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Contract terms and conditions

Contents​

  • Recitals
  • Art. 1) - Validity of the recitals - the Organization
  • Art. 2) - Organization's account - accurate and truthful completion of the profile
  • Art. 3) - Payment and activation of desktale services
  • Art. 4) – Desktale services
  • Art. 5) - Creation by the Organization of email, api or widget channels - operation
  • Art. 6) - Mode of use of Desktale Services - confidentiality and escurity of codes and passwords - responsabilities of the Organization
  • Art. 7) - Upgrades and maintenance - third party systems
  • Art. 8) - Fattura24 activities - disclaimer
  • Art. 9) – Trademarks and reserved rights of Fattura24
  • Art. 10) - Suspension from Desktale services - termination of contract
  • Art. 11) - Withdrawal - assignment
  • Art. 12) - Cancellation of account - termination of contractual relationship - detection of data
  • Art. 13) - Applicable law and jurisdiction - references
  • Art. 14) - Final provisions
  • Art. 15) - Express approval of clauses

RECITALS​

Please read carefully these Contract Terms and Conditions before accessing Desktale’s services and software (hereinafter also referred to as "Desktale Services").

A) Whereas Desktale is a product of Fattura24 S.r.l., VAT no. 11359591002, based in Rome, Via Benedetto Croce 19 (00142 - Italy).

B) Whereas this deed constitutes the Contract Terms and Conditions governing the relationship between Fattura24, as owner of Desktale and its software and services, and the natural or legal person using such software and services, identified in accordance with article 1 hereinbelow (hereinafter also referred to as the "ORGANIZATION").

C) Whereas this contract between Fattura24 and the ORGANIZATION is entered into and binding upon the ORGANIZATION as of the time of registration with Desktale in accordance with the procedures set forth herein, and is valid and effective upon the ORGANIZATION's commencement of its use of the services and software of Desktale. Therefore, registration with Desktale signifies and proves to all intents and purposes that the ORGANIZATION has read and accepted all terms, conditions and notices set forth herein, in the email communication confirming the registration, and in the Desktale website and applications.

D) Whereas registration with Desktale and in any event commencement of the use of Desktale's services and software also certifies that the ORGANIZATION:

  • has given its consent to the processing of personal data;
  • has accepted the appropriate "Privacy Policy", which it shall have viewed and considered at the time of registration with Desktale (see https://www.desktale.com/legal/privacy-policy) and which shall also be considered a data processing agreement and form, to all intents and purposes, an integral part hereof;
  • as Data Controller of personal data of third parties (its users, its customers or suppliers, its mere stakeholders, etc.) that it has entered and/or gathered in the appropriate spaces in Desktale, has appointed Fattura24 as Data Processor for such third parties’ data in accordance with the European Union Data Protection Regulation 2016/679 (GDPR), for the activities and with the limitations set out in the aforementioned Privacy Policy of Desktale.

Now, therefore, Fattura 24 S.r.l. (hereinafter also "Fattura24"), with registered office in Italy (Rome), VAT number and tax code 11359591002, and the ORGANIZATION agree and stipulate the following.

ART. 1) VALIDITY OF THE RECITALS - THE ORGANIZATION​

The recitals form an integral part hereof.

The ORGANIZATION is the entity (natural person or legal entity or collective body) for which the registration with Desktale is made and for which the account in Desktale is consequently activated; the data of the ORGANIZATION are indicated in the configuration section "My ORGANIZATION" of the account.

ART. 2) ORGANIZATION'S ACCOUNT - ACCURATE AND TRUTHFUL COMPLETION OF THE PROFILE​

Immediately after registering with Desktale, the ORGANIZATION shall fill in the fields contained in the profile form "My ORGANIZATION" of its account with Desktale and also in the profile form of its Super Administrator.

The ORGANIZATION, in performing this filling in activity, shall provide complete and truthful data, so as to allow its exact identification, that of its Super Administrator and also that of any secondary users that may have been created.

The ORGANIZATION, if it is a natural person, shall indicate, in the configuration form of its Super Administrator, its own personal data; if it is a legal person or a collective body, it shall indicate, in the configuration form of its Super Administrator, the data of its legal representative.

The ORGANIZATION is required to promptly update all such data in the event of their subsequent modification as well as to maintain and periodically check the indicated contact addresses, including e-mail addresses, so as to be able to keep up with any notices sent by Fattura24 regarding the Desktale Services.

