End-User License Agreement for patient record management, appointment scheduling, invoicing, statistics, medical history, and treatment services - Doctful

Latest update: 15th May 2025

You’re reading the English version of the terms and conditions. Among the various translated versions, the text of the Italian version will always prevail over the other versions in case of different interpretations and/or discrepancies.
between the parties: Dario Sangiovanni, with registered office at Via Castagnevizza 192, Fiumicino, Rome, 00054 Italy, VAT No. IT13120271005, represented by its legal representative pro tempore (hereinafter referred to as the "Company") and the Client, identified by the information provided in the appropriate registration form, represented by its legal representative pro tempore or by a duly authorized representative acting in the name and on behalf of the entity represented (hereinafter referred to as the "Client"), the Company and the Client, (jointly referred to as the "Parties" and individually as a "Party"), enter into the following agreement (the "Agreement")
1. Recitals
  1. The Company has developed and designed a digital online platform accessible via the Internet in "Software As A Service" mode (the "Platform" or "Console") , which allows the user to independently manage: patient records, appointment scheduling, invoicing, medical history, and treatments
  2. The Client declares to be aware of and to have thoroughly reviewed the features of the Platform and considers them suitable for its needs
  3. The Platform is a tool intended for professional users only, and the Client agrees to use it exclusively in relation to its professional activity and, in any case, for purposes connected to such activity
The recitals and annexes (external links) to this Agreement constitute an integral and substantial part of the Agreement itself. Any modification and/or addition to this Agreement shall be effective between the Parties only if made in writing.
In consideration of the foregoing, the Parties hereby agree and enter into the following non-exclusive license agreement for the use of the Platform.
2. Definitions
For the purposes of this Agreement, the following terms and expressions shall have the meanings set forth below:
  1. "Order Confirmation": shall mean the express acceptance by the Client of this Agreement.
  2. "Agreement": shall mean this document and the Order Confirmation.
  3. "Database": shall mean the content entered into the Platform, messages sent by the Client, and the personal data of recipients of communications.
  4. "Activation Date": shall mean the date on which the Client returns the signed Order Confirmation and Agreement via digital tool or scanned copy sent by email, together with the simultaneous payment of the agreed fee, where advance payment upon ordering is required.
  5. "Expiration Date": shall mean the date on which the Agreement expires, including any subsequent renewal dates of the Console, as displayed in the reserved area that is always shown before using the Platform.
  6. "Personal Data": shall mean personal data, defined as any information relating to an identified or identifiable natural person, of which the Client is the Data Controller, and which are processed by the Company for the purpose of performing this Agreement.
  7. "Privacy Policy": shall mean the privacy policy viewable through the application.
  8. "API": shall mean the functionalities, tools, and integration applications with external software, as described in the documentation provided to the Client.
  9. "Intellectual Property": shall mean any intellectual property right governed, as applicable, by patent laws, semiconductor chip protection, copyright, trade secret, trademark, and all other registered and unregistered intellectual property rights, including any applications, renewals, extensions, reintroductions, and restorations, currently in force or enforceable in the future worldwide.
  10. "Privacy Regulation or GDPR": shall mean EU Regulation 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.
  11. "Trial": shall mean the free trial period during which the Client may test the functionalities of the Platform and may withdraw at any time, without any obligation or cost.
Furthermore, for the purposes of this Agreement, reference is made to the definitions contained in our Privacy Policy
3. License to Use the Platform
  1. The Company, in accordance with the terms and conditions of this Agreement, undertakes to provide the Client with a limited, non-exclusive license to use the Platform, allowing the Client to directly manage patient records, appointment scheduling, invoicing, medical history, treatments, and related analytical functions through a Software-as-a-Service (SaaS) application made available via the Internet.
  2. The Client acknowledges and expressly agrees that the Platform is intended exclusively for professional users, pursuant to Article 3, paragraph 1, letter c) of Legislative Decree No. 206/2005 (Italian Consumer Code). As a result, this Agreement is not subject to the rules governing consumer contracts. In any case, the Client shall have access to a Trial period during which they may evaluate the Platform’s functionalities and may withdraw at any time, without any commitment or cost.
