  with by each User, including their  respective employees and/or collaborators.  Also pursuant to art. 1381 of the Italian Civil  Code, the Client is considered exclusively  responsible for the actions of these subjects  and also guarantees compliance with all  applicable regulations, including those on  tax and civil matters. 

12.3 It is forbidden to use the Software, Cloud  Services and/or Updates and  Developments for the purpose of  depositing, storing, sending, publishing,  transmitting and/or sharing data,  applications or IT documents that: 

(a) are in conflict with or violate the  Intellectual Property rights owned by LSI  LASTEM and/or third parties; 

(b) contains viruses, worms, Trojan horses  or, in any case, other computer elements  that are contaminated or destroyed; (c) constitutes spamming, phishing and/or  similar activities; 

(d) are in any case contrary to the  applicable laws and/or regulations.

12.4 LSI LASTEM reserves the right to suspend  the provision of the Cloud Services and  access to the Software to the Customer, to  each User and/or Secondary User, or to  prevent access to the data stored therein, if  it becomes aware of a violation of the  provisions of this article and/or is expressly  requested to do so by a court or  administrative body in accordance with  applicable regulations. In this case, LSI  LASTEM will inform the Client of the  reasons for the adoption of the access  suspension, without prejudice to the right  to terminate the Contract pursuant to  Article 20 below. 

12.5 The Client acknowledges that the  Software, Updates and Developments  and/or Cloud Services may contain and/or  require the use of so-called open source  software and undertakes, also pursuant to  art. 1381 of the Italian Civil Code for each  User and Secondary User, to comply with  the terms and conditions specifically  applicable to them. Where necessary, these  conditions will be made suitably known to the Client by LSI LASTEM. 

13. Withdrawal from the market and replacement of products

13.1The Client acknowledges that the Software,  Cloud Services and the environments in  which they operate are subject, by their  nature, to constant technological evolution  that may determine their obsolescence  and, in some cases, the opportunity to  withdraw from the market and, possibly, to  be replaced with new technological  solutions. Therefore, LSI LASTEM may  decide, at its sole discretion, during the  term of this Agreement, to withdraw the  Cloud Services and/or related Software  from the market (possibly replacing them  with new technological solutions). In this  case: 

(a) LSI LASTEM will notify Customer in  writing (including by email), with at least  three months’ notice, that it intends to  withdraw from the market one or more Cloud Services and/or related Software  (each of which is an “obsolete product”); (b) the notice referred to in point (a) above  will contain a description of any new Cloud  Service and/or Software (the “New  Product”) that will replace each obsolete  product, it being understood that the new  product may be based on technologies  other than those of the obsolete product; (c) if the obsolete product is not replaced by  any new product, the Agreement shall  cease to have effect with respect to the  obsolete product on the date to be  indicated by LSI LASTEM in the recall notice;  from that date, the obsolete product will  cease to be supplied and the Customer will  be entitled to a refund of any portion of the  fees already paid for the period in which he  or she will not be able to enjoy the obsolete  product; 

(d) if the obsolete product is replaced with  a new product, the Customer shall have the  right, exercisable within 15 days from the  date of the notice of withdrawal, to  withdraw from the Contract with reference  only to the obsolete product with effect  from the last day of the third month  following the date of the notice of  withdrawal (date from which the obsolete  product will cease to be supplied) provided  that, otherwise, the Agreement will  continue to apply (except as specifically  stated in the recall notice) with respect to  the new product and any reference to the  obsolete product shall be deemed to refer  to the new product. 

14. Indemnity and Responsibility of the Client

14.1 The Client undertakes to indemnify and  hold harmless LSI LASTEM from any  damages, claims, liabilities and/or liabilities, direct or indirect and including  reasonable legal fees, which LSI LASTEM  may suffer or bear as a result of the failure  by the Client and/or each User and/or each  Sub-User to fulfil any of the obligations  under the Contract and, In particular, the  provisions of art. 4 (Customer’s  Obligations), 5 (Login Credentials), 9  (Confidentiality), 11 (Intellectual Property),  12 (Customer’s Responsibilities and  Representations), 13 (Withdrawal from the  Market and Replacement of Products). 

14.2 The Client undertakes to indemnify and  hold harmless LSI LASTEM from any  damage, claim, liability and/or charge,  direct or indirect and including reasonable  legal fees, that the Users, the Client and  third parties may suffer or bear as a result  of events related to the provision of  services to third parties by the Client. The  Client also undertakes to indemnify and  indemnify LSI LASTEM for any damage that  the latter may suffer in the event of  excessive generation of calls to the server  for the generation of access keys or other  services indicated in the offer. 