In any case, Fattura24 reserves the right to verify the accuracy and truthfulness of the personal data provided by the ORGANIZATION and to request, if necessary, also data and/or documents and/or supplementary documents for the ORGANIZATION'S correct identification, which the ORGANIZATION hereby undertakes to transmit to Fattura24.

ART. 3) PAYMENT AND ACTIVATION OF DESKTALE SERVICES​

Registration is only the first step for the ORGANIZATION to be able to use Desktale Services.

To use Desktale Services, the ORGANIZATION needs to utilise the credit recharge system in its Desktale account and:

  • pay to Fattura24 the price indicated by Fattura24;
  • make the relevant payment in the manner indicated by Fattura24.

Only after the payment shall the ORGANIZATION be entitled to use such Desktale Services (or features included therein) as Fattura24 chooses to let it use in relation to the payment made and only for the time period determined by Fattura24.

The ORGANIZATION may exercise the aforementioned right of use solely in accordance with the terms, conditions and functional limitations set forth in these Contract Terms and Conditions, on the Desktale website and within the applications themselves.

Generally speaking, the amount of usable credits available to the ORGANIZATION decreases every day by a credit, in an amount (in Euros) determined by Fattura24 which is proportional to the number of channels (internal, email, api or widgets) and secondary users created by the ORGANIZATION (to that end, the super administrator is considered a user).

If the amount of usable credits is equal to zero or is insufficient, the ORGANIZATION shall not be able to use the Desktale Services (or the single function of such Services for which the remaining usable credits are insufficient); in particular, if the amount of usable credits is equal to zero or is insufficient, the ORGANIZATION cannot receive and read in Desktale the email messages from the email boxes that it may have configured as email channels, or the requests or tickets forwarded through the api or widget channels that may have been activated.

In any case, Fattura24 may allow the ORGANIZATION to use the Desktale Services on the basis of a fee payment system that is also different and alternative to the credit recharge system (e.g. an annual subscription system); in such case, permission can only be granted by express written notice from Fattura24.

Moreover, Fattura24 may provide that some specific features of Desktale be used by the ORGANIZATION only upon the separate payment of a specific fee that is in addition to the fee paid through the credit recharge system or the possible alternative system referred to in the previous paragraph.

ART. 4) DESKTALE SERVICES​

The Desktale Services are provided by Fattura24 as S.a.a.S. ("software as a service"), and can therefore be used "in cloud" (via web application or, where agreed and permitted by Fattura24, also via downloadable application on mobile devices). They operate through the receipt/transmission of data packets (even large ones) via web between the ORGANIZATION and Fattura24 during work sessions; for these reasons, the ORGANIZATION and its users, in order to use the Desktale Services, must equip themselves with an internet connection that is not only reliable, secure and protected (especially from external intruders), but also sufficiently fast and powerful, including in terms of data transmission/reception capacity.

Fattura24, following payment by the ORGANIZATION of the fees referred to in article 3 hereinabove, undertakes to render to the ORGANIZATION solely such Desktale Services as Fattura24 has specifically undertaken to render to the ORGANIZATION. Apart from these, Fattura24 is not required to render to the ORGANIZATION any other service and, in particular, is not required to render the services that are expressly excluded in this and in the following articles.

The Desktale Services consist of pre-established software functions and tools; Fattura24 is therefore not obliged to release customised Desktale Services to the specific ORGANIZATION.

The Desktale Services also consist of pre-established functions and software tools that provide the ORGANIZATION with a purely technological and "blank" support, therefore including fields, data, schemes, archives, inputs and sending commands that only the ORGANIZATION has the task and the responsibility to control, fill in, enter, organise, manage and operate.

Therefore, Fattura24 Srl, apart from the maintenance and assistance regarding the correct mechanical functioning of the above-mentioned pre-established software instruments, is not obliged to provide and shall not provide the ORGANIZATION with any kind of consultancy and/or assistance, least of all on IT, privacy or legal matters.

Also for these reasons, the ORGANIZATION is solely responsible for checking, updating and entering, in the most secure and appropriate ways, the indications, addresses and all other data necessary to use and operate the Desktale Services.

The ORGANIZATION may use the Desktale Services to internally manage the evolutionary roadmaps of its own business or professional projects or to centrally manage communications coming from customers or suppliers of the ORGANIZATION or from people interested in its services or products.

Fattura24 and Desktale are not an email provider and the Desktale Services are not email provider services.