  3. In using the Platform, the Client undertakes to comply with the user instructions provided by the Company, based on requirements stemming from laws, regulations, directives from authorities, or applicable codes of conduct.
  4. It is understood that the data processing related to the use of the Platform will in any case be carried out in compliance with applicable laws. The Client shall act as the Data Controller or, as applicable, the Data Processor, while the Company, through its organizational structure, shall act as the Data Processor or, as applicable, the Sub-Processor, as further specified in the following sections.
  5. Given the nature and operation of the Platform, the Parties acknowledge that, under and within the limits of this Agreement, the Client shall autonomously manage the IT tools made available by the Company and shall be solely responsible, in its capacity as Data Controller or, where applicable, Data Processor, for managing the data entered into the Platform.
4. Client Access to the Platform
  1. The Client shall access the Platform through a reserved area (hereinafter also referred to as the"Console") using authentication credentials assigned to the Client, which shall be stored and used under the Client’s sole responsibility.
  2. Access to the Console and use of the Platform must comply with the provisions set forth in this Agreement.
  3. In particular, the Client undertakes to keep confidential the alphanumeric access codes (referred to as"username" and "password") and is therefore also responsible for safeguarding them. The Client shall be solely liable for any damage resulting from the use of login credentials by unauthorized third parties. The Client also agrees to promptly notify the Company of any theft, loss, or misappropriation of the access credentials by unauthorized third parties, regardless of the cause.
5. Ownership of Personal Data and Appointment as Data Processor
  1. The Personal Data shall remain the exclusive property of the Client, and the Company undertakes not to use them for any purpose other than as strictly necessary for the performance of this Agreement.
  2. In particular, by signing this Agreement and pursuant to Article 28 of the GDPR, the Client—having deemed the Company to be an appropriate and reliable entity—hereby appoints the Company as Data Processor or, as the case may be, as Sub-Processor of the Personal Data.
  3. Pursuant to this Agreement, the categories of Personal Data to be processed are exclusively determined by the Client, who is solely responsible for the use of the Platform and for the maintenance of the Database.
  4. It is the sole responsibility of the Client to preliminarily assess whether the security measures implemented by the Company are adequate for the processing of such data. Should the Client deem it necessary to adopt and/or implement specific security measures for such processing, the Client shall promptly inform the Company. In such case, the Company shall evaluate the Client’s request and provide a specific cost estimate accordingly.
  5. In this regard, the Client acknowledges and agrees that:
    1. The Company may process special categories of Personal Data whenever necessary to fulfill its obligations under this Agreement;
    2. The processing of such special categories of Personal Data may entail additional infrastructure costs for the Company, which may be subject to a separate quotation;
    3. The Company shall in no case be held liable for any damage or loss incurred by the Client as a result of uploading special categories of data to the Platform without prior agreement.
  6. The Company accepts this appointment upon its execution of the Agreement, confirming its full awareness of the obligations undertaken and its possession of the necessary capabilities, experience, and expertise—including technical skills—to fulfill this role. In particular, the Company agrees to process the Personal Data in accordance with the following instructions and provisions:
    1. Not to disclose or make them available to third parties, in whole or in part, temporarily or permanently;
    2. Not to use them for any purpose, except in aggregated form for statistical or Platform improvement purposes;
    3. To process them adequately, relevantly, and in accordance with the data minimization principle, as well as lawfully, fairly, and transparently, in compliance with applicable data protection laws;
    4. To ensure their confidentiality, integrity, and availability, including the security measures as outlined in Article 32 of the GDPR, while disclaiming any liability for the content of the Database and Personal Data and the use thereof by the Client;
    5. To ensure adequate protection of data subjects’ rights by assisting the Client in fulfilling its obligation to respond to data subject requests, including those received by the Company directly; in such cases, the Company shall instruct the data subject to redirect their request to the Client, who shall remain solely responsible for providing a response;
    6. To rely on its internal organizational structure to identify and appoint individuals authorized to process the Client’s Personal Data and Database, defining their scope of authorization, providing proper processing instructions, and delivering appropriate training;