15. Responsibilities of LSI LASTEM

15.1 LSI LASTEM makes no representations and warranties, express or implied, that the  Cloud Services, Software and/or Updates  and Developments are suitable to meet the  specific requirements of the Customer, that  they are error-free or that they have  functionality not provided for in the  technical specifications and related  documentation. 

15.2 LSI LASTEM shall not be held liable for  damages, direct or indirect, of any nature or  entity, that may arise to the Client and/or  to each User and/or each Secondary User  and/or third parties as a result of the use of  the Cloud Services, Software and/or  Updates and Developments in a manner  that does not comply with the provisions of  the Contract and/or the laws in force.

15.3 LSI LASTEM shall not be liable in any way  for any malfunctions and/or non-use of the  Cloud Services, Software and/or Updates  and Developments that result from  inadequate connectivity with respect to  their technical characteristics. 

15.4 LSI LASTEM, without prejudice to the  mandatory limits of the law, shall in no case  be held liable for any damage (direct or  indirect), costs, losses and/or expenses that  the Client and/or third parties may suffer as  a result of cyber attacks, hacking activities  and, in general, abusive and unauthorized  access by third parties to the data center,  the Cloud infrastructure, Software and, in  general, the IT systems of the Client and/or  LSI LASTEM, from which the following  consequences may derive, without claiming  to be exhaustive: (i) failure to use the Cloud  Services; (ii) loss of data owned or  otherwise available to the Customer; and  (iii) damage to Customer’s hardware and/or  software systems and/or connectivity. 

15.5 Except in the case of wilful misconduct or  gross negligence, LSI LASTEM’s liability shall  never exceed the amount of the fees paid  by the Customer under this Agreement in  the year in which the event giving rise to LSI  LASTEM’s liability occurred. LSI LASTEM  shall not be held liable for any loss of  profits, loss of profits or indirect damages,  loss or damage to data, downtime, loss of  business opportunities or other benefits,  payment of penalties, delays or other  liabilities of the Customer to third parties. 

16. Unilateral changes

16.1 The Contract may be modified by LSI  LASTEM at any time, by simply giving  written notice (also by e-mail or with the  aid of computer programs) to the Client. 

16.2 In this case, the Client shall have the right  to withdraw from the Contract by written notice sent to LSI LASTEM by registered  mail with acknowledgement of receipt or  certified e-mail within 15 days of receipt of  the written notice from LSI LASTEM  referred to in the previous paragraph. 

16.3 In the absence of the exercise of the right  of withdrawal by the Client, in the terms  and in the manner indicated above, the  amendments to the Contract shall be  considered definitively known and  accepted by the latter and shall become  definitively effective and binding. 

17. Suspension and Interruption

17.1 LSI LASTEM will use reasonable efforts to  ensure maximum availability of the Cloud  Services. The Client, however,  acknowledges and accepts that LSI LASTEM  may suspend and/or interrupt the provision  of the Cloud Services, upon written notice  to the Client, should ordinary or  extraordinary maintenance work be  required on the data center and/or the  Cloud infrastructure and/or the Software.  In such cases, LSI LASTEM undertakes to  restore the availability of the Cloud Services  as soon as possible. 

17.2 Subject to paragraphs 12.4 and 20.2, LSI  LASTEM also reserves the right to suspend  or terminate the provision of the Cloud  Services:  

(a) in the event of non-payment or late  payment, in whole or in part, of the Fees;  (b) for reasons of security and/or  confidentiality;  

(c) in the event of a breach by the Client  and/or each User of legal obligations  regarding the use of IT services and the  internet;  

(d) in the event that problems occur to the  data center and/or to the Cloud  infrastructure and/or Software that cannot  be remedied without suspending the  relevant access, including the hypothesis of  its replacement and/or migration, even  partial, in any case subject to written notice  to the Customer of the reasons for the suspension and the timing of the  intervention envisaged 

17.3 LSI LASTEM reserves the right to suspend  the provision of the Cloud Services and  access to the Software to the Client, to each  User, or to prevent access to the data  stored therein, if it becomes aware of a  violation of the provisions of art. 8.1, 9, 11.3  and 12 and/or an express request to do so  is made by a court or administrative body in  accordance with the applicable regulations.  In this case, LSI LASTEM will inform the  Client of the reasons for the adoption of the  access suspension, without prejudice to the  right to terminate the Contract pursuant to  Article 20 below. 

17.4 In the event of suspension and/or  interruption of the provision of the Cloud  Services due to fault attributable to LSI  LASTEM, the latter will grant a refund  calculated pro rata tempore for each day,  after the third day, of failure of the Cloud  Services. The Client may not make any  further claim for damages in relation to  such cases. 


