General terms and Conditions
1. Scope, Definitions and Construction
1.1 This Agreement sets out the terms and conditions in accordance to which the Supplier provides the Services in connection with, and the Business Clients make use of, the Conference Tool.
The Annex and the Schedules form an integral and substantial part of this Agreement. In the event of any inconsistencies between the provisions set out in the General Terms and Conditions (including the Annex thereto) (on one side) and those contained in the Schedules (on the other), the General Terms and Conditions shall prevail.
1.2 Capitalised terms used in this Agreement shall have the meaning set out in the Annex (Definitions) to this Agreement.
2. Execution of the Agreement
2.1 The Business Client acknowledges and accepts that the Supplier is entitled, at its sole and absolute discretion and without being obliged to give reasons, to decline any request for activation from the Business Client, including - without limitation - in the following cases:
failure to provide the information in response to any subsequent requests for information by the Supplier or provision of information which is false or inaccurate or reasonably believed to be false or inaccurate;
the Business Client is not eligible to be treated as a Business Client;
the Business Client has not obtained the third party’s consent to activate a third party’s account, as indicated in articles 4.7 and 4.8.
the Business Client (or the third party indicated by the Business Client) is not invited to participate in any Event proposed or organised by the Provider;
the Business Client (or the third party indicated by the Business Client) is in breach of any obligations under any other agreement entered into with the Supplier;
technical problems which prevent the activation of the Services.
The Business Client acknowledges and agrees that it shall not have any rights or claims in connection with any rejection of the present activation process.
3. Eligibility Criteria – Services Provided – Territorial Scope
3.1 Access to Conference Tool is restricted to Business Client invited to an Event with valid credentials received by the Provider as indicated in article 4.1.
3.2 The Conference Tool supports the Business Client in the management of agendas during Events proposed and/or organised by the Supplier.
3.3 The Supplier reserves the right to supplement or change from time to time the Services and/or the technical, functional, administrative and operational performance of the Services where it deems this appropriate or necessary, giving notice to the Business Client thereof. Any additional or amended Services provided by the Supplier to the Business Client will be governed by this Agreement.
3.4 The Services and the Information provided in the context of the Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Supplier to any registration requirements within such jurisdiction or country. The Supplier reserves the right to limit, in whole or in part, the availability of the Services, contents, programs and products to any person, geographic area, or jurisdiction, at any time and at the Supplier’s sole discretion.
4. Activation of the Services – Access the Conference Tool- Data
The Business Client acknowledges that it is solely responsible for keeping the password confidential. The Business Client must adopt any necessary measures in order to prevent unauthorized use, keep the password confidential and ensure that the password will not be shared with any third party. The Business Client shall promptly notify the Supplier in writing of any unauthorized use of the ID and/or password and of any other events, including by way of example the theft or loss of the above data, which may lead to any unauthorised access to the Conference Tool.
Individuals who access the Conference Tool on behalf of Business Clients shall, at all times, ensure that the account is operated in compliance with any instructions received by the Business Clients and under the Business Clients’ supervision and responsibility.
4.2 The Supplier reserves the right to withdraw or amend the content on and/or access to the Conference Tool, at any time, without a notice. Furthermore, the Supplier may restrict to the Business Client access to some or all parts of the Conference Tool.
4.3 The Provider reserves the right to disable the user account at any time if, in Provider’s reasonable opinion, Business Client fail to comply with any provisions of the Agreement or if the Supplier considers that there may be a security risk.
4.4 Any Data, content uploaded or otherwise stored on Conference Tool by Business Clients shall be the exclusive property of the relevant Business Clients who shall ensure that any individuals accessing Conference Tool on their behalf comply with any restrictions on the use and dissemination of such Data. The Supplier shall have no responsibility or liability in connection with any breaches by the aforesaid individuals of any limits and restrictions arising under applicable law or regulation or which the Business Clients may notify to them.
