GENERAL TERMS AND CONDITIONS

Supplier
Softgenia Srl CF 13220190964, with registered office in Viale Montenero, 70 Milan, registered in the business register, no. REA MI – 2710671, of the Milan Chamber of Commerce (hereinafter the “Provider” or “Supplier”).

1. Introductory provisions

1.1 These General Conditions regulate the rights and obligations deriving from the use of the Supplier's product through the user interfaces accessible on the website https://euroetica.it by a natural or legal person who concludes a contract with the Supplier for the supply of the product (hereinafter the “Contract” and the “Customer”).

1.2 In particular, messages (reports) from third parties (whistleblowers) are received and stored via the product via the mobile application and/or the website https://portal.euroetica.com/find-form. These messages are subsequently made available to the Customer via a profile or by sending them in the form of an encrypted document. The Customer uses the Supplier's product in particular for the management and administration of messages, communication with the informant and archiving, as well as the fulfillment of obligations under national and European legislation relating to the protection of whistleblowers (hereinafter the product ").

1.3 The rights and obligations deriving from normal navigation on the site https://euroetica.it, not in relation to the supply of the Product (i.e. outside the user interfaces https://portal.euroetica.com or mobile app), are governed by the Terms and rules of use of the website.

1.4 The Customer is required to learn and apply these General Conditions and, by registering on the Supplier's website and/or in the application or otherwise using (for example browsing) the Supplier's website and/or the application, the Customer recognizes the current version of these General Conditions and is obliged to respect them.

1.5 The Customer is obliged to train all persons who will work with the user account and/or manage it via the Provider's website and/or the application on behalf of the Customer and with their knowledge of the content of these General Conditions.

1.6 These General Conditions come into force and effect from the moment of their publication and are also an integral part of the Contract concluded between the Supplier and the Customer (by order and/or sending the relevant electronic form on the Supplier's website).

2. Object of the Contractual Relationship

2.1 The object of the contractual relationship between the Supplier and the Customer is in particular the obligation of the Supplier to allow persons to carry out an action via a form on the Supplier's website and/or the application (hereinafter "Whistleblower") by informing the Customer of certain facts – usually of an undesirable nature (hereinafter the “Report”), may have made such report through the Provider's website and/or the application, and the Customer's obligation to pay the due compensation to the Provider in accordance with these General Conditions, as well as other related obligations established in these General Conditions.

2.2 The object of the Contract is the Supplier's obligation to allow the Reporter to use the Supplier's website and/or the application for the purpose of forwarding reports and subsequently making them available to the Customer. Making the Product available for these purposes does not imply any burden on the part of the Supplier towards the Reporting Party.

2.3 The Customer acknowledges and accepts that the Supplier acts for both the Customer and the Reporter in its activities pursuant to Articles 2.1 and 2.2 of these General Conditions and in relation to the supply of the Product.

2.4 The Supplier does not interfere in any way in the legal relationships between users, in particular between the Customer and the Reporter. The rights and obligations between users are subject to the user agreement and are governed by applicable legal rules, and the Provider will not be responsible for any liability relating to user obligations or any breach thereof.



3. License Agreement

3.1 In connection with the conclusion of the contract, the provider also grants the customer the right to exercise the right to use the provider's product in accordance with the provisions of the articles of the Civil Code to the extent and in the manner indicated below (hereinafter the “License”).

3.2 The License is negotiated on a non-exclusive basis and in terms of unlimited scope in the territory, limited in time to the duration of the Agreement and with the number of administration accesses based on the selected version of the Product. The compensation for granting the License is part of the compensation pursuant to point 11.1 of these General Conditions.

3.3 The Customer has the right to use the Product to take advantage of all its features in accordance with the Contract and these General Conditions. Customer is not authorized to reproduce, distribute, rent or lend the Product. The Customer has no right to grant a sublicense (total or partial) to any third party. The Customer has the right to assign the License to third parties exclusively and only with the prior written consent of the Supplier. These restrictions do not apply to the cases listed in this point

3.4 of these General Conditions.
3.4 The Customer is authorized to use the Product within the Customer's corporate group together with other persons under the Customer's control – for example a branch or organizational unit of the Customer (hereinafter “Related Persons”), without prior consent written by the Supplier. Control is the ability to use one's position to significantly influence the behavior of a person, business company, or other entity. Influence means in particular the direct and/or indirect power to dispose of a stake in a commercial company and/or another entity to which at least 50% of the total votes of such commercial company and/or entity belong.

