## [General Terms and Conditions](https://dren.dev.reldn.eu/contract-terms) **DEFINITIONS** The terms listed below shall have the meaning attributed to them as specified, both in the General Terms and Conditions (GTC), in the ComQual Order Form (MOC), and in any other document that forms part of the Contract. **Service Administrator:** The person appointed by the Client to manage the operation and configuration of the subscribed SaaS service. This person manages users and roles and may be assisted by other users to whom the same permissions can be granted. However, these additional users cannot remove the Service Administrator from his/her role. **API (Application Programming Interface):** A set of instructions, rules, and protocols that enable communication between software applications. In the context of the service, it refers to the interface provided by the Supplier that allows the Client to integrate and make the SaaS software interact with other applications. Through the API, the Client can access specific features and data of the service, in accordance with the terms of the contract. **Support:** The assistance provided by the Company to the Client to facilitate the proper use of the Service. Support includes managing service malfunctions, handling administrative requests, and providing guidance on the use of functionalities, in accordance with the methods and timelines established in the Contract. **Client:** The natural or legal person who holds the contractual relationship with the Company. **Connectivity:** The connection to the Data Center made by the Client, at their own expense and under their own responsibility, through a telecommunications network or internet link. **ComQual:** the distinctive trademark of the services subject to this contract. **General Terms and Conditions (GTC):** This document, which forms part of the Contract and governs all aspects not subject to amendments and/or additions in the Supplemental Conditions. Article 1341 of the Italian Civil Code applies. **Supplemental Conditions:** The part of the Contract that includes specific clauses applicable to the contractual relationship that may not necessarily apply to all contracting parties. **Contract:** The GTC, its annexes, the Supplemental Conditions, the MOC, any technical documentation provided to the Client, subscription forms, and any online instructions for using the Software. **Functional Consulting:** Consulting services provided to help the Client optimize the use of the Service by analyzing their needs and suggesting specific configurations or functionalities that best meet the Client’s operational and strategic requirements. **Access Credentials:** The identification codes and access keys associated with each User (including any tokens) that allow the user to be authenticated to access and use the Software and Cloud Services. **ComQual Order Form (MOC):** A form prepared by the Company, which, once completed by the Customer with all the required information (including online), formalizes the request to activate the chosen Service. **Parties:** The Company and the Client. **Intellectual Property:** All intellectual and/or industrial property rights, whether registered or not, in whole or in part, worldwide. This includes, but is not limited to, trademarks, patents, utility models, designs, domain names, know-how, copyrighted works, databases, and software (including its derivatives, source code, object code, and interfaces). **Contract Representative:** The individual who signs the Contract on behalf of the Client and exercises all the prerogatives related to the Contract. This person manages the relationship with the Company, receives official communications, and approves the purchase of new services and/or any contract modifications. **SaaS (Software as a Service):** A software distribution model in which the provider grants the Client the right to access and use a software application via the internet. The software does not require installation on the Client's devices and is managed and updated by the provider. Access is provided as a subscription service governed by the terms of this Contract. **Services:** Each of the services provided by the Company to the Client through access to and use of the Software and/or other deliverables specified in the Order. Services can be offered on a subscription basis (Subscription Services), allowing the Client unlimited use for a predetermined period, or on a consumption basis (Pay-per-Use Services), where the Client uses the Services a defined number of times as specified in the Order. **Company:** Relinc S.r.l., Tax Code 04577770961, with registered office in Milan, Via della Moscova 32, and its successors or assigns. **ComQual Website:** The official website of the Service, where the Client can view the features of the offered services, subscribe to, and pay for the Service. Available at [www.comqual.it](http://www.comqual.it) in Italian and [www.comqual.eu](http://www.comqual.eu) in English. **Operational Support:** The direct intervention of the Company to perform specific operations or activities within the Service on behalf of the Client. **User:** Any individual registered by the Client who can operate within the subscribed services according to the available functionalities and permissions assigned by the Client. --- 1. **SCOPE OF APPLICATION** 1. The present General Terms and Conditions (GTC) govern the contractual relationship between the Company and the Client for the provision of the Services specified in the ComQual Order Form (MOC). 2. Unless otherwise provided under Clause 16, any amendments to the Contract must be documented in writing and signed by both Parties. 