Terms and conditions
Location: Largo Cacciari, 1 / b – 43122 Parma
Share capital: € 1,000,000.00 i.v.
Tax code and VAT number: 00489920348
The use of the Service (also in the case of a trial subscription) is governed by the Contractual Conditions of this document. Before signing an Order that refers to and incorporates these Contractual Conditions, or to proceed with registration, it is necessary to read and accept the Contractual Conditions contained in this Agreement.
By clicking on “I confirm that I have read and accept the Conditions of Sale and the General Conditions for the Sarce Travel Service”, or by signing an Order that incorporates these Contractual Conditions or refers to them, I, as Customer, I declare:
• accept the Contractual Conditions of this Agreement;
• sign this Agreement with Sarce to receive the service;
• consider the Contractual Conditions of this Contract as binding;
I ACKNOWLEDGE THAT I ACCEPT THAT, BY CLICKING ON THE BUTTON “I confirm that I have read and accept the Terms of Sale and the General Conditions for the Sarce Travel Service”, registering my Sarce Travel account, using the application on my devices or downloading any content of the service Sarce Travel, I confirm that:
a) I have read, understood and agreed to be bound by these terms of service;
b) I will provide / provide truthful, accurate, updated and complete information as required by the Sarce Travel Service registration form;
c) I will keep and promptly update the Registration data to keep them truthful, accurate, up to date and complete.
If you accept or accept these general conditions of service on behalf of a company or other legal person, I confirm that I have the legal representation of the company in the name of which I sign this contract or to be in possession of a special power of attorney for that purpose.
In the case of false, inaccurate, non-current or incomplete information, or if there are reasons to suspect that such information is false, inaccurate, not current or incomplete, SARCE may suspend or terminate the account and refuse any and all current or future use of the Sarce Travel Service.
By providing the e-mail address, the user agrees to receive all necessary communications electronically, at the indicated address. Sarce may use this email address to send notifications about product updates and improvements, corporate news and events, and traveler updates.
If you do not accept these terms of service, then you have no right to access or use the Sarce Travel service. In the absence of full acceptance of these Contractual Conditions, and / or in the absence of authority to represent the company, it should therefore not “click” on “I confirm that I have read and accept the Terms of Sale and the Contractual Conditions for the Service Sarce Travel ”.
The Contractual Conditions are represented by the set of the following specific Conditions, plus the definitions contained in section 1:
SaaS conditions (Software as a Service): the contractual conditions indicated in articles 2 to 18 of this Document;
SLA conditions (Service Level Agreement): the contractual conditions indicated in articles 19 to 23 of this Document;
Conditions relating to the Right to the Protection of Personal Data and Security: the contractual conditions indicated in articles 24 to 26 of this Document.
The Contract is the set comprising the SaaS Conditions, the SLA Conditions and all Orders
Please note that in the event that the Customer or any of its Affiliate is a competitor of Sarce, the making available of the Service is excluded except in the case of prior written consent from Sarce. Access to the Service is also not permitted for use in benchmarking or competitive assessments.
This version of the Contractual Conditions can be translated into other languages, from the original version in Italian, to facilitate reading by the Customer.
In this Agreement the terms listed below have the meaning below:
Subscription and Subscription Fee This means the agreement, established through an Order, between Sarce and the Customer, with which Sarce grants the Customer the right to use the Service in exchange for the payment of a Subscription Fee. This fee is the amount, or the amounts, payable for the Service for the entire duration of the Subscription Period, calculated, invoiced and paid as indicated in an Order, and the related changes made in compliance with the Contractual Conditions.
Trial Subscription Means the possibility of using the product, after registration, for a period of 15 days. After 15 days the customer has an additional 15 days to order the Service keeping the data entered. After this period, without having ordered the service, the data entered will be deleted. The company data entered during the trial period cannot be modified by the user if the service is purchased.
Update Means any modification, error correction or improvement made to the Service, which Sarce makes available on the basis of this Agreement, in the form of a Version or in the form of a temporary correction.
Customer Means the company and its associated companies (parent company, subsidiary, other company that shares the same ownership or the same control as the contractor), which subscribes an Order subject to these Contractual Conditions.
Customer’s Primary Contact Means a person appointed by the Client to whom the administration of this Agreement is delegated on behalf of the Client.
Content It means the information, even in audio or video form, the documents, the software, and any other product and service contained in the Service or made available to Users during the supply and use of the Service.
Support Coordinators This means the people (no more than three) that the Customer identifies as responsible for requesting and receiving assistance for the Service on the Client’s behalf.
Date of the Contract This means the date on which Sarce makes the Service available to the Customer following the Customer’s Order and acceptance of the General Conditions.
Service Start Date This means the date indicated as such in a Service Subscription Order.
Customer Database Means all data and information loaded into the Service by Users.
Personal data Indicates any data relating to an identified or identifiable natural person. An identifiable natural person who can be identified, directly or indirectly, with particular reference to an identifier such as the name, an identification number, location data, an online identifier or one or more characteristic elements of his physical identity, physiological, genetic, psychic, economic, cultural or social.
Documentation Means online instructions and explanations, instruction manuals and other written or recorded documents, including any videos and manuals provided by Sarce relating to the use of the Service.
Scheduled Maintenance Window This means the time between 6.30pm and 7.30pm, according to the official Italian time, every Friday, plus other periods that Sarce has notified the Customer by e-mail at least 24 hours in advance.