3.5 If the Customer already uses and/or will use the Product together with Related Persons, the Customer is obliged to immediately inform the Supplier of this fact via email and at the same time identify such Related Persons to the Supplier. The Customer is responsible for ensuring that the Related Persons comply with all relevant contractual documentation of the Supplier, including these General Conditions, as well as all legal regulations in relation to the use of the Product, and is directly responsible for the compliance of the Related Persons with such regulations and/or for any damage caused by Related Parties during use of the Product.

3.6 The Customer has the right to use the Product in its original form. Customer may not rename, modify, alter, elaborate, circumvent any functionality or user limitations or other limitations of the License, or otherwise change the Product, or combine it with another work or incorporate it into a collective work.

3.7 By entering into the Contract, the Customer grants the Supplier consent to use the trade name, company name or name of the Customer and other persons whose employees will use the Product via the Customer's user account as a reference for marketing purposes in any form or form, unless the Customer and the Supplier agree otherwise.



4. General Product Conditions

4.1 The Supplier will provide the Product to the Customer under the following conditions:

to. the Product is completely safe in sending reports and in subsequent communication with the investigator, the Product does not store the IP addresses of the Reporters and at the same time all communications within the Product and the reports themselves are encrypted; however, the Supplier does not guarantee complete anonymity, because it does not depend completely on the Supplier, but also on all subjects who use the Product, as well as on the Reporters,
b. the Customer's access to the Product is protected at least by email (email address) and password,
c. in order to use the Supplier's mobile application, if any, for reporting purposes, it is necessary to download it from the App Store or Google Play and install it on the mobile device
d. Internet access is a prerequisite for using the Product. The Customer is responsible for choosing the internet service provider and paying the related costs; in the event of an unsuitable connection, the Supplier will not be responsible for any impediment to the use of the Product.

4.2 The Customer is obliged to keep the access data for his user account confidential. The Customer acknowledges that the Provider is not responsible for any breach of this obligation by the Customer, in particular for the misuse of the Customer's user account by third parties.
4.3 The Supplier continuously takes measures to avoid interruptions, limitations, interruptions or reductions in the quality of Product availability, within which it may carry out planned and unplanned downtime in the provision of the Contract for the purposes of inspection, maintenance or replacement of hardware, or creating or modifying websites, software or other computer programs.



5. General Conditions of Use of the Product

5.1 When using the Product, the Customer and persons authorized by the Customer, related persons or persons representing the Customer, or their employees or other persons in a similar capacity, are required to comply with these General Conditions, comply with the applicable laws, act honestly and in accordance with good morals. The Customer must behave at all times in such a way as to avoid damaging the reputation of the Supplier or causing damage to the Supplier or to other users of the Product or to other persons.
5.2 In particular, the Customer has no right to interfere in any way with the content or technical parameters of the Product, to interfere with its security, to prevent other users from making full use of it, to create false, misleading or deliberately distorted documents or in any case dishonest and/or grossly indecent content (vulgarity, defamatory comments, etc.).

5.3 The Customer will be responsible for any damage or injury caused by unauthorized use of the Product and/or interference with the Product and its components (including source code).



6. Responsibility for availability and errors in the product

6.1 The Supplier is responsible for ensuring that the availability of the Product is not less than 90%, measured on all working days of the calendar month from 8:00 to 20:00 in the place where the Supplier's server is connected to the network. In particular, the Supplier is not responsible for any interruptions or disservices of the Internet connection provided by third parties.

6.2 The Customer will not be entitled to any compensation for interruptions, disservices or other deficiencies of the Product resulting from maintenance.