4.5 The Business Client declares that the Identification Data, required for the activation of the Services, are true and accurate. The Business Client shall promptly – and in any event no later 7 (seven) days from the occurrence thereof - notify the Supplier of any changes to the Identification Data.
4.6 The Business Client represents and warrants that the Profile Data is not and will not at any time be in breach of third party rights, including intellectual property rights connected to the Profile Data.
4.7 Business Clients may request that the Supplier activates an account to provide the Services to a third party. Prior to doing so, the Business Client must obtain the third party’s consent, and in making such request confirms to the Supplier that consent has been obtained also with regard to the conferment of third party’s Data.
4.8 In compliance with article 4.8 above, the Supplier shall (i) contact the third party directly, and access to the Conference Tool and the Services shall not be provided until the third party has become party to the Agreement or (ii) create a third party’s account that will be managed by the Business Client on the behalf of the third party. The Supplier makes no guarantee that any invited third party will be accredited to Conference Tool and will be able to access the Services.
5. Obligations of the Business Client
5.1 The Business Client acknowledges that the Services provided through the Conference Tool are IT services dedicated to Business Clients only and that they are aimed at allowing interaction between them through Conference Tool functionalities, in strict compliance with any applicable laws or regulations. The Business Client undertakes to use the Services and Conference Tool in good faith and for lawful purposes only and in accordance with the provisions of any applicable laws and regulations, including without limitation data protection and privacy laws and laws relating to unsolicited commercial electronic messages.
5.2 Without prejudice to the generality of the foregoing, the Business Client shall:
a) use the Services and the Conference Tool in compliance with the intellectual property rights of the Supplier or any third party and upload on Conference Tool only information or any other Data under its legal control and in compliance with any contractual or legal provision or any decisions issued by a public authority, administrative or judicial;
b) act in strict compliance with any laws and regulations aimed at preserving market integrity and, accordingly, not to upload on Conference Tool any Data or information which: (i) cannot be made public under applicable law or regulation or stock exchange listing and disclosure rules; (ii) is inside information (or its equivalent howsoever described under any applicable law or regulation); (iii) creates, or may create, a false or misleading impression in relation to any company or financial instrument; or (iv) is otherwise in breach of any applicable law or regulation relating to insider dealing or market abuse;
c) keep the safety of the user account access codes and not to transfer such data to any unauthorized persons, being liable for the safety of such data vis-à-vis the Supplier and third parties;
d) not to cause, either directly or indirectly, any breach of Supplier’s IT systems including any privacy breach, third party data integrity breach, and shall not use any type of spider, virus, worm, spam which could damage in any way the Conference Tool or other IT systems;
e) not to impact or attempt to impact the availability, in full or in part, of the Services and of the Conference Tool by other Business Clients;
f) process and cause its own employees to process any data and information relating to the Services in a safe and confidential manner;
g) when data and communications are directed to, or in any case accessible by, Business Clients, ensure that the use of the Services, including the uploading of Data, is in compliance with any laws and regulations applicable from time to time in the country where these Business Clients are based and, in any case, with the Italian law.
5.3 In any case in which the Supplier concludes - or has reasons to suspect- in good faith that the Business Client is in breach of its obligations hereunder, the Supplier will be entitled to adopt any necessary measures to avoid any further breach or damages, including immediate suspension or interruption in the provision of the Services without being obliged to give reasons thereof. Without prejudice to condition 6.2, the Supplier shall also be entitled to remove Data, or documentation containing Data, which are, or are reasonably believed to be, in breach of any provisions of laws or regulations or third party rights, also following a warning received from third parties or Business Clients. The Supplier shall also be entitled to terminate this Agreement with immediate effect, without prejudice to its ability to be indemnified for any damages deriving from any failure to comply with this Agreement. The Business Client will not be entitled to any type of indemnification with respect to any suspension or interruption decision and/or measure adopted by the Supplier. The Business Client undertakes to indemnify and keep indemnified and hold harmless the Supplier for any liability, damages, claims, costs, loss, expenses, charges, or prejudice suffered or incurred by the Supplier, arising from, or in connection with, a breach of the Agreement by the Business Client. The Supplier shall have no obligation to monitor, or verify the accuracy and veracity of, the contents of the Data uploaded on, or the activities carried out through, Conference Tool. The Supplier does not have editorial control over the contents of the Data uploaded by the participants on the Conference Tool.
