UpCommerce S.p.a. is committed to provide the customer the use of Zakeke software, hereafter referred to as "Software", as analytically detailed in technical description attached to this contract, for remuneration of a given price within the framework of the provisions set out below.
The Customer undertakes to provide the Company with each and most appropriate collaboration in terms of the adoption of technical measures and the steps required to activate the service, and to transmit each and most appropriate information and data necessary at the time of registration of its account, and more generally to the Company so that it can go ahead with the contract.
The Customer is responsible for the data and content loaded through access to Zakeke, the legality of them, for the compliance with the requirements and rights of third parties especially regarding the protection of industrial property, copyright, trademarks and distinctive signs of a Company, privacy of individuals and groups.
The Client is also liable for the accuracy and promptness of all data and content provided in the use of Zakeke, for their accuracy, completeness and truthfulness and therefore rl can not be held liable for content transmitted and / or published by the Customer, or for any error, omission, damage occurred as a result of the data entered by the Customer, obtained, transmitted or distributed through Zakeke or generated procedures for by its mean in any way.
The customer agrees to all legal purposes to take all possible measures to ensure that no crime is made by means of Zakeke and especially that no identity is falsified, no scam or computer damage is realized, no viruses, codes, files, or otherwise referred to as programs designed to interrupt, destroy or limit the functioning of software hardware or information transmission system belonging to third parties is made available or transmitted or distributed hardware in any way, that is interrupt, manipulate computer or electronic communications or completely or partly disclose the content, and in any event contravene directly or indirectly to the sector regulations.
In order to activate the service, and obtain access to benefits of Zakeke and the necessary integration with the ecommerce, the hardware and software equipment is required, such as illustrated in the technical description attached to the offer.
The service is activated by the specified deadline indicated in the above technical description through the activation of an account and providing the customer with a password by means of which the Customer can access the contents of the software and receive benefits that cast it as described in this contract and technical attachment.
Subject to full compliance by the customer, of the cooperation obligations above mentioned, the password will be provided, and more generally, the service will be activated immediately after the completion of the registration procedure.
Zakeke allows full integration with the ecommerce platform on which the customer's store is built, for the customization of the products sold by the Customer.
The ecommerce platform responds in full, having ensured it to the holding Company, with safety standards as shared and processed by the best science and industry knowledge, ensuring high and acceptable protection parameters from intrusions and violations and contrast to illicit activities.
The Company does not have the power to formulate policies, orders and directives to the ecommerce platform holding Company, and the Customer acknowledges that, subject to the requirement of good faith, any acts or omissions in the management of the ecommerce platform, its maintenance, its adaptation of the necessary safety and security standards, can not be ascribed to the Company, which shall not in any measure be held responsible, except for any right to the company or the person responsible.
The Company in turn guarantees that Zakeke is a software that complies with the highest standards of safety and protection, intrusion defence of the science industry, and as such, it is certified by an impartial third party. The Customer acknowledges, therefore, that the Company shall in no way be held responsible for any damages or injury arising from third party activities and that, in the light of the above standards, they could not be foreseen or prevented, without prejudice to any claim towards those responsible, and subject to the obligation of good faith.
The standards of continuity in the service are determined by the SLA attachment provided at the conclusion of the contract, which the Customer has read and knows, and whose full compliance UpCommerce S.p.a. undertakes and binds to.
Subject to the above obligation and the standards conformity specified in the SLA, UpCommerce S.p.a. is not liable for any delay, malfunction, interruption, or loss of certain data due to force majeure or unforeseeable circumstances, interferences or interventions related to the Customer, unlawful acts by third parties, incorrect use of the software by the Customer or end user, malfunction of the terminals used by the Customer or end user, full or partial interruption of network access services not determined by the Company.
It is understood that the temporary restrictions to the usability of Zakeke resulting from maintenance, upgrade, any backup procedures that may be necessary for UpCommerce, or made on the ecommerce platform will not constitute service interruptions, except that they have a limited duration to what is strictly necessary, and will be communicated with appropriate notice to the Customer, with the exception of urgent and not deferrable programs for which UpCommerce S.p.a. will perform in any case the obligation to notify as soon as possible and in accordance with good faith.