6.3 The Customer is obliged to promptly notify the Supplier of any failures, interruptions and other deficiencies of the Product after they have occurred and to describe them in detail in his report and indicate whether they occurred during the use of the Supplier's website and/or the application , as well as any other relevant information (hereinafter the "Report of defects").

6.4 The Customer must promptly send the report of defects via e-mail to support@euroetica.it. The Supplier will record each Defect Report, including the internal identification number of the report, the description of the defect and, if applicable, other facts indicated in the report, including the date and time of the report. The defect report will be handled by the Supplier within a maximum response period of 48 hours (hereinafter the "Response Period"). In the event of a defect report made during the Supplier's working holidays, the Response Period begins on the day immediately following the Supplier's working holidays.

6.5 Upon receipt of a defect report from the Customer, the Supplier will analyze the defect report and validate the reported defect and inform the Customer within the Response Period of the expected date and method for resolving the reported defect. During the resolution of the reported defect, the Customer is required to collaborate effectively with the Supplier and/or his representative, in particular in identifying the defect and its cause, in case of need to simulate the defective state again, to provide a backup of current data, to create simulation data, etc., in testing the changes made, as well as in eliminating the consequences of defects, in restoring data, etc.

6.6 The time to remedy the defect is calculated from the expiry of the Response Period and is directly related to the nature of the defect. However, the Supplier undertakes to always correct the defect within 5 working days of the end of the Response Period (hereinafter the "Rectification Period").

6.7 If the Supplier does not eliminate the defect within the Rectification Period and/or if the availability of the Product is less than 90% pursuant to Article 6.1 of these General Conditions and if the Customer has submitted a Defect Report pursuant to the Article 6.2 of these General Conditions, the Customer will be entitled to compensation for damages. Any complaints by the Customer must be made by a person authorized to do so and according to the methods specified in Article 6 of these General Conditions.



7. Fundamental rights and obligations of the Supplier

7.1 The Supplier will make available to the Customer any Reports entered by the Reporters via the form on the Supplier's website and/or in the mobile application, usually via the profile or by sending an encrypted document.
7.2 By its nature, the Supplier is not responsible for the content of the Report uploaded by the Reporter on the Supplier's website and/or application.



8. Fundamental rights and obligations of the Customer

8.1 Before using the Product, the Customer is required to familiarize himself with these General Conditions, the Product Privacy Policy and the Terms of Use of the Site and to use the Product only in accordance with these documents.
8.2 At the time of the Report, the Reporter is required to fill in all the information marked as mandatory in the form. If the Reporter does not enter any of the mandatory data, such data will automatically be highlighted and it will not be possible to send the Report without completing it.



9 Registration Terms

9.1 A registered user is a user of the Supplier's website who is interested in using the Product and completes and submits the relevant registration form. At the time of registration, each user is required to provide the following information: (i) name and surname and tax code, or company name tax code in the case of a legal entity, (ii) telephone contact with regional code, (iii) e-mail address email, (iv) registered residence as declared to the municipal authorities or registered office of the legal person, (v) VAT number and SDI for sending the electronic invoice in the case of a legal person, (vi) access data (password and username), (vii) location of the server with data storage pursuant to article 9.2 of these General Conditions. If the user does not enter each of the mandatory data, these data will automatically be highlighted and it will not be possible to continue registration without filling them in.

9.2 When registering pursuant to Article 9.1 of these General Conditions, the user chooses the location of the data storage server on which the user data collected in connection with the use of the Product will be stored. The default data storage server for already registered users is a server located in the European Union. Any change in the location of the data storage server is possible only with the consent of the Provider. Storing your data on the data storage server outside of the options specified in the registration form is only possible according to the technical possibilities of the Provider and with your consent. This article applies similarly to the case of conclusion of the contract by order pursuant to article 10.4 of these GTC.

9.3 By clicking on the "Registration" button (or other wordings and icons) in the relevant registration form and the further "flag" confirming one's desire to register and contract, the user sends the relevant form and at the same time accepts the these General Conditions, the duration of the contract, the payment conditions, the amount and the Terms of Use. It is not possible to send the registration form if all the fields marked as mandatory in this form are not filled in and at the same time if the user does not declare that he agrees with the text of these General Conditions and, if applicable, does not satisfy other registration conditions established by the Supplier.