The Desktale Services are not a chat room and therefore may not be used for chatting, blogging or non-professional personal communication purposes.

The Desktale Services do not include the legal storage of electronic documents. Therefore, whether for tax purposes, for civil law purposes or for the purposes of providing full evidence in court, the ORGANIZATION shall ensure, at its own expense, the legal storage and archiving, where necessary, of documents that may be attached to messages or of tickets sent or received in Desktale and of the messages or tickets themselves (taking advantage of the data or document export and/or printing functions offered by Desktale for this purpose, depending on the type of subscription).

The ORGANIZATION acknowledges and accepts that Fattura24 can attest to the operations carried out by the ORGANIZATION also through any logs of such operations.

In order to render the Desktale Services, Fattura24 may freely resort to the assistance and/or services of third parties and operators (see also in this respect what is indicated in the Privacy Policy of Desktale).

Fattura24 keeps the ORGANIZATION's data flowing into Desktale in multi-client datastores and not, therefore, in individual datastores for each ORGANIZATION; however, Fattura24 adopts the necessary technologies and precautions to ensure that no ORGANIZATION has access to other ORGANIZATIONs' data.

Prior to using the Desktale Services, if the ORGANIZATION does not find - in this document, in Desktale's Privacy Policy or in the documentation available on Desktale's website - the information it needs to understand whether it can use said services (for example, information on how the data are stored and processed), the ORGANIZATION shall request such additional information directly to Fattura24, by opening a ticket from within the Desktale account or by sending an email to support@desktale.com.

5) CREATION BY THE ORGANIZATION OF EMAIL-, API- OR WIDGET-TYPE CHANNELS - OPERATION​

5.1 EMAIL-TYPE CHANNEL​

If it wants to create an external email channel within Desktale, the ORGANIZATION shall indicate and configure, in the appropriate configuration module of the channel, an email address in its name (and owned by it) that it can freely and technically use as an address for the operation of the Desktale Services and, therefore, for:

  • reading and/or downloading of email messages from the email provider of the ORGANIZATION;
  • sending email messages from within the ORGANIZATION's Desktale interface.

5.1.1 RECEIPT OF E-MAIL MESSAGES (INPUT PHASE)​

If the ORGANIZATION configur3ed correctly the external email channel (indication of the chosen mailbox, host, port, method of access to the mailbox, email provider, etc.), and if it has sufficient credits and is current with its payments, Fattura24 will access daily to the mailbox indicated by the ORGANIZATION to read the incoming email messages and to make them available in the account of the ORGANIZATION in Desktale (if this is active and not suspended); Fattura24 will access a limited number of times per day, with such number determined at its own discretion, with a frequency of no less than 5/10 minutes.

With regard to the methods of access to the email inbox of the ORGANIZATION, and of reading and downloading the related incoming email messages, the ORGANIZATION may choose between the POP (or POPS) method/service and the IMAP (or IMAPS) method/service.

If the ORGANIZATION chooses the POP or POPS method/service, the periodical access by Fattura24 will cause the deletion of the email messages from the received messages list of the relevant email inbox, with the consequence that the ORGANIZATION will then be able to have and read the same email messages only in Desktale and not in the inbox managed by the email provider.

If, on the other hand, the ORGANIZATION indicates the IMAP or IMAPS method/service, Fattura24, in reading and downloading the messages, causes the same messages to be put in the "read" status in the ORGANIZATION's email inbox. The ORGANIZATION is therefore aware that, should it or anyone on its behalf manually access the email inbox before the periodical access of Fattura24 and put certain email messages in the "read" status, these same messages will not be readable by Fattura24 and will therefore not be made available in the account of the ORGANIZATION in Desktale.

The ORGANIZATION is aware that the Desktale Services may not function properly and that, in particular, the update of the incoming email messages may not be successful, when the email box configured by the ORGANIZATION is not technically large and in any case when it is full or when it is inactive or malfunctioning due to work activities or failures of the email provider or incorrect settings or failures by the ORGANIZATION to make implementations or payments.

Before creating and using an incoming email channel in Desktale, the ORGANIZATION is required to carefully consider, also together with its IT and legal advisors, whether to choose the POP (or POPS) method/service or the IMAP (or IMAPS) method/service.

In order to configure and use the external email channel, the ORGANIZATION may not indicate, or use, a certified email address (pec or rem or similar).