The Customer undertakes to acquire, process and manage users’ personal data pursuant to Legislative Decree no. 196/2003 in full compliance with its provisions and the rules established by the Supervisory Authority.
UpCommerce S.p.a. will have the right to process data acquired in this manner and transmitted through the customer, while respecting the principles set out by the Privacy Code, and therefore lawfully and fairly, for certain explicit and legitimate purposes, in accordance with the purposes and methods of treatment indicated in the statement.
UpCommerce S.p.a. can not be held liable in any way for any treatments and use of personal data held in violation of the standard rules and ascribable to the Customer, who declares and guarantees to all legal purposes that any data sent to UpCommerce S.p.a. was treated in full respect of the rules.
Both partners of this agreement undertake the observance of safety standards as described in Article 31 of Legislative Decree no. 196/2003. The personal data to be processed are therefore stored and controlled, even in relation to knowledge based on technical progress, on the nature of the data and the specific characteristics of the treatment, so as to minimize, by adopting suitable preventive measures, the risks of unauthorized access or not allowed treatment or not compliant with the purposes of collection, and developing the measures referred to in the technical specifications contained in Annex B) to the Privacy Code.
Any proceeds from the sale to third parties, by UpCommerce S.p.a. to any consideration, of data gathered and treated in accordance with the above provisions, will be equally divided between the partners referred to in this contract.
For the service provided by Zakeke, The parties agree the following pricing: Zakeke Pricing Page
Zakeke services are billed on a subscription basis. This means that the customer is billed on a recurring, periodic basis (Billing cycles). The billing cycle is monthly. Subscriptions will be automatically renewed at the end of each billing cycle unless the customer cancels the subscription through the online the account management page in the Zakeke backoffice. Subscriptions may be cancelled at any time.
Both parties will have the unconditional right to terminate the collaboration, without any penalties, fees and charges, in case of bankruptcy, compulsory administrative liquidation, confiscation or seizure of the share capital of the company or of any of them.
Given the professional nature of the parties, the provisions of Legislative Decree no. 231/2002 regarding combating late payments in commercial transactions will apply to this collaboration.
The failure of payment or delay in payment of the fees agreed in this contract for the provision of the service will give UpCommerce S.p.a. the right, pursuant to and by effect of art. 1456 of the Italian Civil Code, to terminate the collaboration unless it obtains compensation of any arising prejudices.
The payment of the fees will be made routinely and unless otherwise agreed, by electronic methods of payment, such as debit cards or credit.
It is understood that the delay in payment resulting from the expiry of cards in the Customer's availability, or from obstacles in the use of them attributable to the Intermediary which the Customer uses, or from failures of the payment system, shall not constitute ground for termination, pursuant to the first clause, where the Customer arranges the restoration of availability and therefore allows the collection of the amount accrued within the term of fifteen days from the receipt of a specific request by the Company, without no interest or additional charges. It is understood that in the event that the payment of accrued income is not made in full by the indicated deadline, the Company may resort the remedy referred to in clause 1 of this paragraph, and that interest will be due, provided for in Articles. 2 and 5 of Legislative Decree no. 231/2002, from the day of expiry of the unfulfilled bond.
The Parties undertake to give full and complete effect to this Agreement, and to cooperate sincerely and in good faith in its interpretation and execution, so that the underlying goals and interests may be realized.
Any registration fees shall be borne by those who intend to avail itself of the contract.
In case of disputes regarding the interpretation, implementation and execution of this Agreement, the parties agree to refer the mechanisms of alternative dispute resolution established the applicable legislation, before the activation of a possible lawsuit before the court, and without prejudice to proven precautionary needs.
The exclusive jurisdiction under Article. 28 of the Italian Code, for each legal dispute arising from the signing of this agreement, its interpretation, implementation and execution, is determined, in compliance with the consensus of the parties, in Foggia, where the Company has its registered office, excluding any other competing jurisdiction.