9.4 Upon registration, the relevant user account of the user is activated and a user profile is created which can be accessed from the Supplier's website – the user thus becomes a customer of the Supplier.

9.5 By entering the registered username and password, the registered user – Customer – can log in via the Supplier's website and/or application. By sending the registration form and subsequently confirming the registration, the Customer expressly confirms and acknowledges that:

a) he/she becomes a Customer, will not reveal the password to access the user account to third parties and undertakes to take all necessary measures to prevent third parties from accessing this password, in particular access to the account and the user data without your consent

b) you will provide personal data that is up-to-date, true and complete information about you in accordance with the relevant requirements of the Supplier and that you do not commit a violation of the right to protection of personal data by providing the data or name of another person, including use of another person's username, password, or other information

c) the Supplier will not be responsible for any damage caused to users of the Product as a result of events beyond its objective control, including the actions of third parties.

9.6 The Customer may at any time request the cancellation of their user account or the modification or deletion of any personal data by sending a request to the PEC address softgeniasrl@onepec.net. The registered user will also be able to modify and integrate the data provided.

9.7 All information provided by the Customer during registration must be correct and truthful. In the event of a subsequent change to the Customer's data, the Customer is obliged to update the data without undue delay via the Customer Account. The Supplier will not be responsible for any damage suffered if the Customer provides incorrect and inaccurate data.

9.8 The Supplier has the right to block the Customer Account at any time, even without notice, if the Customer violates his obligations under the law or these General Conditions or if he has any other serious reason for doing so. The blocking of the Customer Account does not affect the fulfillment of any obligations of the Customer arising in relation to the use of the Product.



10 Conclusion of the Contract

10.1 The Contract between the Supplier and the Customer is concluded through the expression of the Customer's willingness to adhere to the supply conditions described in this form through the affixing of a specific "flag" of express acceptance on the interactive form inserted for this purpose on the site website of the Supplier which allows registration or in the form of an order, both subject to these General Conditions. In this way the Contract is considered concluded and perfected.

10.2 After the conclusion of the Contract, the Customer will be provided with access to the customer account which allows access to the Customer Interface and receipt of Reports (hereinafter the “Customer Account”) and the interface for administration of the Product through which the Customer
manages his Customer Account (hereinafter “Customer Interface”), through which he is entitled to use the Supplier's Product according to the terms and conditions established in these General Conditions.

closing via website

10.3 If the contract is concluded via the interactive form on the Supplier's website, it becomes binding for the Supplier with the payment of the price or other remuneration to the Supplier pursuant to article 11.1 of these GTC.

closing by order

10.4 If the Contract is concluded in the form of an order, the Contract will be concluded at the moment in which the Supplier accepts the Customer's order in writing – at that moment the Contract is considered concluded and perfected and the Supplier will be entitled to payment of the price or of other remuneration from the Customer.
The Supplier will promptly confirm the conclusion of the Contract to the Customer via an informative email to the email address provided by the Customer.

10.5 If the Contract is concluded by means of an order, the Customer must issue and send a written order to the Supplier no later than ten (10) working days before the requested date of making the Product available. The Supplier is not obliged to accept an order received subsequently.

10.6 The Customer's order must always contain the following information:

to. identification of the Customer including the number of its employees and/or students, the Customer's contact person and its email address,
b. the specification of the version of the Product to be ordered
c. the requested date of availability of the Product
d. other information relevant to the respective order.
10.7 The Supplier will send the confirmed order to the Customer within the next five (5) working days of receipt. The order confirmation will contain the calculation of the Fee for making the Product available and a reference to these General Conditions and their binding effect on the order. On the date of receipt of the confirmed order, the Contract will be concluded.