Force Majeure Means everything that is not reasonably controllable by one of the contracting parties, such as earthquakes, floods or other divine interventions; acts of war, hostility and sabotage; failure of the electricity, telecommunications, or Internet network, not caused directly by one of the contractors, or restrictions and limitations imposed by the government (including the case of refusal or withdrawal of export licenses or other licenses).
Scheduled maintenance means maintenance, updates, installation of new versions and repairs to hardware and software that are not of a critical or urgent nature.
Microsoft Azure Web Services or MAWS It means the technological infrastructure for Cloud Computing made available by Microsoft.
Working Time From 8:30 am to 6:30 pm Rome time from Monday to Friday, excluding Italian national holidays.
Order means an electronic document signed (electronically) by the Customer to activate a Subscription to the Service under the Contractual Conditions of this Agreement (including any extensions and modifications) and accepted by Sarce.
Subscription Period This means the period of time indicated in an Order as the duration of the Subscription, including any renewals if the Order provides for the possibility of renewal and the renewal has been activated; if the order does not indicate a specific duration, the Subscription Period will begin on the date indicated as the Start Date of the Service, and will continue indefinitely until the subscription is canceled by Sarce or by the Customer in compliance with the conditions of section 4 of this Contract, or the cancellation conditions indicated in the Order.
Prerequisites Desktop Client Microsoft Windows operating system from version 7 onwards.
Apple Mac OS operating system from version 10 onwards.
Compatible browsers: Google Chrome 54+, Mozilla Firefox 49+, Microsoft IE 10, 11, Microsoft Edge.
Plug In: 5.5 Acrobat Reader; Excel Viewer from 2003 Office from 2003
Prerequisites Client for Apple mobile tools from iOS version 10
Android from version 4.4 (KitKat)
Microsoft from Windows Phone 8.1 version
General Regulation on Data Protection (GDPR) Regulation (EU) 2016/679 of the European Parliament and of the council of 27 April 2016 concerning the protection of natural persons with regard to the processing of personal data, as well as the free circulation of such data and repealing Directive 95/46 / EC (general regulation on data protection). It is also called GDPR by Global Data Protection Regulation. In Appendix A (articles 24, 25 and 26), specific Conditions relating to the Right to the Protection of Personal Data and Security are indicated.
Professional Services This means any professional service regarding the commissioning and use of the Sarce Travel Service, including, among others, training, advice and support for the configuration of the Service and its population with Customer Data, that the Customer chooses to order Sarce separately within an Order and that Sarce agrees to provide.
Service Means the Service available through the use of the Sarce Software.
They include the housing in computing equipment (hosting) of the most recent version of the Sarce Travel software application, and the supply of the technical environment, with the relative components, on which the application is based.
Maintenance services The maintenance of the Sarce Travel application, of the Documentation and of the underlying technical infrastructures, which includes maintenance related to the correction of errors, periodic Updates, the variations that were made necessary by changes in the law (excluding interpretations of the Associations) and the corresponding assistance.
Users Means employees, managers, consultants, and generally those acting on behalf of the Client and / or its Affiliates, who receive a user code and / or password to access the Service online.
Version It means a version, distinct from the previous version, and modified from it, of the Sarce application software, which Sarce makes available to all its customers.
A. SaaS CONDITIONS
2.1 The Customer requests Sarce and Sarce agrees to provide access for the use of the Service specified in an Order governed by the Contractual Conditions of this Agreement, starting from the Service Start Date and for the duration of the Subscription Period.
3. License to use the Service
3.1 Subject to the payment of the fees by the Customer, the Customer and the Users are granted a non-exclusive and non-transferable license to use the Service, in compliance with the Rules of the Service, exclusively for purposes of internal management of the Customer, starting from the Date of Start of the Service and for the duration of the Subscription Period. Except as expressly stated in this article, no other right is implicitly granted.
3.2 The license granted in Article 3.1 is subject to limits regarding the number of employees or Users and / or other limits, as indicated in the respective Order
3.3 The Customer cannot:
(i) rent, lend, resell, transfer, license, distribute, commercially exploit or make the Service available to third parties or Content in any way;
(ii) decompose, decompile, subject any part of the Service or Content to “reverse engineering” except in cases where this is required by applicable laws;
(i) access or use the Service or Content to develop or maintain and / or help a third party develop or maintain, products or services that are in competition with Sarce or not;
(ii) allow access or use of the Service to anyone who is not a duly authorized User, except as expressly permitted in this Agreement. Sarce reserves the right to electronically monitor the use of the Service by the Customer.
3.4 The Customer cannot modify the Service or the Content, and cannot create objects derived from the Service or the Content.
3.5 All Intellectual Property Rights on Sarce Technology, and all that is developed and made available under this Agreement, remain with Sarce; this Agreement does not transfer any rights or properties to the Service, Sarce technology, Intellectual Property Rights or any other.
3.6 The Customer undertakes not to remove proprietary trademarks or copyright indications from the Service.
3.7 The Customer will be the owner and will retain ownership of all Customer Data.
3.8 The Customer grants Sarce a non-exclusive, non-transferable and revocable license to display the Customer’s name and trademark, even in the case of a registered trademark, as indicated by the Customer, and possibly modified from time to time, in the creation of correspondence and other documentation and in the presentation of data from the website within the provision of the Service.
4. Duration and termination of the contract
4.1 This Agreement will start from the Date of Start of the Contract and, except in the case of early termination according to the terms of the Contract, will continue until all active Subscriptions have expired without being renewed, or have been canceled according to the rules defined in each Order.