    7. To ensure that such authorized individuals are informed beforehand of the confidential nature of the Personal Data and Database, and have signed appropriate confidentiality agreements;
    8. To manage all obligations related to the designation of system administrators among its staff responsible for managing and maintaining the Platform, in compliance with the Italian Data Protection Authority’s measure dated 27 November 2008;
    9. By virtue of the general authorization granted by the Client through this Agreement, to engage its own sub-processors in writing, binding them by contract or other legal act to the same data protection obligations laid out in this Agreement, including adequate technical and organizational safeguards to meet the GDPR requirements, with the Company remaining fully liable to the Client for the performance of its sub-processors’ obligations;
    10. Upon written request, to make available to the Client the list of any appointed sub-processors and to inform the Client of any additions or replacements to such sub-processors;
    11. To use, to the extent possible, IT and/or telematic tools with CPU located within the territory of the European Union in order to avoid cross-border transfers of Personal Data, adopting processing logics strictly correlated to the services the Company is contractually obligated to provide and in full compliance with applicable data protection and security laws;
    12. Not to transfer any Personal Data or Database outside the EU or to countries lacking adequate levels of protection without the Client’s prior written authorization; if such authorization is granted, the Company shall ensure that such transfer complies with the European Commission’s Standard Contractual Clauses;
    13. To implement a level of security appropriate to the risk, adopting adequate technical and organizational security measures consistent with GDPR requirements;
    14. To provide the Client with the name and contact details of its Data Protection Officer, if appointed pursuant to Articles 37 et seq. of the GDPR;
    15. To provide, within its area of responsibility, technical assistance to the Client in relation to:
      1. Security of processing;
      2. Notification of a personal data breach to the supervisory authority under Article 33 of the GDPR;
      3. Communication of a personal data breach to data subjects under Article 34 of the GDPR;
      4. Data Protection Impact Assessment (DPIA) under Article 35 of the GDPR;
      5. Prior consultation under Article 36 of the GDPR;
    16. In case of accidental or unlawful breach of the Client’s Database resulting in destruction, loss, alteration, unauthorized disclosure of or access to Personal Data transmitted, stored or otherwise processed, to:
      1. Notify the Client without undue delay, and in any event within 48 (forty-eight) hours of becoming aware of the breach, via email sent to the address specified by the Client in the Console;
      2. Provide the Client with relevant information regarding the nature of the breach, the categories and approximate number of affected data and subjects, the likely consequences, and the corrective or mitigating actions taken or proposed;
      3. If the specific information cannot be provided within the timeframe, inform the Client of the reasons for the delay and provide preliminary information useful for regulatory notification purposes;
    17. To make available to the Client all information relating to the technical, organizational, and security measures adopted, as necessary for legal compliance and upon formal written request, to demonstrate adequate measures have been implemented.
  7. The Company shall also cooperate in any inspection or audit activities the Client may carry out, directly or via a designated third party—at the Client's sole cost—provided that:
    1. Such activities shall not be conducted more than once per calendar year and only after a minimum period of twelve (12) months has elapsed since the last audit;
    2. Such activities shall be coordinated with the Company with a prior notice of at least fifteen (15) business days;
    3. Such activities shall be carried out in a manner that does not disrupt the normal operations of the Company;
    4. Any information obtained by the Client or its designated auditor during the audit shall be subject to a confidentiality agreement executed in advance.
  8. If the Company identifies that an instruction issued by the Client violates applicable law, it shall promptly inform the Client.
  9. The Company guarantees that the processing it undertakes will comply with Article 32 of the GDPR and the applicable measures of the Data Protection Authority.
  10. The Company guarantees that Personal Data shall be stored and protected—taking into account technological advancements, the nature of the data, and the specific features of the processing—in such a way as to minimize the risk of accidental or unlawful destruction, loss, unauthorized access, or improper or non-compliant processing, through the adoption of appropriate and preventive security measures.
  11. The Company shall implement safeguards against unauthorized physical access, damage, or interference with Personal Data processed in the performance of its tasks, ensuring secure and reliable operation of data processing facilities through physical and environmental security measures, as well as appropriate anti-malware and data loss protection tools.