11 Payment Terms

11.1 Product activation is free
1) For the BASIC type the supply fee is set at €49.00/month
2) For the STANDARD type the supply fee is set at €79.00/month
3) For the PREMIUM type the supply fee is set at €119.00/month

4) For the first 12 months of supply the compensation will be discounted by 100%.
5) The minimum duration of the contract is mutually agreed upon as 3 (three) years, tacitly renewable.
6) The Customer accepts and confirms that in the event of early withdrawal with respect to the three-year duration, the discount referred to in point 3) will not be applicable and he will be required to pay the Supplier all fees accrued from the start of the supply to its termination.

11.2 For the Period immediately following the first 12 months, the Annual Compensation payments will be paid to the Supplier in advance on the same date of the year in which the Customer entered into the Contract.

11.3 The Customer must pay the Compensation by direct remittance bank transfer upon receipt of the invoice corresponding to the conclusion of the Contract in the form of an order according to the methods agreed in the order itself. The Customer agrees to have sufficient funds on the payment due date to pay the Fee via the payment method selected in the Agreement and to update the selected payment method, if necessary, to avoid its expiration.

11.4 If the Client does not have sufficient funds on the due date of the payment of the Compensation, the Supplier will send a “payment failed” email message to the email address provided by the Client and will attempt to redeposit the sum – no more than five (5) times – using the credit or debit card provided.

11.5 In case of delay by the Customer in the payment of the amount due or part of it to the Supplier for more than ten (10) calendar days, the Supplier will have the right, without the need for prior notification, to temporarily limit or block the use of the Product by the Customer or cancel the Customer's Customer Account.

11.6 The Client who has created a Client Account and is charged for the Fee using the selected payment method is responsible for all activities that occur on that Client Account. In order to maintain control of the Customer Account and ensure that no outsider can access the account, the Customer must maintain control of the Product by enabling the devices used to access the Product and avoid disclosing the associated password or payment method details to the Customer Account to any other person.



12 Termination and Withdrawal

12.2 The Supplier alone will have the right to withdraw from this Contract without giving any reason with three (3) months' notice. The Customer will only have the right to terminate the contract with notice of at least three months before the natural expiry or that resulting from the tacit renewal. The notice period will be three (3) months and will begin on the first day of the month following the month in which the notice is delivered to the other party. If the communication from the Customer does not reach the Supplier within the aforementioned deadline, the withdrawal will be considered completely ineffective and the contract will be renewed for a further 12 months from the natural expiry.



13 Processing of personal data

13.1 The Supplier undertakes to process the personal data of users of the Product in accordance with the General Data Protection Regulation (GDPR) and the relevant legal regulations of the Italian Republic and guarantees the highest possible standard of security of the personal data of the interested parties.

13.2 In terms of the provision of the Product, the Supplier declares that in relation to the use of the accessible user interfaces the Supplier does not collect any personal data from data subjects unless such data is voluntarily provided to the Supplier by the data subject using the Product.

13.3 As part of the common use of the website https://euroetica.it not in relation to the provision of the Product, the Supplier collects the personal data of interested parties exclusively for marketing purposes in accordance with the Privacy Policy document of the Product, which constitutes an integral part of these General Conditions and which regulates in detail the rules according to which the Supplier processes the personal data of interested parties.

13.4 An integral part of these General Conditions is the Data Processing Addendum (Personal Data Processing Agreement), which further regulates the rights and obligations of the Supplier as data controller and of the Customer as data controller arising by the General Data Protection Regulation (GDPR) and the relevant legal regulations of the Italian Republic and the European Union on the processing of personal data by the Supplier for the Customer during the supply of the Product.

13.5 The Supplier protects data and remote access using 256-bit Advanced Encryption Standard (AES) encryption and uses other means of data protection on the network to limit as much as possible the possibility of unauthorized intrusions into the network and improper use of Customer data.

14 Protection of Supplier rights, liability

14.1 The Supplier is the owner of all rights, in particular copyright under copyright law, in the Product and all its components, with the exception of the content of the Reports made available via the Supplier's website and/or the application to the Customer or on their behalf, as a work protected by copyright, in particular the graphics, multimedia contents, the source code of the software applications that are part of the Product, as well as the concept and general idea of ​​the Product and all the components of its development. The use of any part of the Product (in particular the graphic design, multimedia content, source code, etc.) is possible only with the express permission of the Supplier.