4.2 In the case of Orders that specify a Subscription period of indefinite duration, the Subscription will terminate if canceled according to the conditions contained in these General Conditions, or according to the cancellation conditions indicated in each individual Order. In the case of Orders indicating a Limited Subscription Period, upon expiration of the Subscription Period, the Subscription will not be automatically renewed, except in the event that the Order contains a renewal clause, in which case the conditions will apply of this renewal clause.
4.3 Each party may terminate this Agreement immediately if the other party:
(i) ceases, or threatens to cease, its activities;
(ii) becomes insolvent and / or is put into liquidation, voluntary or involuntary and / or is placed under the control of a liquidator, extraordinary administrator, or other similar figure;
(iii) is in arrears for the payment of royalties for more than 14 days; or
(iv) if a Force Majeure event lasts more than 28 days.
4.4 Each party may terminate this Agreement in the event of a material breach of Contractual Conditions by giving written notice to the party who committed the violation. However, in the event of a violation which can be remedied, if the communication indicates the violation and asks to remedy it, the written communication will become effective only if the party who committed the violation does not remedy it within 15 days of receipt of the communication. For clarification, failure to pay fees by the Customer within the agreed time represents a substantial violation for the purposes of this clause.
4.5 The termination of this Agreement for any reason will not affect the rights accrued by the parties under this Agreement, and in particular (without excluding other rights) the right to compensation for damages caused by the other party. Sections 3 (License for use of the Service), 4 (Duration and termination of the Contract), 6 (Fees and invoicing), 7 (Payment conditions), 8 (Data protection), 10 (Liability), 11 ( Compensation), 13 (Confidential Information), 14 (Transfer of the Contract and Relationship between the Parties) and 17 (Miscellaneous) will remain valid and in force even after the expiration or termination of this Agreement.
4.6 Upon termination of this Agreement all Subscription Periods still in progress will terminate automatically, and Sarce will immediately cease to provide the Service to the Customer and all licenses granted under this Agreement will expire. The Customer must pay punctually all the fees due and not yet paid.
5. Interoperability of data, third party applications and third party suppliers
5.1 Sarce will not be liable for errors, loss of or damage to Customer Data, if errors, data loss or damage occur when data is managed outside the Service, or is the result of process defects loading data.
5.2 In the event that the Sarce software is interfaced with Customer or third-party databases (such as for reading electronic payment tracks from credit card providers) and these databases are changed without Sarce being informed in time, the responsibility cannot be ascribed to Sarce, which, at the request of the Customer, will carry out the necessary changes in the ways and times with which it can intervene, invoicing the activities carried out at the rates in force on the date.
5.3 In the event that the Sarce software is interfaced with document-based storage products, the responsibility for verifying the quality and legibility of the digitized documents rests solely with the customer.
5.4 Sarce may include features in the Service that are based on interoperability with Third Party Applications. Sarce does not offer any guarantee regarding the availability of such applications over time, and the Customer acknowledges that, in the event that a supplier ceases to make an Application available for interoperability with the Service under conditions deemed acceptable by Sarce, Sarce may, at its discretion, to replace these applications with others that have similar functionalities without the Customer being able to claim anything.
6. Fees and invoicing
6.1 The Customer will pay Sarce the Fees (possibly modified in accordance with the provisions of section 6.5) for the provision of the Service for the duration of the Subscription Period, based on what is specified in the corresponding Orders.
6.2 The Subscription Fees for the Subscription Periods defined in an Order will be invoiced periodically as indicated in the Order, starting from the respective Start Date of the Service, for the entire duration of the Subscription.
6.3 Except in the cases expressly indicated in the present Contract all the Fees are not revocable, and all the amounts paid are not refundable.
6.4 The fees do not include the VAT due by law on the date of the invoice, which the customer will have to pay in addition, if due.
6.5 Sarce has the right to change the prices of the Subscription Fees at any time, with the exception of the first 12 months of a new Subscription, and the first 12 months after the modification of a Subscription, giving the customer four months’ notice. If a Customer who has received a price increase notice intends to cancel the Subscription during the notice period before the price change takes effect, he may do so in turn giving four months’ notice, in which case the price increase will not take effect.
7. Payment terms
7.1 The Customer will pay Sarce the Fees according to the methods and conditions specified in the Order or in the Orders in force.
7.2 All payments of the fees must be at full value without deductions; if deductions are necessary for customs duties, withholding taxes or any obligation due on the use of the Service or on the payment of the Fees, the Customer will compensate such deductions at his own expense, making sure that Sarce receives the entire amount of the Fees due.
7.3 In the event that the due date for payment of a fee was exceeded by more than a week without payment having taken place, Sarce will have the right to
(i) suspend the provision of the Service, by communicating by e-mail to the Customer’s Primary Contact with 15 days notice; is
(ii) to charge a reconnection fee in the event that the Customer’s access to the Service has been suspended and subsequently reactivated at the request of the Customer; this reconnection fee will be equal to the missed fees during the suspension increased by 30%.
7.4 Regardless of whether or not the actions described in the previous clause are activated, in the event of late payment, the interest on arrears will be applied to SARCE, without the need for prior notice and without prejudice to any other different rights of the same. amounts not promptly paid to be calculated at a nominal rate equal to the first rate indicated by the Italian Banking Association (ABI) to its members, increased by 5 points.