3. In case of conflict between the GTC and the MOC, the General Terms and Conditions shall prevail, unless expressly agreed otherwise in writing by the Parties. 4. If the Client also applies their own General Terms and Conditions, any conflicting clauses with these GTC will be deemed inapplicable. 5. The definitions contained in these GTC are an integral part of the document. 2. **CONCLUSION OF THE CONTRACT** 1. By submitting the MOC, the Client makes an offer to the Company for the conclusion of the Contract. 2. Unless explicitly waived by the Company, the contractual offer may only be made by the Client through the MOC, duly completed, signed, and submitted to the Company. 3. The Contract shall be considered concluded upon the first of the following actions taken by the Company: 1. activation of the Service for the Client; 2. issuance of an invoice and/or payment request for the Service; 3. acceptance notification sent via email; 4. acceptance notification through the digital channel provided on the ComQual Website for MOC submission. 3. **COMMENCEMENT AND DURATION OF THE CONTRACT** 1. The Contract shall take effect immediately upon its conclusion. 2. The Contract shall remain in force for the time required to provide all subscribed services and will automatically terminate, without prior notice, once all such services have been rendered. 3. The Contract will also automatically terminate, without prior notice, if the Client becomes subject to any insolvency proceedings. Termination will take effect at the end of the billing period in which the event occurs. 4. **COMMENCEMENT AND DURATION OF SUBSCRIPTION SERVICES** 1. Subscribed services will commence from the activation date. 2. Subscription services are provided on an open-ended basis. 3. Either Party may unilaterally terminate a subscription service at any time. If the termination notice is sent by the Client, it must be submitted via the digital methods provided on the ComQual Website, if available, or via other methods specified in Clause 20.d. If the termination notice is sent by the Company, it will be sent to the Contract Representative’s address or through one of the methods specified in Clause 20.b. 4. The termination will take effect at the end of the billing period in which the termination notice is received. 5. For 30 days following the termination of the subscription, the Client will be allowed access to the Service solely to extract their data, documents, and/or content using the Software's standard features. Alternatively, the Client may request the delivery of such data, documents, and/or content in a format of their choice, subject to payment of the costs required for the operation. 6. Unless otherwise agreed between the Parties, after the aforementioned period, the Company will permanently delete all data, documents, and/or content in compliance with relevant legal obligations, particularly those related to data protection laws. 7. In the event of termination of the Contract under Clause 3.c, all subscribed services will be automatically canceled. 5. **TERMS AND PAYMENT METHODS** 1. For all services, payment is required in advance. 1. If a payment method with automatic debit has been agreed, such debit will take place: - At the time of order acceptance in the case of a new subscription to a subscription service or pay-per-use services. - At the beginning of each new billing period for a subscription service. 2. If a payment method without automatic debit has been agreed, the Company will send the Client a payment notice before the due date with the details of the amount owed. 2. The Client is always free to use the automatic debit payment methods available on the ComQual Website. 3. Any payment methods that do not allow automatic debit must be agreed in advance and expressly indicated in the MOC. 4. For subscription services, the related fee will be subject to annual adjustment according to ISTAT indices. 6. **CLIENT OBLIGATIONS** 1. The Client is required to make payments due within the agreed terms. 2. The Client must inform their Users of the legal and contractual obligations applicable to the Service. The Client is responsible for ensuring that each User complies with the contractual provisions and, pursuant to Article 1381 of the Italian Civil Code, is liable for their actions, guaranteeing compliance with all applicable regulations, including tax and civil law. 3. The Client must use the Service exclusively for the intended purposes, complying with laws, customs, practices, and principles of diligence, fairness, and good faith, without infringing on the rights of third parties. 4. The Client must promptly inform the Company of any unauthorized use of their account, as well as any breaches of IT security and/or data integrity and confidentiality. 5. The Client is responsible for the proper safeguarding of access credentials to the Service and is liable for any misuse, even if due to loss or theft. 7. **CLIENT RIGHTS** 1. The Client has the right to use the Service according to the technical specifications and in compliance with the service levels provided, within the limits indicated in the Order. 2. The Client may allow other Users to use the purchased Services, within the limits indicated in the MOC, technical documentation, and online instructions. 8. **COMPANY OBLIGATIONS** 1. The Company provides the Client with the Service for which the Contract was signed. 2. If the Service is subscription-based, it will be available to the Client for the entire subscription period. If the Service is pay-per-use, it will be available to the Client within the limits and terms specified in the MOC. Any suspension of the Service will be subject to the provisions of Articles 10 and 11. 