18. Duration

18.1 Without prejudice to any other provisions  in the Offer and/or in any supplementary  conditions, the Contract has a duration of  one year from its conclusion and will be  automatically renewed from year to year,  unless terminated by registered mail with  acknowledgement of receipt and/or  certified e-mail, at least 3 (three) months  before expiry. 

19. Recess

19.1 LSI LASTEM reserves the right to withdraw  from this Agreement at any time, by means  of registered mail with acknowledgement  of receipt and/or certified e-mail to be sent  to the Client with at least 3 (three) months’  notice. 

19.2 In the event that LSI LASTEM exercises its  right of withdrawal for reasons other than  those referred to in paragraph 19.3 below, the Client shall be entitled to a refund of the  fee for the period of non-use of the Cloud  Services, if it has already been paid. 

19.3 LSI LASTEM also reserves the right to  withdraw from the Contract even in the  event that the Client is in serious breach of  any of the other contracts concluded  between the Client and LSI LASTEM. 

20. Express termination clause and disqualification from the Cloud infrastructure

20.1 Without prejudice to compensation for  damages, LSI LASTEM reserves the right to  terminate the Contract in accordance with  Art. 1456 of the Italian Civil Code following  the sending of a simple written  communication by certified email or  registered letter with acknowledgement of  receipt in the event of non-compliance by  the Client and/or each User with even one  of the provisions: 4 (Obligations of the  Customer), 5 (Access Credentials), 8 (Fees),  9 (Confidentiality), 11 (Intellectual  Property), 12 (Responsibilities and  declarations of the Customer), 13  (Withdrawal from the market and  replacement of products), 14 (Indemnity). 

20.2 Without prejudice to the Client’s obligation  to pay the Fees referred to in Article 8, LSI  LASTEM, in the event of non-compliance by  the Client and/or each User with any of the  obligations referred to in paragraph 20.1,  also reserves the right to interrupt the  provision of the Cloud Services to the Client  at any time. In such a case, LSI LASTEM will  notify the Client of its intention to  discontinue the provision of the Cloud  Services, inviting the Client, where possible,  to remedy the non-compliance within a  specified period. In any case, the Client  remains obliged to pay the amount due  even in the event of interruption of the  provision of the Cloud Services.

21. Effects of Termination of the Contract and Return

21.1 In the event of termination of the  Agreement, for any reason whatsoever, LSI  LASTEM will immediately and permanently  cease the provision of the Cloud Services to  the Client. 

21.2 Without prejudice to the provisions of  paragraph 21.1, following the termination  of the Contract, for any reason, the Client  shall have the right to download its data,  documents and/or contents for a period of  60 (sixty) days from the date of termination  of the Contract. Alternatively, the return of  such data, documents and/or contents may  be requested by the Client through  automated delivery methods to be agreed  or on special optical supports, against the  payment of specifically provided fees, except as otherwise stipulated in the  agreed license. 

21.3 Unless otherwise agreed between the  Parties and within the mandatory limits of  the law, if the Client has not downloaded or  requested the return of the data,  documents and/or contents within the  term referred to in paragraph 21.2, LSI  LASTEM shall have the right to delete them  permanently. 

21.4 In any case, it is understood that the  following provisions shall survive the  termination of the Contract, for any reason  whatsoever: 1 (Scope of the General  Conditions), 8 (Fees), 9 (Confidentiality), 11  (Intellectual Property), 12 (Liability and  representations of the Client), 13  (Withdrawal from the market and  replacement of products), 14 (Indemnity  and liability of the Client), 15 (Liability of LSI  LASTEM), 22 (Notices), 24 (Novative  effect), 25 (Tolerance), 26 (Invalidity and  partial ineffectiveness), 28 (Applicable law  and exclusive jurisdiction). 

22. Communications

22.1 All communications to the Client relating  to the Contract may be made to the email  address provided by the Client in the Order.  It is understood that it will be the  responsibility of the Client to communicate  any change in relation to the email address  identified by the Client for all  communications. 

23. Assignment of the Contract

23.1 Except with the prior written consent of LSI  LASTEM, the Client is prohibited from  assigning, in whole or in part, the Contract. 

24. Novative effect

24.1 Any relevance of any previous individual  agreements between the Parties, which are  considered absorbed and exhaustively  superseded by the provisions of the  Contract, is excluded. 

25. Tolerance

25.1 Any failure to assert one or more of the  rights provided for in the Contract shall not  be understood as a definitive waiver of such  rights and shall not, therefore, prevent the  timely and rigorous fulfilment of these  rights at any other time. 

26. Invalidity and partial ineffectiveness

26.1 Any invalidity or ineffectiveness of any of  the provisions of the Contract shall leave  intact the other legally and functionally  independent provisions, except as provided  for in art. 1419, first paragraph, of the  Italian Civil Code. 