8. Data protection
8.1 Each of the parties undertakes to comply with the obligations deriving from the applicable legislation regarding the protection of personal data, including, for example, the laws governing the storage and processing of personal data. Article 28 (1) of the General Regulation of the European Union on Data Protection (GDPR) requires the stipulation of a contract between a data controller and a data controller and between a data controller and another data controller, to inform that for the treatment will be put in place technical and organizational measures that meet the requirements of the General Data Protection Regulation and guarantee the protection of the rights of the interested parties. The Terms and Conditions of the General Data Protection Regulations set forth in the Appendix of this document are intended to satisfy this requirement for the parties.
8.2 To the extent that personal data is processed during the use of the Service, the parties agree that Sarce acts as Data Processing Manager and the Customer acts as Data Controller (data controller) themselves. The hosting provider, on the date Microsoft company, will be another data controller. The parties, for this purpose, undertake to respect the respective legal obligations regarding the protection of personal data. Sarce will process these personal data only in the name and on behalf of the Customer.
8.3 The Customer is obliged to ensure and guarantees that the personal data communicated and / or supplied to Sarce have been obtained in compliance with the applicable legislation on the subject. The Customer undertakes to obtain the necessary consent of the persons whose data are processed and to perform any necessary registrations with the competent authorities to allow Sarce to transfer personal data to third parties in order to allow the latter to perform of its obligations under this Agreement.
8.4 Sarce expressly declares that
(i) acts solely as data controller;
(ii) will process personal data exclusively on the basis of instructions given by the data controller; is
(iii) will adopt, similarly to those who provide hosting activities, adequate technical and organizational security measures to safeguard personal data.
8.5 If a third party complains about any violation of their personal data protection rights, Sarce will have the right to take all measures deemed necessary to prevent the violation from continuing.
9.1 Each party guarantees:
(i) to have the legal representation of the company in whose name it signs this Agreement or to be in possession of the appropriate power of attorney for this purpose and to fully comply with the obligations arising therefrom;
(ii) that the signing and compliance with the obligations arising from this Agreement do not violate or represent a conflict situation with respect to the provisions of any separate contracts and / or agreements to which it belongs;
(iii) that your personal details provided to the other party are not false or fraudulent; is
(iv) who undertakes to comply with the legislation and any administrative provisions in force, as well as any orders from the judicial authority, in relation to this Agreement.
9.2 Sarce guarantees:
(i) that you have the right to license the software that constitutes the Service;
(ii) that said software will work as described in the Documentation (provided that the client’s devices meet the Client Prerequisites for desktop and mobile tools);
(iii) that the Service will be provided with adequate expertise, diligence and professionalism in line with the current commercial practice of the sector; is
(iv) that the Service will be provided in compliance with the SLA Conditions.
9.3 The guarantees of article 9.2 do not cover any deficiencies or damages due to:
(i) interaction with Third Party Applications and / or software, services or content other than Sarce;
(ii) any connectivity provided by third parties;
(iii) any modification to the Service not implemented by Sarce; or
(iv) any operation that differs from what is indicated in the Documentation that is caused by the use of the Service in compliance with the Rules of the Service.
9.4 Except for what is expressly established by this Contract, all the guarantees and conditions, explicit or implicit, provided for by laws, regulations or other sources are excluded to the maximum extent permitted by law. No guarantee is given with respect to the results that the Customer can obtain through the use of the Service or that the Service will operate without interruptions and without errors.
10.1 The liability of each party towards the other party is neither excluded nor limited in cases of false declarations of intent.
10.2 The parties will not be liable for any Consequential Damages caused by or connected with this Agreement, nor in the event of a civil offense (including cases of gross negligence or violation of the law), or false (non-malicious) statements even if the party has been warned of the possibility of such damages.
10.3 The parties will not be liable for lost profits (direct or indirect) caused by or connected with this Contract, or deriving from the contract, from cases of civil tort (including cases of gross negligence or violation of the law), by false declarations (not malicious) or by other causes, even if the party has been informed of the possibility of such damages.
10.4 Without prejudice to the provisions of articles 10.1 to 10.3 included, the maximum responsibility of each party towards the other (originated by contract, civil tort, or other cause), in the case of a claim for compensation connected to this Contract or resulting from it, including any compensation or other obligation will be limited to:
(i) Subscription Fees (net of taxes and / or fees) paid by the Customer to Sarce during the Subscription Period in which the claim was made; is
(ii) 200% of the Subscription Fees (net of taxes and / or fees) paid in the last 12 months for all of the claims submitted during the Subscription Period.
10.5 The Customer will be liable for any breach of this Agreement due to actions, omissions or negligence of Users or other persons accessing the Service with the Customer’s access code, as if such actions, omissions or negligence had been committed by the Customer directly.
The parties cannot submit complaints on the basis of this Agreement after one year has passed since the discovery of the circumstances underlying the complaint or the date of termination or expiry of this Agreement.
10.6 The parties acknowledge and agree that in entering into this Agreement each of them has taken advantage of their ability to evaluate and make judgments, and has not relied on statements made by the other party, by employees of the other party or by others acting in its name.
11.1 Sarce will reimburse the Customer all costs, losses, expenses and liabilities to third parties, with the opposition in court in the case of actions brought by third parties against the Customer that support the violation of Intellectual Property Rights by the Service provided that:
(i) the Customer informs Sarce promptly of the action taken;
(ii) Sarce has total control of the opposition initiative (or settlement at the discretion of Sarce); is
(iii) the Client cooperates fully and provides all the assistance reasonably required in the opposition or in the plea bargain.