3. The Services provided in SaaS mode comply with the following operational functionality parameters (SLA – Service Level Agreement): availability of 99.5% on an annual basis. This parameter does not consider downtime due to force majeure (e.g., natural disasters, wars, terrorism), internet network failures and related infrastructure failures outside the Company's perimeter, or scheduled maintenance activities. 4. If the Service is unavailable for a cumulative period exceeding the functionality parameter indicated in the previous clause, it will constitute a service disruption. In such a case, the Client will be entitled to an extension of the current subscription period equal to three times the days of service disruption. Failures and/or anomalies must be promptly reported by the Client to the support service. The extension period will be calculated from the time of the report to the time of restoration. A day includes any fraction of a day exceeding three hours. 9. **COMPANY RIGHTS** 1. In fulfilling its obligations under the Contract, the Company may, at its sole discretion, rely on the technical, organizational, and commercial cooperation of its partners, to whom it may delegate the provision of all or part of the Service. 10. **LIMITATION OF LIABILITY** 1. The Company is not responsible for any service disruptions caused by improper use of the Service by the Client. 2. The Company is exempt from any liability concerning the data, information, and content entered by the Client into the virtual infrastructure used by the Service. The Client agrees to indemnify and hold the Company harmless from any claims for damages or compensation made by third parties. 3. The Company assumes no responsibility regarding the suitability and/or adequacy of the Service to meet the Client’s specific needs, nor does it guarantee that the Service will be error-free or have functionalities not specified in the technical documentation. 4. The Company assumes no responsibility for the technological adequacy of the devices used by the Client to access the Service, including under the circumstances outlined in Clause 11. 5. The Client expressly exempts the Company from any damages that may result from the updates and developments referred to in Clause 11, except in cases of willful misconduct or gross negligence. In any case, the Client may not request compensation exceeding the amount paid for the Service. 6. In the case mentioned in Clause 8.c, the Client will not be entitled to any compensation or indemnity for direct or indirect damages of any kind or nature, beyond what is specified in Clause 8.d. 11. **SCHEDULED MAINTENANCE** 1. The Client benefits from updates and developments related to the Service. 2. The Client acknowledges and agrees that, where deemed appropriate at the sole discretion of the Company, updates and developments may: 1. Modify and/or eliminate certain functionalities of the Service. 2. Involve replacements or (even partial) migrations of the Service. 3. Require the Client to update the device requirements necessary to access the Service. 3. Updates and developments are carried out periodically and may render the Service temporarily unavailable. The Company, to the extent compatible with the urgency of the intervention, will give adequate notice and make every reasonable effort to carry out these interventions during times of minimal impact on the Client. Service unavailability during updates and developments will not be considered for the calculation referred to in Clauses 8.c and 8.d and will not entitle the Client to any refund or Service extension. 12. **SERVICE SUSPENSION** 1. In addition to the suspension cases referred to in Clause 11, and without prejudice to the right to terminate the contract, the Company reserves the right to temporarily suspend the Service in the following cases: 1. In the event of non-payment or partial payment of the fee by the agreed due date. The suspension will be lifted on the next business day following confirmation of full payment. 2. If there are confidentiality and/or security concerns. The suspension will be lifted on the next business day following the Company’s verification that the reasons for the suspension no longer apply. 3. In the event of violations by the Client and/or any User of legal obligations related to the use of IT services and/or the internet. The suspension will be lifted on the next business day following the Company’s verification that the consequences of the violations have been eliminated or resolved. 2. Fees corresponding to the suspension periods referred to in Clause 12.a will not be refunded, and the Client will not be entitled to any Service extension. 13. **CONTRACT TERMINATION FOR BREACH** 1. The Company may terminate the Contract, pursuant to Article 1456 of the Italian Civil Code, by written communication if the Client fails to comply with any of the obligations set out in Clauses 5, 6, 12, and 15.c of the Contract. In such cases, termination will take immediate effect. 2. Service suspension as provided under Clause 12 does not affect the Company’s right to terminate the Contract under Article 1456 of the Italian Civil Code for the same reasons. The Company may exercise this termination right either after the Service suspension, if the breach persists, or directly, without the need for a suspension period. 