5.1.2 SENDING EMAIL MESSAGES AND REPLIES (OUTPUT PHASE)​

To send messages or replies via an email channel, directly from within its account in Desktale, the ORGANIZATION shall first perform the appropriate configuration in Desktale.

The ORGANIZATION may only indicate SMTP or SMTPS sending methods/services.

The ORGANIZATION is aware that both the above-mentioned sending methods do not entail the saving of the message or of the email reply sent in the list of sent messages of the mail provider of the ORGANIZATION's mailbox. Therefore, it is highly recommended that the ORGANIZATION send the message or the reply also to a different email address of its own, using the appropriate functions of sending as a copy or as a hidden copy (cc or bcc), so that it can have the emails sent archived and available in its personal email provider.

5.2 API- OR WIDGET-TYPE CHANNEL​

If the payments made to Fattura24 are sufficient, and if Fattura24 does not object, the ORGANIZATION can configure, in the appropriate configuration section in Desktale, one or more api- or widget-type channels for the activation of the connection to Desktale through an "API" (Application Programming Interface), which can be used to convey in Desktale requests or tickets coming from an "application" of the ORGANIZATION.

The ORGANIZATION's "application" for which it can use an api or widget channel of Desktale can be a website, an administration panel of a specific online shop, a software application that can be downloaded on a mobile device (mobile phone or tablet) or any other tool that may be expressly authorised by Fattura24 upon specific request of the ORGANIZATION.

The ORGANIZATION may only install the link via API or install the widget code on an "application" that it owns and that is under its operational control.

The ORGANIZATION is required to create and use a specific api or widget channel, with relative api key, for each "application" (or sub-service thereof) that it wants to connect via API with Desktale. Therefore, the ORGANIZATION is not allowed to use the same api or widget channel for more than one of its "applications".

To use an api- or widget-type channel, the ORGANIZATION must carefully follow the instructions of Fattura24 (both before and during use) and, apart from the possible configurations authorised by Fattura24, may never deviate from the instructions of Fattura24 or change the code of the widget or delete the link to www. desktale.com within the widget. The ORGANIZATION is aware that any modification made to the widget code or any activity or omission not in accordance with Fattura24's instructions regarding the API may lead to malfunctions and, in any case, this shall automatically release Fattura24 from any liability for any malfunctions.

The number of daily calls to the Desktale API that the ORGANIZATION can cause via the API connection or the widget channel is limited; the maximum number is determined by Fattura24 and, in any case, cannot exceed 500.

In any event, Fattura24 may further limit the maximum number of calls (either in absolute terms or per day) that the ORGANIZATION can place, if it believes that the ORGANIZATION's use of the Desktale APIs may adversely affect the security or operability or stability or efficiency or the cost of the Desktale Services for Fattura24 (and without the ORGANIZATION being able to claim any price reduction or refund).

Fattura24 shall be always free to prevent a specific ORGANIZATION from using the Desktale APIs.

ART. 6) MODE OF USE OF DESKTALE SERVICES - CONFIDENTIALITY AND SECURITY OF CODES AND PASSWORDS - RESPONSIBILITIES OF THE ORGANIZATION​

The ORGANIZATION may only use the Desktale Services for its own purposes, in accordance with Article 4 above, and may not allow any other party to use them through its account.

The ORGANIZATION, if it is permitted to do so by Fattura24, may only appoint and configure, within its account, secondary users (who may be classified in Desktale as administrator users or ordinary users) for its own collaborators (preferably, its employees) who assist it in using the Desktale Services.

The ORGANIZATION may only appoint as secondary users identified and absolutely trustworthy natural persons, who are in any case contractually bound to total confidentiality and secrecy and are duly authorised by the ORGANIZATION, in particular to view and process the data related to the ORGANIZATION's own activity or, at the very least, the data involved in the use of the Desktale Services.

In order to access the ORGANIZATION's account, the ORGANIZATION's Super Administrator, and any secondary users that may be appointed, shall enter, in a special space, according to Fattura24's instructions, the email-username and the password, which are the ORGANIZATION's identification codes.

The ORGANIZATION must carefully guard and keep its identification codes secret and, also for this reason, it is required to choose, both for its Super Administrator and for any secondary users appointed, passwords that are difficult to identify and with a sufficiently high number of characters, which must not be less than 8 and include at least one number, at least one letter and at least one special character.

In any case, the ORGANIZATION is liable, also towards Fattura24, for any activity carried out in the use of the Desktale Services, by any person, whether he/she is the Super Administrator or a secondary user, or any third party that has used, unduly as well, identification codes of the ORGANIZATION.