11.2 Sarce will have no commitment arising from the obligations referred to in Article 11.1 above in cases where the dispute is based on:
(i) the combination, management or use of the Service with other services or with software not supplied by Sarce, if the violation could have been avoided in the absence of said combination or use;
(ii) use of the Service in a manner not in accordance with this Agreement, or
(iii) the modification, even partial, of the Service made by a subject other than Sarce, if the violation could have been avoided in the absence of such modification.
11.3 The Customer will reimburse Sarce and its employees and those acting on its behalf all costs, losses, expenses and compensation due to third parties, including reasonable legal fees, arising from disputes connected with or resulting directly or indirectly from :
(i) violations by the Customer or a User of any Intellectual Property Rights in relation to the use of the Service made outside the provisions of this Agreement;
(ii) the processing by Sarce of Data, also personal, of the Customer, of other elements of the Customer or provided by the Customer, including, among other things, the storage or publication on the Internet of data or content that is defamatory , or that represent violations of Intellectual Property Rights or third party rights;
(iii) violations of laws or other legislation regarding data protection, including personal data, resulting from the processing of data carried out by Sarce on behalf of and according to the instructions received from the Customer or from Users; or
(iv) breaches of this Agreement by the Customer. Furthermore, Sarce will have the right to take measures to prevent the publication on the Internet of data, even personal data, or contents prohibited by law, and to prevent the continuation of violations of third party rights.
12.1 The Customer will maintain adequate security measures to ensure that access to the Service remains within the limits of the provisions of this Agreement. In particular, the Customer must: (i) manage with due diligence and attention every identification, password (password), user name (username) or other security devices for the use of the Service; (ii) adopt the necessary measures to ensure its confidentiality, security and correctness of use, and to prevent unauthorized persons from coming into possession of it; and (iii) ensure that each access key (user account) to the Service is used only by the User to whom it was assigned. The Customer is responsible for all the activities carried out through the access keys to the Service assigned to the Customer and to the Users, and undertakes to inform Sarce promptly when he becomes aware of unauthorized use of the Service or other security breaches.
12.2 Sarce may suspend access to the service or part of it if, at Sarce’s discretion, to be reasonably exercised, there is a risk that the Customer’s or a User’s actions compromise the integrity or security of the Service.
13. Confidential Information
13.1 Each party may use the Confidential Information of the party who provided it only for the purposes of this Agreement. Without prejudice to the provisions of Article 13.5, each party is required to keep all Confidential Information confidential except, if necessary, to the extent that those who receive Confidential Information are obliged to make them public by law, or on the basis of provisions of government authorities or administrative authorities that have jurisdiction with powers to which one or both parties are subject.
13.2 The party that receives Confidential Information from the other party may bring it to the attention of those of its employees, and other subjects acting on its behalf, who have need for the purposes of this Agreement.
13.3 Both parties agree to return to the sender, or to destroy them, all documents, materials or data that contain Confidential Information, promptly upon expiration or termination of this Agreement.
13.4 obligation of confidentiality set forth in this Agreement does not apply in the case of information that: (i ) were legitimately already in the possession of the party that received them before the negotiation that led to this Agreement, (ii) are in the public domain, or become so after the Start Date, provided this does not occur as a result of a breach of this Contract; or (iii) must be made known by law.
13.5 If a party receives a request to provide Confidential Information on the basis of any law or regulation, or otherwise from public authorities, that party must: (i) promptly consult the other party and take into consideration the relevant comments before making any Confidential Information available; and (ii) cooperate with the other party to ensure that every available exemption, or other legitimate means, is used to the maximum extent possible to avoid or reduce the provision of Confidential Information.
13.6 The parties acknowledge that, without prejudice to the provisions of the preceding articles from 13.1 to 13.5: (i) the provision of Confidential Information by the person who received it would represent a violation of confidentiality that can be prosecuted; (ii) the Confidential Information represents a trade secret; and (iii) the making available of Confidential Information could damage the commercial interests of the parties.
14. Transfer of the Contract and Relationship between the Parties
14.1 The parties may not transfer or confer the rights deriving from this Agreement, except to an Affiliate, without the prior written consent of the other party, which will not deny unreasonable consent.14.2 Sarce and the Customer are independent contractors and nothing in this Agreement can be interpreted as indicative of a relationship between employer and employee.
14.3 The parties agree and acknowledge that no third party shall have the right to file claims for breaches of this Agreement unless that these are claims for which the law does not allow exclusion.
15. Contacts and Communications
15.1 The Customer will provide Sarce with the contact details, including the e-mail address, of
(i) a single Principal Contact person, responsible for administering this Agreement, and a billing contact, and will ensure that the contact details are accurate, complete, and updated within 30 days in the event of changes; is
(ii) a maximum of three Support Coordinators, responsible for requesting and receiving on its behalf assistance to the Service, who must have sufficient knowledge to answer questions regarding assistance and who must be adequately competent and prepared to perform this role effectively.
15.2 Sarce may send notices via a general notice on the Service, by e-mail sent to the e-mail address of the Principal Contact contained in the customer card of Sarce, or by letter sent by registered mail or by courier sent to the Customer’s address contained in the customer card of Sarce. The communications will be considered as delivered after 72 hours have elapsed from the shipment in the case of dispatch by post, or 12 hours from the dispatch in the case of electronic mail, or upon receipt in the event of dispatch by courier.