6. Exclusion of warranties and limitation of liabilities
6.1 The activation and use of the Services and of the Conference Tool shall be under the exclusive control and responsibility of the Business Client. The Business Client acknowledges and agrees that upon its registration it shall be responsible for the use and the maintenance of its user account, including any liability related to the maintenance of the Data Profile towards the Supplier and any third parties, and shall indemnify and keep indemnified and hold harmless the Supplier against any liability, damages, claims, costs, loss, expenses or charges arising out of or relating to any third party’s claims or actions. The Business Client is solely responsible for any interaction with other users of the Conference Tool, whether online or offline. Business Clients shall ensure that any individuals accessing the Conference Tool on their behalf comply with the provision of this Agreement (including by safeguarding the Business Clients’ rights on the Data).
6.2 The Business Client acknowledges and agrees that the Supplier shall not be responsible in any manner whatsoever for the information, Data, content inserted, processed or used in any way by the Business Client through the Services and the Conference Tool. Furthermore, the Business Client shall indemnify and keep indemnified and hold harmless the Supplier against any liability, damages, claims, costs, loss, expenses or charges arising out of or relating to any third party claims (including, without limitation, any claims of IP infringement) against Supplier or its Group (London Stock Exchange Group Plc) arising from use of or access to the Services and to the Conference Tool, or for any content or Data submitted to the Services by Business Client. The Business Client acknowledges and agrees that the Supplier shall have no responsibility for the conduct of other Business Clients through the Conference Tool or otherwise. The Business Client is solely responsible for compliance with the applicable laws and regulations in conducting any activity on, through or in conjunction with the Conference Tool.
6.3 The Supplier gives no warranties and shall have no responsibility with respect to the suitability of the Services with respect to their proposed use by the Business Client, and the Business Client agrees that the Conference Tool and the Services are provided on an “as is” and “as available” basis. Business Client acknowledges and agrees that in entering into the Agreement, it did not rely on any representations of any kind, other than as set out in this Agreement, and the Supplier shall have no liability in any circumstances other than in accordance with express terms of this Agreement.
6.4 The Supplier shall use its reasonable endeavours to ensure the proper performance of the Conference Tool and of the Services, provided that it shall not be responsible in any manner whatsoever towards the Business Client or third parties for the suspension, interruption, malfunctioning or delay caused by events outside its reasonable control including but not limited to:
a) accidental events and force majeure;
b) catastrophic events, wars, terrorist attacks, flood, fire;
c) national or local strikes;
d) electric energy service interruption, interruption and/or malfunctioning of electronic data transfer due to third party;
e) constraints and prohibition orders provided by the law or a judicial/administrative decision.
6.5 Subject to all limitations contained in this Agreement, in particular clauses 6.1 – 6.4 above and 7.3 below, to the maximum extent permitted by law, the Supplier shall not be liable to the Business Client for any loss, (whether direct, indirect or consequential) including, without limitation, loss of or corruption to data, reputation, profits, revenues, business opportunities or otherwise, related to the Business Client’s use of, or inability to use, the Conference Tool or the Services. If, notwithstanding the aforementioned, the Supplier is determined by a court of competent jurisdiction to be liable to the Business Client, such liability shall be limited and not exceed in aggregate to € 500,00 (fivehundred/00).
6.6 These limitations of liability are an essential part of the Agreement between the Business Client and the Provider. The parties expressly acknowledge and agree the reasonableness of these limitation of liability provisions.