The ORGANIZATION undertakes to notify promptly, without delay and in writing Fattura24 of any theft, loss or loss of secrecy of the identification codes for Desktale, in order to allow Fattura24 to adopt the relevant remedies in the time frame reasonably possible taking into account all circumstances. In relation to these occurrences, Fattura24 shall not be held liable for any loss or alteration of data and/or any damage suffered by the ORGANIZATION or any third party resulting from the access of third parties to the ORGANIZATION's account and/or from the use of the Desktale Services by third parties, with the result that the sole responsibility towards all rests and shall rest with the ORGANIZATION.

When using the Desktale Services, the ORGANIZATION is required to employ (and to have its secondary users employ) devices (computers, tablets or mobile phones) that are up-to-date as far as possible, equipped with duly licensed software, protected against viruses, safe from external intrusion, and otherwise capable and suitable for use.

The aforementioned devices and email accounts must in any case be employed by the ORGANIZATION, during the use of the services of Fattura24, in such a way as to minimise the risks of transmission of viruses or association with unwanted commercial emails ("spam"), with the ORGANIZATION being solely responsible for any damage resulting therefrom.

The number of channels, folders and secondary users that can be created/utilised by the ORGANIZATION and the number of messages that can be created and received by the ORGANIZATION in Desktale are limited. The maximum number is determined by Fattura24, which may set it, and require compliance with it, also after the relationship with the ORGANIZATION has been established.

The ORGANIZATION may only utilise the Desktale Services in a manner that is consistent with their nature and with the type of use for which they have been designed by Fattura24. The ORGANIZATION is therefore not permitted to use the Desktale Services (and related software, features and applications) for different types of use and/or purpose.

The ORGANIZATION is encouraged to test the Desktale Services prior to using them on a continuous basis, in order to verify their efficiency and their compliance with its needs. To this end, the ORGANIZATION may also take advantage of the trial period that Fattura24 may wish to grant upon the ORGANIZATION's express request.

In using the Desktale Services, the ORGANIZATION is required to enter correct data and/or information, particularly if relating to third parties (e.g. its users or its customers and/or suppliers), and is in any case required, under its full and sole responsibility towards Fattura24 and third parties, not to enter or transfer data, information, content which may be unlawful, untruthful, offensive, damaging to the rights of Fattura24 itself, of customers or third parties, damaging to morality or public order, or entailing acts of unfair competition or professional misconduct towards anyone.

Also for this reason, Fattura24 shall not be held responsible for the content of the data, information, content and opinions entered and/or transferred by the ORGANIZATION, or for transfers that are unlawful or inappropriate in themselves due to the particular recipient to whom such transfers are made. Also in this case, the sole responsibility lies and shall always lie with the ORGANIZATION, which shall moreover hold Fattura24 harmless against all claims that it may receive from third parties damaged by the conduct and acts carried out by the ORGANIZATION or by anyone acting on its behalf (for example, by its Super Administrator or its users).

Should it come to have knowledge of any prohibited or inappropriate conduct, Fattura24 shall investigate the facts and, if necessary, shall be entitled to adopt the measures deemed appropriate in the specific case in relation to the seriousness of the facts.

Apart from what is set forth in article 2, Fattura24, unless required by specific legislation or by order of the competent Authorities, does not carry out, also for reasons of confidentiality, any kind of control and/or censorship on the data and information entered by the ORGANIZATION, including data and information exchanged between the ORGANIZATION and third parties (including secondary users), with respect to which responsibility rests and shall rest solely with the ORGANIZATION.

The ORGANIZATION cannot in any way access the source code and the sequence of computer instructions of Desktale's software, cannot modify or copy them, and in any case cannot wiretap or modify calls from the client software. Under no circumstances can the ORGANIZATION perform stress-tests or penetration-tests.

In the event that Fattura24 makes the Desktale Services or certain features thereof available also by means of downloadable software for mobile devices (mobile phones or tablets), the ORGANIZATION shall remember, after the end of each single work session with Desktale, to expressly close the session through the “exit” function and, in any case, and that it should never keep sessions open for more than 30 seconds, in the event that it has to suspend direct physical contact with the mobile device or, in any case, when it does not have to use Desktale.