15.3 The Customer may send communications to Sarce, which will be considered delivered at the time of receipt, by e-mail (in cases where this Agreement provides for e-mail communications) sent to [email protected], or by letter sent by registered mail prepaid or by courier sent to Sarce SpA at the address: Largo Cacciari 1 / b, 43122 Parma, Italy, to the attention of the Sarce Travel Service, or to any other address that Sarce has communicated to the Customer in writing as a new address to this purpose.
16. Service Rules
16.1 Sarce, in order to improve its management, may from time to time make changes to the Service by modifying what is described in the Documentation, and / or by notifying the Customer by e-mail or through a referential link (link) on the login page (log- on) or on the home page of the Service.
16.2 Such modifications may include, by way of example:
(i) changes to the prerequisites necessary to use the Service;
(ii) changes to the rules of use, security and confidentiality rules, or new rules to guarantee the security and integrity of the Service;
(iii) limits on the amount of usable storage space for Customer Data (including Documents uploaded to the Service by the Customer in the form of attached documents), and similar restrictions aimed at avoiding unreasonable charges on the Service; and / or
(iv) rules aimed at ensuring that the databases and applications that form part of the Service can be used with maximum effectiveness and within the limits of available capacities.
17.1 Any current or future invalidity of a clause of this Agreement will not affect the legal validity of all other clauses. In this case it will be considered as if the parties had agreed a clause that is as close as possible to what they had intended commercially, in place of the invalid clause. The same principle will apply in the event of omissions.
17.2 With the exception of the obligation of the Customer to pay the Fees, if one of the parties ceases to be able, in whole or in part, to comply with the obligations deriving from this Contract due to Force Majeure, the obligations of that part they will be suspended due to the persistence of the Force Majeure. As soon as possible after the occurrence of a Force Majeure event, the party affected by the Force Majeure event must inform the other party to what extent it is unable to meet its contractual obligations. If the Force Majeure event lasts for more than thirty days, each party may terminate the contract with respect to the Service whose service has been suspended ..
17.3 In the event of inconsistency between the contents of the Orders and the relative attachments, the contents of the last Order, the SaaS Conditions, the SLA Conditions will prevail as a priority.
17.4 In the event of renewal of a Subscription upon expiration of the Subscription Period the Sarce Contractual Conditions in effect at the time of renewal or addition will replace these Contractual Conditions for all Orders, and will apply to this Contract in their entirety. Each Order will be valid from the date on which Sarce begins to make the Service available to the Customer.
17.5 This Agreement, including all Orders that have been signed, represents the totality of the agreements and understandings between the parties, and all previous agreements, commitments, negotiations or discussions between the parties concerning the subject of this Agreement are considered expired and ineffective.
17.6 Neither party may make public statements, disseminate press releases or make other announcements concerning the existence or conditions of this Agreement or the business relationship between the parties, without the prior written consent of the other party; as a partial exception to the above, the parties agree that Sarce may use the Customer’s name and trademark to include the Customer on Sarce’s customer list on its Internet site and in other information and promotional documents.
18. Applicable law, arbitration panel, competent court and language
18.1 This Agreement will be governed by Italian law and in particular by the Civil Code relating to the regulation of the contract.
18.2 If the Parties intend to appeal to the ordinary judicial authority, only the Court of Parma will be competent.
18.3 If the client’s registered office is in a non-EU country, disputes arising from this contract or in relation to the same will be resolved by arbitration according to the Rules of the Arbitration Chamber of Milan, by a single arbitrator, appointed in accordance with this Regulation.
The Arbitral Tribunal will judge according to Italian law according to equity. The place of arbitration will be Milan. The language of arbitration will be Italian.
18.4 The availability of this Agreement containing the Contractual Conditions translated into other languages from the original version in Italian is provided only to facilitate reading, and the Customer expressly declares to accept that the relations between the Customer and Sarce will be governed by the Italian version of the same Contractual Conditions. In the event of any discrepancies or differences in interpretation between the original text of the Contractual Conditions in Italian and the translated versions, the Italian version will prevail. The provisions of this clause also apply if this document, or the Orders, have been signed by Sarce in a language other than Italian.
B. SLA CONDITIONS
19. Availability of the Service
19.1 The Supplier will take appropriate measures to ensure the Availability of the Service, in terms of redundancy, monitoring and management of the platform. The situations listed in Article 23, and Scheduled Maintenance are excluded from the Availability calculation.
19.2 Availability, referring to the service during an entire calendar month, is 99%.
It is not considered lack of availability if this occurred only at times when no User was using the Service.
21.4 Assistance Services. Sarce will provide the Customer with standard customer assistance services in relation to the maintenance and operation of the Service. Sarce will provide support services through the customer support portal, in accordance with the assistance policies defined in the portal itself and modified from time to time, and with the process of managing service requests (tickets) entered by the Customer through the portal customer support.
21.5 Professional Services. Any Professional Services that Sarce can provide to the Customer, upon request, are provided as a separate service from the provision of the Service, at the rates agreed between the parties. Whether ordered together with the subscription to the Service or separately, the Professional Services are considered outside the scope of this Agreement and any disagreement or controversy regarding Professional Services does not affect the rights and obligations arising under this Agreement for regarding the supply and use of the Service.