14. **EFFECTS OF CONTRACT TERMINATION AND RETURN** 1. Upon termination of the Contract, for any reason, the Company will discontinue the provision of the Service to the Client, except as provided in Clause 4.e. 2. In the event of termination of the Contract pursuant to Clause 13, the Company reserves the right to immediately terminate access to its services, except as provided in Clause 4.e. 3. It is understood that the obligations under Clauses 10, 15, 19, 20, 21, and 22 will survive the termination of the Contract, regardless of the reason for termination. 15. **INTELLECTUAL PROPERTY** 1. All Intellectual Property rights, including the related economic exploitation rights, on the Cloud Infrastructure, Software, Cloud Services, documentation, Updates and Developments, preparatory works, and derivative works are and remain, in whole or in part and worldwide, the exclusive property of the Company and/or the third-party owners indicated in the Order, Supplemental Conditions, or technical support documentation. 2. The Company and/or its licensors retain all rights to trademarks, logos, names, domain names, and other distinctive signs associated with the Service and its updates and developments. Consequently, the Client may not use these elements without prior written authorization from the Company, which may grant or deny it at its sole discretion. 3. ComQual trademark is the property of the Company, which has exclusive use of it. The use of this trademark by any third party, including the Client, is prohibited unless expressly authorized in advance by the Company. 16. **SUPPORT SERVICE** 1. The support service allows the Client to receive assistance regarding the use and operation of the Service. 2. The support service can be contacted via email at or through other methods indicated on the ComQual Website or within the applications used to access the service. 3. Unless a different support level has been expressly agreed upon, the support service is offered with the following "basic" features: - No additional costs for the Client. - Support activities will take place on business days, Monday to Friday, excluding public holidays in Italy, during the hours indicated on the ComQual Website. - The Company will respond as quickly as possible but does not guarantee any specific response time, even in the case of urgent or time-sensitive requests from the Client. - The support service constitutes a mere aid, for which the Company is not required to solve reported problems or guarantee their resolution. 17. **ADDITIONAL SUPPORT ACTIVITIES** 1. At the Client’s request, the Company may provide additional services, such as: 1. Customized training. 2. Operational support in configuring and using the application. 3. Functional consulting. 4. Customization of software features used by the Client. 2. These activities are subject to fees, to be agreed upon in advance. 3. In the case of updates and functional developments referred to in Clause 11.a, any additional costs required due to the presence of software customizations will be borne by the Client. If the Client wishes to avoid such expenses, they may opt to revert to standard functionalities. 18. **UNILATERAL MODIFICATIONS TO THE CONTRACT** 1. The Client agrees that the Contract may be unilaterally modified by the Company at any time. 2. The following types of unilateral modifications are provided as examples, but not limited to: 1. Modifications related to adjustments to the technical and/or functional structure of the products and services offered. 2. Modifications related to adjustments to the organizational structure of the Service. 3. Modifications to the fees due by the Client, taking into account the adjustments in the preceding points. 3. The Company will notify the Client of any unilateral modification at least 30 days before its implementation through one of the methods indicated in Clause 20.b. 4. In such cases, the Client may terminate the Contract by written notice to the Company within 15 days from the date of receipt of the Company’s notice, using one of the methods indicated in Clause 20.d. 5. If the Client does not exercise the termination option within the specified time frame, the modifications will be deemed known, accepted, and binding. 6. The ISTAT updates referred to in Clause 5.d do not constitute a unilateral modification of the Contract and are not subject to the provisions of Clause 18. 19. **NULLITY** 1. The nullity of individual Contract clauses does not imply the voidness of the entire Contract, except for Clauses 4, 5, 6, and 15. 2. In case of nullity of individual clauses, the parties agree to make necessary modifications to preserve the original intentions of the Contract. 20. **COMMUNICATIONS** 1. All communications related to this Contract must be sent using one of the methods listed below. 2. The Company may send its communications: - By writing to the email address provided by the Client. - By sending certified email to the address provided by the Client. - By using other remote communication methods activated by the Client in their profile. - By sending regular mail to the address provided by the Client. 3. It is the Client’s responsibility to promptly update the Company in case of changes to their contact addresses. 4. The Client may send their communications: - By contacting support as indicated in Clause 14.b. - By sending certified email to the address . 21. **APPLICABLE LAW AND EXCLUSIVE JURISDICTION** 1. The relationship between the parties is governed exclusively by Italian law. 2. For any disputes arising from the Contract, the exclusive jurisdiction lies with the Court of Milan, Italy. 22. **MISCELLANEOUS** 1. Versions of these GTC written in a language other than Italian must be considered as a courtesy. For the interpretation of these GTC, only the Italian version (available [here](https://www.comqual.it/condizioni-generali)) shall be binding.