To ask for information on the functioning of the Desktale Services or to report problems, the ORGANIZATION may interact with the Desktale Support Department by writing an email to support@desktale.com, or, if it so wishes, by using the written ticketing service available directly from the ORGANIZATION's account. The ORGANIZATION may obtain information on the support and ticketing service of Desktale by viewing the "Support" and "Security and External Services" pages of the Desktale website or by directly asking the Desktale Support Department.

Taking into account what is set forth in articles 4 and 5 above and, in any event, in relation to the characteristics, nature and technological complexity of the Desktale Services, the ORGANIZATION, in using the Desktale Services, cannot be considered as a mere consumer and, on the contrary, must be considered as a party equipped with the special knowledge and IT and legal support structures necessary for the use of the Desktale Services and, especially in the case of the use of email or api- or widget-type channels, required to abide by higher standards of caution in the use of the Desktale Services than those to which a reasonable person would normally be bound.

In particular, the ORGANIZATION, to use the Desktale Services, is required to know and to apply the provisions of the European Union Data Protection Regulation 2016/679 (GDPR).

The ORGANIZATION, where it uses an email-type channel or an api- or widget-type channel to convey requests or tickets from its customers or users or interested parties, shall clearly communicate to those same parties, if provided for by the aforementioned EU Regulation 2016/679, that their request or ticket will be conveyed through a third party (Desktale-Invoice24).

ART. 7) UPGRADES AND MAINTENANCE - THIRD PARTY SYSTEMS​

The ORGANIZATION accepts that the Desktale Services may be upgraded from time to time.

Upgrades to the Desktale Services are generally made by Fattura24 to comply with regulations and measures of the Authorities or best practices, as well as to improve and develop the Services. Such upgrades may take the form of bug fixes, enhanced functions, new features, modified or completely new versions, and may include elements such as advertisements, links to third party offers and other promotional content.

In particular cases, upgrades may also include the removal of specific features, e.g., if such removal becomes necessary and/or appropriate as a result of regulatory, legal or procedural developments, or for technical or even just expediency reasons considered by Fattura24.

Fattura24 may make upgrades at its sole discretion and the ORGANIZATION agrees to accept such upgrades as part of its use of the service provided to it.

The ORGANIZATION also accepts that the Desktale Services may possibly be temporarily suspended for the time reasonably necessary for Fattura24 to put the aforementioned upgrades online or to carry out maintenance and/or security works on its software or hardware/server structures.

Should the Desktale Services allow, as indicated on the Website, integration with third party systems, services or products, Fattura24 shall obviously not be responsible for the functioning, efficiency and security of those third-party systems, services, products, or for the proper functioning and security of the components of those third parties.

ART. 8) FATTURA24 ACTIVITIES - DISCLAIMER​

Fattura24 renders the Desktale Services with the diligence reasonably required for similar services.

Notwithstanding the foregoing, also in consideration of the technological content of the Desktale Services, the ORGANIZATION accepts that Fattura24:

  • renders the Desktale Services "as is" and does not commit itself to any particular implementation;
  • makes no warranties or representations regarding any particular quality, fitness for purpose, performance levels, integrity or effectiveness of the Services;
  • is not obligated to remedy any errors or imperfect functionality that may exist;
  • does not guarantee that the Desktale Services are entirely free of bugs or disruptions.

Fattura24 cannot be held liable for any cases of suspension, disruption or malfunctioning of the Desktale Services, or loss or alteration of data, caused by the ORGANIZATION's breach of the rules of use, obligations and precautions imposed on it by this contract or Desktale's Privacy Policy or in any case by the ORGANIZATION's use of email accounts or hardware or software that is defective and/or too slow and/or outdated and/or unsafe or otherwise poorly maintained or internet connections that do not meet the minimum requirements set out in articles 3 and 6 above.

In any case, Fattura24 cannot be held responsible for any suspension, disruption, malfunction of the Desktale Services or loss of data, which are due to accidental causes or force majeure or in any case beyond Fattura24's control. Such causes include, but are not limited to, and depending on the circumstances, natural phenomena and/or actions by third parties, such as strikes, floods, catastrophes, fires, lightning, work stoppages imposed by public authorities, riots, blackouts or malfunctions of suppliers' information systems, interruptions or slowdowns of the internet connection, line blockages, cyberattacks, etc.. It is understood that limitations of liability for acts or facts performed directly by Fattura24 do not apply in the event of wilful misconduct or gross negligence on the part of Fattura24, and in any case may not prevail over the mandatory legal provisions laid down in the data protection legislation (in the event that the limitations should be incompatible with such legislation).