22. Customer’s obligations
22.1 The Customer will have the following obligations under these SLA Conditions:
(i) prevent interference by Users or third parties with the Service;
(ii) ensure that the Customer’s systems are correctly configured and kept up to date for the use of the Service, and that they have adequate access to the Internet;
(iii) promptly inform Sarce in a timely and detailed manner in the event of problems with the Service and in the event of changes in the contacts designated by the Customer;
(iv) to use and maintain effective and up-to-date software in its systems for searching, identifying and removing viruses and other similar threats; is
(v) carry out all the administrative activities of human resources related to the Service, and other activities for which the Customer is responsible, including, for example:
• the creation, removal and management of access keys (user accounts) created after the initial preparation of the Service;
• the execution of data loading operations and other operations and management processes related to Customer Data, including all data and related changes, their validation, quality control and revision of data and related changes;
• the development and implementation of adequate safety standards, procedures, authorizations and controls in relation to the use of the Service by the Customer (and its Affiliates).
23.1 Sarce will have no responsibility or obligation to intervene in the event of errors, problems or malfunctions when these result from one of the following causes:
(i) breaches of Customer’s obligations under this Agreement;
(ii) errors or omissions of Internet service providers (Internet Service Providers);
(iii) the underestimation of telematic attacks, hacking, or other similar incidents;
(iv) any DNS problems that are not under Sarce’s control, p. es. errors in the Customer’s network or in an Internet service provider’s network;
(v) any problems or errors that occur while Sarce is waiting for the Customer to provide useful information to correct an error or restore services;
(vi) inconveniences caused by the Customer’s management or operational activities regarding the Service; or
(vii) Force Majeure.
20. Infrastructure and security
20.1 Network and Data Center. Sarce uses Microsoft Azure as a provider of “hosting” services that include web server type computing equipment, database servers, physical data archives, load balancers, and the software necessary to host the Service used with Customer Data. The Service makes use of MAWS data centers located in the European Union, with locally redundant data configuration, ensured by the hosting provider’s infrastructure. Sarce reserves the right to change the “hosting” service provider or the location of the computer centers at any time, choosing in any case a supplier who is ISO-27001 certified or otherwise applies equivalent rules. Microsoft will comply with the requirements of the law on the protection of personal data of the European Economic Area and of Switzerland in relation to the collection, processing, transfer, storage and other types of processing of Personal Data from the European Economic Area and from the Switzerland. At the beginning of the implementation of the GDPR, Microsoft will ensure that transfers of Personal Data to a third country or an international organization will be subject to the appropriate protections described in Article 46 of the General Data Protection Regulation and that such transfers and protections will be documented in accordance with Article 30 (2) of the General Data Protection Regulation.
20.2 Safety and the Environment. The service provided by Sarce makes full use of the security infrastructure that is an integral part of the hosting provider’s web services, built according to the best security practices. The most up-to-date version of the Microsoft Service Agreement (on the date of signing this Agreement) where service levels are highlighted, can be viewed at any time by visiting http://go.microsoft.com/fwlink/?LinkId= 517,017.
Microsoft will provide notice of at least 90 days notice of any material changes that are unfavorable to your Service Agreement. The use of the systems by the customer’s users will always be available except in the hours previously notified by the company Microsoft Corporation, an activity not dependent on the Supplier, through a specific e-mail notification.
The Supplier makes continuous use of constantly updated virus identification software to help protect Customer Data from viruses and other forms of “malware”.
20.3 Copies for saving data (data backup). Sarce will back up the Customer Database every day. Daily backup copies will be kept for six days, and weekly backup copies will be kept for four weeks. Sarce may change the data saving rules at its discretion and within the reasonable limits.
20.4 Recovery of backup copies. Data recovery operations will be performed by extracting the archived data from the most recent backup copy (or, if requested by the Customer, from another available backup copy) and reporting them over the current copy of the database used by the Service. If the need to recover the data is due to a request by the Customer for its operational reasons) the Customer will pay Sarce, in the final balance, all the time spent performing these services at the request of the Customer, at the rates in force for the services professional.
21. Maintenance and Support
21.1 Scheduled Maintenance. Sarce will perform Scheduled Maintenance during the Scheduled Maintenance Window. Sarce reserves the right to change the Routine Scheduled Maintenance Window, moving it to an alternative window of equal duration, giving the Customer communication by e-mail with a 30-day notice.
21.2 Emergency maintenance. Sarce, if possible, will give the Customer communication by e-mail with a notice of at least 2 working hours before performing emergency maintenance, ie maintenance, updates, repairs to hardware and software aimed at the immediate solution of problems that cause instability in the Service. However, if necessary, the work can begin at any time and continue until it is complete if, in the opinion of Sarce, the operation does not cause significant degradation to the specific environment of the Customer, and / or is still necessary or appropriate for the overall maintenance or improvement of the functionality, security or performance of the Service. Sarce will make every effort to perform any emergency maintenance outside the Working Hours, but cannot guarantee it.
21.3 Updates. Sarce may, at its discretion, apply periodic updates to the Service to improve its functionality, security and / or performance. Some Updates may remove or reduce functionality, however not substantially.
APPENDIX A: Conditions relating to the Right to the Protection of Personal Data and Security
24. Specific Obligations of the General Data Protection Regulation (GDPR): Articles 28, 32 and 33
24.1 The Customer authorizes Sarce to appoint as another Other Personal Data Processing Manager, in compliance with these General Conditions, the Company (indicated in the SLA chapter) which provides the hosting.
24.2 Sarce will guarantee that the hosting Provider is bound by written contracts that oblige him to provide at least the level of protection of personal data requested by the Supplier from these General Conditions.