  12. The Company shall adopt procedures to regularly test, assess, and evaluate the effectiveness of the technical and organizational measures to ensure the security of processing.
  13. The Company shall retain Personal Data in a form that permits identification of data subjects for no longer than is necessary for the purposes stated in this Agreement, in compliance with the storage limitation principle and in accordance with applicable regulations concerning tax, accounting, and legal records.
  14. The appointment of the Company as Data Processor or, where applicable, Sub-Processor shall remain effective for the duration of this Agreement and shall be deemed revoked upon termination thereof, regardless of the cause. Upon such termination, the Client’s Personal Data and any copies thereof in the Company’s possession shall be permanently deleted from the Company’s information systems (including any physical archives), unless otherwise required by applicable law, as provided in this Agreement.
6. Ownership and Third-Party Licensees
  1. The Company is the sole and exclusive owner of all rights and interests in the Platform, and any related Intellectual Property, including any developments derived therefrom. The website, the Platform, and the information contained therein, with the sole exception of the Data, are the property of the Company. Unauthorized copying and dissemination in violation of Intellectual Property rights is prohibited.
  2. The Client may not sublicense access to or use of the Platform to its own clients. The Client shall be held solely responsible for compliance with the provisions and obligations of this Agreement, as no direct relationship exists between such end clients and the Company.
  3. The Client undertakes, in any case, to indemnify and hold harmless the Company from any damages the Company may suffer due to conduct, breaches, or violations by persons authorized by the Client to access the Platform.
7. Financial Terms and Contract Duration
  1. The Agreement is for a fixed term with automatic renewal based on the minimum duration and the related usage fee chosen by the Client (for example but not limited to 1 or 12 months) if credit card payment is used. Therefore, at the end of the selected period (Expiration Date), the Agreement will automatically renew for an identical period unless renewal is deactivated via the Console before the Expiration Date.
  2. It is understood that the Client may at any time upgrade to a longer-term plan (e.g., from 1 month to 12 months). However, if the Client intends to terminate the Agreement before the Expiration Date, they will still be required to pay the usage fee for the entire chosen subscription period.
  3. During the Trial period, the Client may withdraw from the Platform Agreement freely, at any time and without any cost.
  4. Any ancillary services to the Platform for which the Client must pay a one-time non-recurring fee (such as training and graphic design) will have a duration of 12 (twelve) months from the issuance of the relevant Order Confirmation, or for the shorter remaining period until the Expiration Date of the Agreement if the Agreement is not renewed. Should the Client not use such ancillary services within the indicated term, they will still be obliged to pay the full fee and will have no right to any refund. In the case of purchase of the ancillary service "training", the Client acknowledges and expressly accepts that any inability to attend the scheduled sessions on the dates and times previously agreed with the Company must be notified to the Company at least 24 hours in advance. For each failure by the Client to provide such notice, the Company shall be entitled to deduct 30 minutes from the training service purchased by the Client, without prejudice to the Client’s obligation to pay the full agreed fee.
  5. For the provision and use of the Platform, as well as for the provision and execution of ancillary and instrumental services provided under this Agreement and for the use of any additional options offered by the Platform, the Client agrees to pay a periodic fee and/or a one-time fee within the terms and methods indicated in the Order Confirmation or in the “ONLINE” order if the purchase is made remotely via the E-commerce site, except for the use of any Trial period.
  6. Should the Client fail to pay the fee as agreed above, the Company may, at its sole discretion and at any time, disable the Console function registered to the Client.
  7. If thirty calendar days pass without the Client settling the agreed amount, the Company will be authorized to block the Client’s access to the Console and/or declare the contract terminated by law and subsequently delete all data, without prejudice to the Company’s right to demand payment of the full fee under the Agreement.
  8. Payment of all amounts due to the Company under this Agreement may not be delayed or suspended for any reason, even in the presence of pending disputes. It is understood — including by way of derogation from Article 1460 of the Italian Civil Code — that the Client may assert any rights only through a separate proceeding and only after full payment of the fee obligation.