7. Suspension and interruption of the Services
7.1 The Business Client acknowledges and agrees that:
a) the actual speed of the net connection depends on, inter alia, the net congestion layer, as well as the Business Client’s IT infrastructure quality, so that the Supplier does not guarantee the actual access to the Services and to the Conference Tool;
b) the Services may be suspended and/or interrupted, due to IT technical infrastructure or software malfunctioning and that this could jeopardize the integrity of the data stored.
7.2 The Supplier shall be entitled to suspend and/or interrupt the delivery of the Services and the access to the Conference Tool, without prior notice:
a) in cases of breach by the Business Client of this Agreement;
b) in the event of any breakdown or malfunctioning of the Supplier’s and/or the Supplier’s suppliers’ IT infrastructure or software;
c) in the event of breakdown and/or malfunctioning which could cause damage to the net system or to any persons;
d) for safety or confidentiality reasons;
e) in the event of breakdown or malfunctioning of the Services infrastructure depending on accidental events or force majeure, as well as in the event of urgent amendments or maintenance.
f) in cases of systematic and/or massive download of the platform’s contents or data.
7.3 The Business Client acknowledges and agrees that in any events of Services’ delivery suspension or interruption, the Supplier shall not be responsible towards the Business Client, nor towards its successors or third parties, for any failures in the provision of the Services. The Supplier does not guarantee the continuity of the Services or the integrity of the data recorded through the Conference Tool or internet.
8. No Fees
8.1 The Services and the Conference Tool provided by the Supplier in favour of the Business Client are on a free basis.
9.1 The Business Client will be granted a limited, non exclusive, non sub-licensable, non assignable, licence to any rights of use of any software necessary to receive the benefit of the Services owned or licenced by the Supplier, for the term of the validity of this Agreement and in accordance with any terms and conditions. With reference to third party software, the Supplier shall procure any required license, if any, and the Business Client will be granted with such a license, being understood that the relevant use shall be consented exclusively in compliance with the applicable terms and conditions provided by the third party owner.
9.2 Upon termination of this Agreement, the Business Client shall immediately cease to use any software and any other products provided by the Supplier in accordance with this Agreement.
10. Intellectual Property Rights
10.1 The Conference Tool and any other products provided through the Services (such as, by way of example, the software) encompass information and intellectual property owned by the Supplier or its third party providers, so that such data and intellectual property shall be deemed confidential and protected under the applicable intellectual property law.
10.2 Any content on the Conference Tool that is under the exclusive control and management of the Supplier, including texts, graphics, logos, music files, pictures, software, downloads are owned by the Supplier, its licensors or its affiliates and are protected under the applicable national law, the European Community and International Copyright Laws, therefore such data shall not be reproduced, copied, modified or used in any way without the express written consent of the Supplier.
10.3 The Borsa Italiana trademarks and logos are commercial brands registered by the Supplier, or by the companies of the London Stock Exchange Group of which the Supplier is part. Therefore they cannot be used without the express written consent of the owner in relation to other products or services which are not owned by the Supplier, to the purpose or effect of causing confusion between the users or causing offense or damage to the Supplier in any way. Any other trademark which is not owned by the Supplier, displayed on the Conference Tool website, belongs to its relevant owner, therefore it cannot be used, reproduced, copied, modified without the express authorization of its owner; to this purpose, the Business Client acknowledges and agrees to keep harmless and indemnified the Supplier from any claim, action, exception of any third party arising from the unauthorized use of such trademarks, in breach of the above provisions.
10. 4 Notwithstanding anything to the contrary in this Agreement, the Business Client grants the Supplier a non-exclusive, worldwide, transferable and sub-licensable licence to use, publish, process, modify and reproduce any Data on the Conference Tool.