Fattura24's shall not be held liable in any case for indirect damages suffered by the ORGANIZATION and therefore, in particular (by way of example), for direct or indirect loss of profit, for damages arising from missed business opportunities or for damages resulting from the ORGANIZATION's liability towards its partners or third parties.

If Fattura24 is, notwithstanding the foregoing, found to be legally liable for damages suffered by the ORGANIZATION, the relevant liability of Fattura24 shall not exceed the amount paid by the ORGANIZATION to Fattura24 for the use of the Desktale Services in the last 12 months prior to the event giving rise to the liability.

The request by the ORGANIZATION to close and delete the account or its acceptance of any notice of automatic deletion (see art. 12) is in any case tantamount - in the absence of contextual, precise and reasoned written representations by the ORGANIZATION regarding specific events that have occurred involving possible responsibilities of Fattura24 - to a waiver by the ORGANIZATION of its right to lodge complaints or make claims regarding facts or damages of which it might already knowledgeable at that time if it had exercised ordinary diligence.

ART. 9) TRADEMARKS AND RESERVED RIGHTS OF FATTURA24​

The following are the exclusive property of Fattura24 or, as the case may be, of its suppliers, and may not be reproduced or copied by the ORGANIZATION:

  • the Desktale trademark and any other trademarks that may appear on the Desktale website and applications;
  • the software with which Desktale operates and, in particular, the website, web and mobile applications and APIs, as well as the related source code, computer instruction architecture, components and accessories (including, images, icons, photographs, animations, videos, music, texts and "applets");
  • the electronic and online documentation relating to the Desktale Services;
  • the texts on the website and in Desktale's applications;
  • the Desktale Services generally.

Any use not expressly permitted by Fattura24 in the manner set forth in these Contract Terms and Conditions or otherwise established by Fattura24 shall therefore entail the breach of intellectual property and software protection laws, the application of the consequent penalties and, for the ORGANIZATION, the obligation to compensate Fattura24 or the suppliers of Fattura24 for the damage caused by it.

ART. 10) SUSPENSION FROM DESKTALE SERVICES - TERMINATION OF CONTRACT​

Fattura24 may, as a precautionary measure, suspend the provision of the Desktale Services and, if necessary, at its sole discretion, also terminate the contract for serious breach by the ORGANIZATION, without the ORGANIZATION being entitled to any reimbursement or to raise any exception whatsoever, in the event that the ORGANIZATION:

  • breaches the obligations under these Contract Terms and Conditions, in particular those set forth in articles 2, 5 and 6;
  • breaches the obligations under the Privacy Policy of Fattura24.

Fattura24 reserves the right to suspend, as a precautionary measure, the services activated to the ORGANIZATION, and if necessary, at its own discretion, also to terminate the contract, without the ORGANIZATION having any right to raise any objection whatsoever, even if the ORGANIZATION or its Super Administrator or one of its secondary users is found guilty of offences against public order and morality.

ART. 11) WITHDRAWAL - ASSIGNMENT​

The ORGANIZATION may withdraw from the contract within 15 days (including non-working days) starting from the first payment made, by notifying Fattura24 in writing, clearly and expressly, of its intent to withdraw.

The ORGANIZATION, on the other hand, cannot claim the right of withdrawal if it has enjoyed a free trial period of the Desktale Services for more than 15 days.

Fattura24 may withdraw at any time from the contract and from the relationship with the ORGANIZATION with a 6-month written notice. In this case, the ORGANIZATION will not be entitled to any indemnity and/or compensation whatsoever, while Fattura24 will only reimburse the ORGANIZATION for the unused credits paid by the ORGANIZATION as at the effective date of the withdrawal.

Fattura24 reserves the right, with the guarantees that may be provided for by data protection legislation, to transfer or lease business units or to perform other transactions that also involve the transfer of the contract and the relationship with the ORGANIZATION.

By accepting these Contract Terms and Conditions, the ORGANIZATION agrees in advance to the aforementioned possible assignments, thereby waiving any rights or claims against Fattura24.

The ORGANIZATION may not assign to third parties the contract with Fattura24 relating to the Desktale Services, or any rights and obligations under or arising from it.