24.3 Sarce nitore will not have recourse to another data controller, other than the hosting provider, without prior specific or general written authorization from the customer. In the case of general written authorization, Sarce informs the Customer of any planned changes regarding the addition or replacement of other data processors, thus giving the Customer the opportunity to oppose such changes. (Article 28 (2)).
24.4 Processing by Sarce is governed by these Terms and Conditions which bind Sarce to the Customer. In particular, Sarce and / or the hosting provider (in the following chapter for convenience “the Supplier”) will:
(i) process Personal Data only on the Client’s documented instructions, even in the event of the transfer of Personal Data to a third country or an international organization, unless required by the law of the Union or Member States to which the Supplier is subjected ; in this case, Sarce informs the Company about this legal obligation before the treatment, unless the right prohibits such information for relevant reasons of public interest;
(ii) ensure that the persons authorized to process the Personal Data have committed themselves to confidentiality or have an adequate legal obligation of confidentiality;
(iii) adopt all the measures required pursuant to Article 32 of the GDPR;
(iv) taking into account the nature of the processing, assisting the Client with adequate technical and organizational measures, to the extent that this is possible, in order to satisfy the Customer’s obligation to comply with requests for the exercise of the rights of the concerned as per Chapter III of the General Data Protection Regulation;
(v) assist the Client in ensuring compliance with the obligations set out in Articles 32 to 36 of the General Data Protection Regulations, taking into account the nature of the processing and information available to Sarce;
(vi) upon Customer’s choice, to delete or return all Personal Data after the processing of the services related to the processing has ended and to eliminate the existing copies, unless the right of the Union or the Member States provides for the retention of data;
(vii) make available to the Customer all the information necessary to demonstrate compliance with the obligations established in Article 28 of the GDPR and allow and contribute to the review activities, including inspections, carried out by the Customer or by another person appointed by the latter.
24.5 Sarce must immediately inform the Customer if, in his opinion, an instruction violates the GDPR or other provisions, of the Union or the Member States, relating to the protection of personal data. (Article 28 (3)).
24.6 When Sarce uses another data controller for the execution of specific processing activities on behalf of the Client, as in the case of hosting, this other data controller is imposed, by means of a contract or other legal act pursuant to of the law of the Union or of the Member States, the same obligations regarding the protection of personal data contained in these General Conditions, providing in particular sufficient guarantees to implement adequate technical and organizational measures so that the processing meets the requirements of regulation itself. If the other data controller fails to fulfill his obligations regarding the protection of personal data, Sarce will retain the entire responsibility for the fulfillment of the obligations of the other manager towards the Customer Company. (Article 28 (4)).
A24.7 Taking into account the state of the art and the implementation costs, as well as the nature, object, context and purpose of the processing, as well as the risk of various probabilities and severity for the rights and freedoms of natural persons , Sarce puts in place, through the hosting provider and for consideration, at the explicit request of the customer, appropriate technical and organizational measures to guarantee an adequate level of security to the risk, which may include, among others, and as appropriate:
(i) pseudonymisation and encryption of Personal Data;
(ii) the ability to ensure the confidentiality, integrity, availability and resilience of processing systems and services on a permanent basis;
(iii) the ability to promptly restore the availability and access of personal data in the event of a physical or technical accident and
(iv) a procedure to test, verify and regularly evaluate the effectiveness of the technical and organizational measures in order to guarantee the security of the treatment. (Article 32 (1)).
24.8 In assessing the appropriate level of security, special consideration is given to the risks presented by the processing that derive in particular from the destruction, loss, modification, unauthorized disclosure or access, in an accidental or illegal manner, to Personal Data transmitted, stored or otherwise processed. (Article 32 (2)).
24.9 The Customer and Sarce ensure that anyone acting under their authority and having access to Personal Data does not process such data unless it is instructed to do so by the Company, unless required by the law of the Union or the Member States. (Article 32 (4)).
24.10 Sarce will inform the Customer without undue delay after becoming aware of the violation. (Article 33 (2)). This notification must at least
(i) describe the nature of the personal data breach including, where possible, the categories and the approximate number of data subjects concerned, as well as the categories and approximate number of records of the Personal Data in question;
(ii) communicate the name and contact details of the person responsible for the protection of personal data or any other point of contact to obtain more information;
(iii) describe the likely consequences of the violation of personal data e
(iv) describe the measures adopted or proposed for adoption by the data controller to remedy the breach of personal data and also, if necessary, to mitigate the possible negative effects. (Article 33 (3)).
24.11 Sarce will make every reasonable effort to help the Customer fulfill the obligation to communicate a personal data breach to the specific supervisory authority and interested parties pursuant to Articles 33 and 34 of the General Data Protection Regulation.
25. Assistance to the Customer in Responding to the Interested Requests
25.1 Sarce will make available to the Customer the Personal Data of its interested parties and the ability to satisfy their requests regarding the exercise of one or more of their rights pursuant to the General Data Protection Regulation in accordance with the functionality of the Product and its role of data controller. Sarce will comply with the Company’s reasonable requests for assistance in order to satisfy this need of the interested parties.
25.2 If Sarce receives a request from the interested party of the Customer to exercise one or more of his rights under the General Data Protection Regulations, Sarce will suggest the interested party to present the request directly to the Customer.
26. Records of processing activities
26.1 The Supplier shall keep all the records required pursuant to Article 30 (2) of the General Data Protection Regulations and, to the extent applicable to the processing of Personal Data on behalf of the Company, make them available to the Company upon request.
Terms and conditions
for SARCE TRAVEL Service