11.1 Without prejudice to any rights to suspend provision of the Services under this Agreement, the Provider will be entitled to exercise its right to terminate this Agreement pursuant to Article 1456 of the Italian Civil Code, subject to the right to claim compensation for the damages suffered, if any, should the Business Client:
a) breach any of the main provisions of the Agreement;
b) use the Services for purposes other than the permitted use;
c) be subject to any insolvency or bankruptcy procedure;
d) in case of Business Client’s authorisation to the Conference Tool or Service is terminated and/or revoked;
e) in case of the Company’s business relationship with the Supplier is terminated for any reason;
f) be subject to any kind of civil, criminal administrative, judicial measure, immediately effective, which could prejudice in any way the Business Client and potentially damaging the Business Clients’ economic or financial status or its reputational, commercial and/or professional status;
and the Business Client agrees that it shall notify the Supplier immediately if any of (b) to (f) occurs.
11.2 Upon the occurrence of any of the foregoing events, the Supplier will be entitled to terminate the Agreement by sending a notice by registered letter [or by PEC] to the registered office of the Business Client.
12. Right of Withdrawal
12.1 The Business Client will be entitled to withdraw from this Agreement at any moment by sending a request to the Supplier, as described at the art. 17 (Complaints and Notice), to close its user account, and shall immediately thereafter cease to use of any software and/or other products provided by the Supplier in connection with the Services and the Conference Tool.
13. Privacy and Data Protection
13.2 The Supplier and its employees, or third parties duly authorized by the Supplier, may have access to the Data provided by the Business Client only for the purposes of carrying out maintenance activities on the Conference Tool and its business. The Supplier undertakes that any Data accessed in the performance of these activities shall be kept confidential and processed in compliance with the applicable principles and the rules on the processing of personal data set forth in the Legislative Decree of 30 June 2003 n. 196 (Code for the protection of personal data, the "Code") as replaced and/or integrated with effect from 25 May 2018, by the EU General Data Protection Regulation No. 679/2016 ("GDPR").
14. Assignment of the Agreement - Confidentiality
14.1 The Business Client shall not be entitled to assign, in whole or in part, this Agreement or any rights and obligations arising hereunder to third parties. The Business Client hereby consents, to any assignment - in whole or in part - of this Agreement or of any rights and obligations arising hereunder by the Supplier to any member of its Group or to a third party.
14.2 Each Party hereby undertakes not to disclose any Confidential Information to any third parties. For the purposes of the Agreement “Confidential Information” means any information of any nature that is available through the Conference Tool (even if not explicitly classified as being “confidential”).
14.3 The term “Confidential Information” shall not include any information that is in the public domain or information that may fall in the public domain for reasons other than a Party’s failure to perform its obligations under the Agreement.
14.4 Should it be necessary to disclose Confidential Information to third parties to comply with mandatory provisions of law or mandatory regulations or with orders issued by judicial or regulatory authorities, the disclosing party undertakes to disclose the Confidential Information solely to the extent necessary, subject to the prior timely notice to us and the person to whom the Confidential Information belongs (as appropriate) to such effect by email and by registered letter with return receipt requested.
14.5 The Provider may use Confidential Information provided by the User to provide the Services and the Conference Tool, if needed.
15.1 Without prejudice to the Business Client’s withdrawal rights, the Supplier is entitled to amend, at any time, the Agreement by giving at least 30 days’ prior written notice thereof to the Business Client from the date in which such amendments are expected to enter into force.
15.2 Upon consultation, the Business Client must always refer, as the current version, to the text of the General Terms and Conditions published. The amendments will become effective when they are published on the Conference Tool. The continuation of the use of the Conference Tool by the Business Client, following an amendment, will be considered as acceptance of such amendment. All Business Client can check at any time by connecting to the Conference Tool the latest version of the General Terms and Conditions.
16. Linking To The Site And Scraping – Links From The Site
16.1 The Business Client may not create a link to the Conference Tool from another website without Provider's prior written permission.