14.2 In case of unauthorized use of any part of the Product without the consent of the Supplier, the Supplier is authorized to use all means to protect its rights and legitimate interests in accordance with the Italian law on copyright and related rights also in terms of compensation for damages. In case of unauthorized use of the Supplier's idea, the platform and/or the software implemented through the Product or other unauthorized actions against the interests of the Supplier, the Supplier is entitled to resort in particular to all legal remedies provided by the Italian law, including the obligation for the violator to refrain from unfair competitive behavior or eliminate the defective condition and, where applicable, demand adequate compensation, indemnity and recovery of sums paid but not due.

14.3 The Supplier is not responsible beyond the scope specified in these General Conditions for the functionality of the Product, nor for the currency, accuracy and factual correctness of the information published on the Supplier's website and/or application. The Provider reserves the right to partially or completely limit the functionality of the Product to any extent or to change the content of the information published on the Provider's website and/or application at any time without further notice. The Supplier will not be liable to the Customer for any damage that may be caused to him. Any cessation of supply of the Product will not affect the Supplier's claims to payment of the compensation to which he was previously entitled pursuant to these General Conditions and the related annexes.

14.5 The Supplier is not responsible for the content of any part of the Product created for the Customer, i.e. in particular, but not limited to, the content of the Customer Profiles and the content of the Reports, nor for the truthfulness, timeliness and accuracy of the data published.

14.6 By accepting these General Conditions, the Customer acknowledges that the Reporter is allowed to use the internal automatic/automatic translation technology in relation to the sending of the Report through the software solution integrated into the Product (hereinafter the “Automatic Translation”). The provider holds all rights, in particular ownership rights under copyright law, to the machine translation technology and does not make any use of it to third parties. By its nature, the Supplier is not and cannot be held responsible for the accuracy of the translation of the content of the Report via Machine Translation, nor for any damages resulting from the use of Machine Translation.

14.7 The Provider has the right to verify at any time the compliance of the use of the Product with these GTC and to request from the Customer an immediate correction, in particular in the form of modification or deletion of information contrary to these GTC.


15 Contact details

15.1 Unless otherwise agreed, all communications relating to the supply of the Product and these General Conditions must be made to the Supplier via the contacts listed above.


16 Final provisions

16.1 During the supply of the Product, circumstances may arise that create a reasonable need for subsequent modifications to these General Conditions. For this purpose, the provider is authorized to modify the GTC to the extent necessary. The Supplier is required to immediately inform the Customer of the change to the General Conditions via the Customer Interface of the Product and/or by sending an email to the address provided by the Customer. The Customer has the right to refuse any change to the General Conditions, of which the Customer is obliged to notify the Supplier in the Customer Interface and/or by email, no later than five (5) days from the moment of notification of the change to the General Conditions. The General Conditions have been delivered to the Customer.

16.2 In case of refusal of a change to the General Conditions, the Customer is obliged to cease using the Product with immediate effect. In such case, the Provider will cancel the Customer's registration on the Provider's website and/or application. This provision does not affect in any way the rights and obligations that arose before the date of entry into force of the modification of the General Conditions; in particular, the Customer is not entitled to a refund or waiver of the Product Fee following cessation of use of the Product.

16.3 The rights and obligations of the Supplier and the Customer regarding the Product and/or deriving from the use of the Product not regulated by these General Conditions are governed by Italian law, in particular by the Civil Code. In the event of a conflict between these General Conditions and an individual agreement concluded between the Supplier and the Customer, the provisions of the individual agreement will prevail.

17. Applicable law and exclusive jurisdiction

Any disputes that arise in relation to the use of the Product, the conclusion of the Contract and these General Conditions will be resolved exclusively according to Italian law.
To this end, the Parties declare to elect the Court of Milan as the exclusive court, all others excluded.

The Parties acknowledge that they have negotiated all the terms of the Contract in good faith, that they have discussed each individual clause and have fully understood their meaning. Therefore, in consideration of the foregoing, the Parties mutually acknowledge the fact that the articles will not apply. 1341 and 1342 of the Civil Code.