  9. The Parties agree that, in case of delay in payment of the above fee, default interest will be due pursuant to Legislative Decree no. 231 of October 9, 2002, and subsequent amendments.
  10. The periodic fee for the Platform, related options, ancillary and support services, as well as the modalities of service provision, may be subject to change effective from the next renewal. In such case, the Company will notify the Client at least 15 (fifteen) days before the renewal date, via communication in the Console or by email to the Client’s address recorded in the administrative contacts section of the Console. The new fees and/or new service provision methods will apply from the renewal date of the Agreement and will remain unchanged for at least the following contract period. Should the Client not accept the new fees and/or service provision methods, they must terminate the contract within the terms and procedures provided; failure to terminate within the prescribed terms shall be deemed unconditional acceptance by the Client, with consequent legitimate application of the new fees and/or service methods from the renewal date.
  11. The Company also reserves the right to modify or discontinue individual services and/or functionalities of the Company’s Platform. In such cases, the Company will notify the Client at least 15 (fifteen) days before the chosen expiration date, via communication in the Console or by email to the Client’s address recorded in the administrative contacts section of the Console. Such changes will take effect from the Agreement’s renewal date. Should the Client not accept such changes, they must, pursuant to Article 4.1, exercise termination within the prescribed terms and procedures; failure to terminate within these terms will be deemed unconditional acceptance by the Client, with consequent legitimate application of the new service delivery methods and/or Platform functionalities from the renewal date.
8. Amendments to the Contractual Terms
  1. The Company - including but not limited to purposes of technical, organizational, and/or administrative-accounting improvements - reserves the right, at any time and at its sole discretion, to make changes to this Contract and to the terms of the License, as well as to impose new or additional terms or conditions regarding the use of the Platform, the Software, and, consequently, the provision of the SaaS Services.
  2. In such cases, the Company shall notify the Client of the amendments to the Contract and to the License terms with at least seven (7) days' written notice prior to their effective date. Should the Client deem such amendments unfavorable, and without prejudice to any amounts already paid to the Company as Compensation, the Client shall have the right to immediately terminate the Contract by means of a simple written notice, which may also be sent via email and/or certified email (PEC).
9. Storage Space
The Client’s use of the storage space is strictly limited to purposes connected with the use of the Platform pursuant to this Agreement; therefore, the storage space is available exclusively for uploading files/data related to such use. The Client expressly agrees to this principle and undertakes not to use the storage space for different purposes or in ways not permitted. The available storage space is limited according to the selected plan. The total size of files (images, documents, etc.) attached within the Platform shall in any case not exceed 5 GB. The Company reserves the right to verify, at any time and without prior notice, the compliance of the files saved in the storage space with the provisions of this article. Should such files or data be found unrelated to the use of the Platform, exceed the maximum allowed size, or fall under any prohibited circumstances set forth in this Agreement, the Company may delete them without any obligation to notify the Client.
10. Minimum Service Level
  1. Under this Agreement, the Company undertakes to make the Platform available with an uptime rate of 99%, 24 hours a day, 365 days a year. The Parties acknowledge that the Company cannot be held responsible for any unavailability of the Platform caused by events or circumstances attributable to the Client or to third parties for whose conduct the Client is responsible, including but not limited to, the availability of a suitable Internet connection at the Client’s premises, hardware, software, or internal network issues within the Client’s organizational structure.
  2. The definition of the guaranteed minimum service level excludes ordinary maintenance activities communicated to the Client at least two (2) calendar days in advance and extraordinary maintenance activities communicated to the Client with notice which may be shorter than four (4) hours. During holidays and between 00:00 (GMT+1) and 06:00 (GMT+1) on working days, occasional service interruptions may be necessary due to maintenance operations of the software; such interruptions shall not be considered as part of the guaranteed minimum service level, and the Company shall bear no liability in this regard.
11. Customer Support
  1. Instrumentally and additionally, to ensure the correct use and full functionality of the Platform, the Company undertakes to provide technical assistance for reports regarding issues related to the proper functioning of the Platform, in accordance with the specifications detailed in the Order Confirmation or in the “ONLINE” order if the purchase is made remotely via the website.