16.2 The Business Client may not scrape content from the Conference Tool and repost such content, either manually or automatically, without Provider's prior written consent.
16.3 The Conference Tool must not be framed on any other website without Provider's prior written permission.
16.4 The Provider reserves the right to withdraw linking, scraping and framing permission without notice and reserves the right to require the business Client to remove any link to, scraping from or framing of the Conference Tool at any time and without giving to the User a prior notice.
16.5 Where this Conference Tool links to other websites and resources provided by third parties, these links are provided for Business Client information only. The Provider has no control over the contents of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from Business Client use of them.
17. Complaints and Notice
17.1 The Business Client accepts that all notices, complaints, communications, and withdrawal requests made in accordance with the present Agreement will be made by electronic mail to the address email@example.com if to the Supplier, and to the address indicated in the Conference Tool if to the Business Client. All written communications will be deemed received and properly served 48 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17.2 In the event that you are not satisfied, you may also have a right of complaint direct to the Provider Digital Team, Piazza degli Affari 6, 20123 Milano,
18. Governing law and jurisdiction
18.1 This Agreement shall be governed by and construed in all respects in accordance with Italian law and the parties hereby submit irrevocably to the exclusive jurisdiction of the Milan court (Italy) to resolve any dispute between them.
18.2 Any non-contractual disputes or claims arising between the Parties in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Milan court (Italy).
19. Final provisions
19.1 Any failure or delay by the Supplier in enforcing an obligation, or exercising a right or remedy hereunder, does not amount to a waiver of that obligation, right or remedy, or to waiving any right to claim compensation.
19.2 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
19.3 Provisions of this Agreement which either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such expiry or termination.
APPROVED AND ACCEPTED
Pursuant to arts. 1341 and 1342 of the Italian Civil Code, the User states that it acknowledges and specifically approves the provisions of the Agreement and in particular of articles: art. 2 – Execution of the Agreement; art. 4 – Activation of the Services – Access the Conference Tool – Data; art. 5 – Obligations of the Business Client; art. 6 – Exclusion of Warranties and Limitation of Liabilities; art. 7- Suspension and Interruption of the Services; art. 10 – Intellectual Property Rights; art. 14 – Assignment of the Agreement - Confidentiality; art. 15 – Amendments; art. 18 – Governing Law and Jurisdiction.
APPROVED AND ACCEPTED
These General Terms and Conditions were last updated on 28th Ja
Annex – Definitions
In this Agreement, unless the context otherwise requires, capitalised terms shall have the following meanings. Terms defined in the singular have the same meaning in the plural, and vice versa.
“Agreement” means collectively these General Terms and Conditions, and any other connected or related document;
“Business Client”: means legal persons who are business or financial entity invited by the Provider to an Event and (ii) employees, individuals acting on their behalf;
“Conference Tool” means a Web-based event management tool developed to support the agenda of conferences, conventions, congresses and events.
“Data” means any information, text, image, as well as any other data, included Identification Data and Profile Data, transmitted by the Business Client through the Conference Tool;
“Event” means conferences, conventions, congresses and events proposed and/or organised by the Supplier to the Business Client.
“General Terms and Conditions” means these general terms and conditions;
“Identification Data” means the Business Client’s identification data, including any personal data, provided by the latter at the Agreement’s execution date and during the Services activation procedure or during the Agreement;
“Parties” means collectively the Business Client and the Supplier;
“Profile Data” means any kind of information, including, without limitation, news, data, or images, published by the Business Client through the Conference Tool and visible to any user, either registered;
“Services” means all the services provided by the Supplier through the Conference Tool, upon and within the limit of the Agreement;
“Supplier”: means Borsa Italiana S.p.A., a company incorporated under the laws of Italy and subject to the direction and coordination of London Stock Exchange Group Holdings Italia S.p.A., having its registered office at Piazza degli Affari no. 6, Milan – Italy, Tax Code 12066470159 and Group VAT no. IT10977060960.