27. Processing of personal data

27.1 LSI LASTEM declares that the personal data  relating to the Client, and the contact  details of the Client’s staff appointed by the  Client to manage the Contract, will be  processed by LSI LASTEM in compliance  with the current legislation on the  protection of personal data and the  obligations arising from the Contract. The  data will be processed in relation to contractual requirements and the  consequent fulfilment of the legal,  administrative-accounting and contractual  obligations deriving from them, as well as  for the purpose of protecting their rights  and ensuring the security of the systems.  The provision of data marked as mandatory  when filling in the contractual forms, and of  those identified as such when collecting  additional data during the contractual  relationship, is necessary and essential for  the establishment and management of the  Contract itself and no specific consent is  required from the Customer for its  processing. 

27.2 In the event of consent given by the Client  and revocable at any time by contacting LSI  LASTEM, or in any case if permitted  according to the regulations in force, LSI  LASTEM may also process the Client’s  identification and contact data for  marketing, promotional and informational  activities, via email, fax, telephone, mail, or  digital channels concerning LSI LASTEM’s  products and services, market surveys,  satisfaction surveys. 

27.3 If the Client also consents, in the manner  indicated above, to the use of his/her data  also for profiling purposes, LSI LASTEM may  process the data collected as part of the  execution of the Contract to conduct  analyses relating to the use of the Cloud Services by the Client of any combinations  to a specific geographical area and the  product category to which it belongs, or  other forms of analysis, in aggregate or  individual form, both for statistical  purposes and to improve its offer of  products and services and personalize the  sending of any commercial  communications, if permitted by the  Customer. The Client may revoke his/her  consent at any time in the manner  indicated in Article 27.4 below. 

27.4 The data will be processed in written form  and/or on magnetic, electronic or telematic  support. The data will not be disseminated or communicated to third parties, with the  exception of any companies that carry out  auditing and certification activities, to  which LSI LASTEM has adhered or is  required by law, as well as tax, legal or  business consultants, credit institutions,  public bodies and administrations or  subjects entitled by law to receive such  information and to follow up on the  obligations of the Contract towards the  Customer. Personal data may be disclosed,  as far as strictly necessary according to their  respective duties, to the personnel in  charge of the administration, the  commercial area, the technical area and  management control of LSI LASTEM, as well  as the external data processors who  provide IT services also for the purpose of  maintenance and management of the IT  system and the restoration of data. The  data will be processed for the entire  duration of the contractual relationship  and, after its termination, where necessary  for the fulfilment of legal obligations, for  the time provided for by tax and civil law or  for the protection of rights in court. The  Client may exercise the rights provided for  by the law and request, among other  things, information on the origin and use of  the data, the modification and correction of  the data, or the deletion of the data if no  longer necessary, and request further  information, including the list of external  data processors, by contacting the legal  department, at the headquarters of LSI  LASTEM or by sending an email to the  following address info@lsi-lastem.com.  This is without prejudice to the right to  contact the Guarantor for the protection of  personal data or the judicial authorities in  the event of an alleged violation of the  regulations on the protection of personal  data. 

27.5 The Parties agree that LSI LASTEM may  process and use purely statistical  information, on an aggregated basis,  collected in connection with the Client’s use  of the Cloud Services, including information relating to meta-data associated with  documents, for study and statistical  purposes. To this end, the Client grants LSI  LASTEM a non-exclusive, perpetual,  irrevocable, worldwide, royalty-free license  to use such information for such purposes. 

27.6 The Parties acknowledge that the  performance of the Cloud Services may  involve the processing by LSI LASTEM of  personal data owned by the Client or for  which the Client has been appointed, in  turn, as a data controller by the legitimate  controller (“Third Party Beneficiary”). In this  regard, the Parties mutually acknowledge  that LSI LASTEM will act in relation to such  processing as Data Processor of personal  data pursuant to the Privacy Code, in  accordance with the provisions set out in  the Supplementary Conditions. 

27.7 It is understood that LSI LASTEM assumes  no responsibility for the consequences  arising from the non-compliance by the  Client and/or the Third Party Beneficiary  with the obligations incumbent on them as  data controllers pursuant to this Article 27.  The Client undertakes to indemnify and  hold harmless LSI LASTEM from any  prejudice, charge, sanction or claim that LSI  LASTEM may suffer or receive as a result of  the breach by the Client and/or the Third  Party Beneficiary of such obligations. 

28. Applicable law and exclusive jurisdiction

28.1 This contract is governed by and shall be  construed in accordance with Italian law. 

28.2 Any disputes relating to or arising from the  execution or interpretation of the Contract  shall be subject to the exclusive jurisdiction  of the Court of Milan.