  2. It is the sole responsibility of the Client to keep this list constantly updated. The Company shall not, under any circumstances, be held liable for technical assistance provided as a result of the Client’s failure or delay in updating, or incorrect or negligent compilation of the list of Administrative Contacts authorized to request support interventions.
12. Warranties and Liability
  1. The Client represents and warrants that:
    1. all information provided by the Client to the Company is complete, accurate, and up-to-date, particularly within the Administrative Contacts section available on the Platform;
    2. the Client is duly authorized to grant, and hereby grants, the Company all rights necessary for the full execution of this Agreement.
  2. Nothing in this clause shall operate to limit or exclude the liability of either Party for willful misconduct or gross negligence.
  3. The Company represents and warrants that:
    1. it has full power, authority, and all necessary rights to enter into and perform the terms of this Agreement and to grant the license rights set forth herein, and that the execution and performance of this Agreement and the granting of rights to the Client do not violate or conflict with the rights of any third party;
    2. the Platform and its related documentation are original to the Company, and neither the Platform nor the documentation infringe or otherwise violate any third party copyright, patent, trademark, trade secret, or other intellectual property rights.
  4. In consideration of the nature and features of the Platform and its functionality, the Client, including in its capacity as legally liable for its employees, agents, or auxiliaries pursuant to Articles 1228 and/or 2049 of the Italian Civil Code, undertakes to fully hold harmless and indemnify the Company in the event the Company is required or obligated, either directly or jointly, whether through judicial or extrajudicial proceedings, to pay amounts, including without limitation, damages, indemnities, fines (criminal, administrative, tax-related, or otherwise) in connection with the content of communications or information transmitted or otherwise conveyed through the Platform, their lawfulness, and any conduct by the Client, its personnel, employees, collaborators, end-users, or any other party for whose actions the Client is legally or contractually responsible. Civil and criminal liability relating to the information published through the services provided by the Company remains exclusively with the Client.
  5. Liability for Client’s Breach: The Client agrees to fully hold harmless and indemnify the Company from any damages, losses, liabilities, costs, charges, and expenses, including legal fees, suffered or incurred by the Company, or for which the Company is requested to make payment, which would not have been suffered, incurred, or requested had:
    1. the Client complied with the obligations undertaken under this Agreement, and
    2. the representations and warranties provided by the Client upon entering into this Agreement been truthful, accurate, complete, and not misleading.
    The Client further agrees to fully hold harmless and indemnify the Company from any damages, losses, liabilities, costs, charges, and expenses, including any legal fees, suffered or incurred by the Company, or for which the Company is requested to make payment, in any way connected to the transmission of information contained in the Client’s messages, including claims for damages made by third parties on any grounds whatsoever.
  6. The Client acknowledges and agrees that use of the Platform shall occur independently and under the Client’s sole responsibility, in compliance with this Agreement. Accordingly, the Company and its employees and/or collaborators shall not be held liable in any way in connection with the Client’s use of the Platform. The Client therefore irrevocably undertakes—expressly waiving the requirement for third-party beneficiaries to declare their intent to benefit therefrom—to fully hold harmless and indemnify the Company and its employees and collaborators from any damage or loss, whether contractual or non-contractual, arising directly or indirectly from the Client’s use of the Platform and performance under this Agreement. These provisions shall remain in full force and effect even after the termination of this Agreement, for any reason, including expiration, termination, or withdrawal.
  7. The Company shall not be liable in any way for any malfunction of the Platform or for any inability or difficulty in providing ancillary services due to the responsibility of telephone, electrical, or global or national network operators, including but not limited to breakdowns, overloads, outages, or similar events.
  8. The Company shall not be liable for causes beyond its reasonable control or due to force majeure or unforeseeable circumstances, including but not limited to civil unrest, acts of terrorism or war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides, or mudslides.
  9. The Company undertakes to maintain the efficiency and functionality of the Platform. If the use of the Platform must be interrupted due to exceptional events or for maintenance purposes, the Company will endeavor to minimize such interruptions or suspensions and will provide timely updates to the Client.
  10. The Company shall not be liable for acts or omissions of third parties affecting the operation of the Platform, including but not limited to slowdowns or malfunctions of telephone lines or computers that manage the telematic traffic between the Client and the Platform.
  11. In the event the Client uses features of the Platform provided by third parties, including network operators, the following shall apply: The Company enables access to such features, which remain subject to the terms, conditions, and limitations imposed by those providers. In no event shall the Company be liable for any failure or malfunction of such services. If such third parties modify, suspend, or discontinue the provision of such features, the Company may accordingly modify, suspend, or discontinue access to such services without obligation of notice. Furthermore, the Company may suspend use of the Platform insofar as it relies on services provided by such third parties. Notwithstanding the above, the Company reserves the right to engage alternative providers if necessary to ensure the functionality of the Platform. For this purpose, the Client authorizes the Company to provide such third parties with all necessary information.
  12. Except in cases of willful misconduct or gross negligence, the Company’s liability for breach of contract under this Agreement shall in no event exceed the amount paid by the Client to the Company during the period between the date of the last renewal/expiration—or the Activation Date if no subsequent renewal/expiration has occurred—and the date on which the damage first occurred while the Agreement was in effect. The above payment shall be proportionally adjusted for the referenced period, up to a maximum of 12 months.
13. Final Provisions
  1. As agreed between the Parties, the Company shall retain all rights to use statistical information, data, and related analyses in aggregated form, derived from the use of the Platform by its Clients. Such aggregated data shall not include personal data, and the Client expressly authorizes the Company to use such data for the purpose of improving the Platform’s features or for the publication of statistical information, provided it is in aggregated form.
  2. The Client authorizes the Company to use its name and logo in presentations, marketing materials, client lists, and financial reports.
  3. The Company shall have the right to assign or otherwise transfer to third parties the rights and obligations under this Agreement; in such case, the Client agrees to duly inform its own customers of the potential data transfer when collecting consent for personal data processing. The Client may assign or otherwise transfer its rights and obligations under this Agreement only with the Company’s prior written consent, by completing the specific form available upon request and submitting it, duly signed, to the Company. In any case, in accordance with Article 1408 of the Italian Civil Code, the Company expressly declares that the transferring Client shall not be released and the Company reserves the right to take legal action against such Client in the event of non-fulfilment by the assignee.
  4. Without prejudice to the applicable legislation, whereby personal data refers exclusively to information relating to natural persons, the Client acknowledges that the Company shall process data (including those relating to the Client's delegates and representatives appointed to manage the relationship with the Company) in accordance with applicable data protection laws and the Privacy Notice pursuant to Article 13 of the GDPR. No express consent shall be required from the Client as the processing is, inter alia, necessary for the performance of a contract to which the Client is a party and solely for the execution of the services provided under this Agreement.
  5. This Agreement shall be automatically terminated pursuant to Article 1456 of the Italian Civil Code, by simple written notice, including by email and/or certified email (PEC), in the event of breach of the essential obligations set forth in the sections concerning FEES, INVOICING AND PAYMENTS, and ASSIGNMENT OF THE CONTRACT, or in the event the Client is placed in liquidation or subject to insolvency proceedings. Termination of the Agreement in the aforementioned cases shall take effect upon receipt by the Client of written notice from the Company declaring its intention to invoke this termination clause. In any event, the Company shall retain the right to demand full payment of the fee for the entire agreed term and/or to retain it in full, even if not fully utilized.
  6. The provisions of this Agreement shall remain fully in force and deemed accepted by the Client even in cases of free-of-charge and/or temporary use of the functionalities provided by the Company under any title.
  7. Any tax burden arising from the performance of this Agreement shall be borne by the Client.
  8. This Agreement shall be governed by and construed in accordance with the laws of Italy, and the Parties expressly agree that any dispute relating to the validity, effectiveness, interpretation, or performance of this Agreement shall be subject to the exclusive jurisdiction of the Court of Rome.
  9. The failure of either Party to promptly enforce any of the rights granted under one or more clauses of this Agreement shall not be construed as a general or implied waiver of such rights and obligations, nor shall it prevent that Party from subsequently demanding full and strict compliance with all contractual provisions.
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