ART. 12) CANCELLATION OF ACCOUNT - TERMINATION OF CONTRACTUAL RELATIONSHIP - DELETION OF DATA​

The ORGANIZATION may request at any time, without being entitled to a refund of the amount paid to Fattura24 or to any other type of refund and/or compensation, the closing/cancellation of its account with Desktale by sending an express written request to the certified email address fattura24srl@pec.it (or, if the ORGANIZATION does not have a certified email address, to support@desktale.com), following the instructions and attaching the documents indicated on the website of Desktale and/or by Fattura24.

Fattura24's order to cancel the account will result in the closing of the account with Desktale (which the ORGANIZATION will therefore no longer be able to access) and the termination of any contractual relationship between the ORGANIZATION and Fattura24 in relation to Desktale and in any event the termination and extinguishment of any obligation of Fattura24 towards the ORGANIZATION, with the consequent immediate deactivation of the services. The ORGANIZATION's obligation to pay any fees that may still be due to Fattura24 in relation to Desktale shall, of course, remain unaffected, and the ORGANIZATION shall in any case be entitled to permanently retain any amounts received by the ORGANIZATION.

Fattura24, after the closing of the account with Desktale, and without having to send notices to the ORGANIZATION, will initiate the procedure for the cancellation of the account and of the relevant data, at the end of which the data and documents entered by the ORGANIZATION in the course of the relationship in the spaces and archives of Desktale will be deleted. The duration of the data cancellation procedure may vary and is generally lasts up to 90 days (or more, in case of heavy volumes of requests).

Fattura24 will eventually retain only such data as it has the obligation or the right to retain pursuant to law (e.g. tax, accounting, statutory) and/or in implementation of orders of the competent Authorities or which it has a legitimate interest in retaining, if permitted by law, for the fulfilment of its own rights, including, if necessary, for evidence in court.

Therefore, BEFORE requesting the closing of its account with Desktale, and in any case before the decision to no longer use Desktale, the ORGANIZATION shall be required, autonomously and sufficiently in advance, to copy or download the data, documents and information entered over time in Desktale (including tickets and messages), in the manner and format of data transfer permitted by the Desktale infrastructure at that time.

With the cancellation of the account, the data and documents will be lost, if the ORGANIZATION has not previously copied or downloaded them. The ORGANIZATION, therefore, in this case sole responsibility for any loss of data and documents that it has entered, including with third parties, shall rest with the ORGANIZATION.

In the event that the ORGANIZATION has a zero usable-credit balance (or in any case has not made sufficient payments to use the paid features of Desktale) and does not access the account for more than 12 consecutive months, Fattura24 may automatically initiate the account closing and cancellation procedures, with all the consequences provided for herein. In case of cancellation of the account, all the rules contained in this article shall apply, including those on data deletion.

In any case, even if the ORGANIZATION has not used up its credits and is utilising the account, Fattura24 has the right to cancel such tickets and messages of the ORGANIZATION as are older than 5 years, subject to prior notice by email.

ART. 13) APPLICABLE LAW AND JURISDICTION - REFERENCES​

Any and all disputes arising from the formation, interpretation, validity, effectiveness, execution and termination for any reason of the relationship between Fattura24 and the ORGANIZATION in relation to Desktale and, in any event, any and all disputes arising out of or in connection with these Contract Terms and Conditions and/or the use of the Desktale Services by the ORGANIZATION shall be governed exclusively by the Italian law, with the Court of Rome having sole jurisdiction.

For all matters not expressly regulated hereunder, the Parties declare that they will apply solely the law of the Italian Republic, including civil procedure law, as well as the European Union law.

ART. 14) FINAL PROVISIONS​

These Contract Terms and Conditions supersede any previous arrangements between the parties.

In no event shall any breach of, and/or conduct of the ORGANIZATION not in compliance with, the provisions hereunder and/or Desktale's Confidentiality Policy be considered as a waiver and/or acceptance and/or acquiescence to any such breach and/or non-compliant conduct by the ORGANIZATION on the part of Fattura24.

ART. 15) EXPRESS APPROVAL OF CLAUSES​

Registration with Desktale or otherwise the commencement of the use of Desktale Services by the ORGANIZATION constitute transactions that, even if taken individually, signify that the ORGANIZATION has carefully read and considered all the clauses of these Contract Terms and Conditions and, to the extent necessary, has specifically approved, also pursuant to article 1341 of the Italian Civil Code, the following clauses:

  • art. 8) Fattura24 Activities - Disclaimer;
  • art. 10) Suspension from Desktale Services- Termination of Contract;
  • art. 11) Withdrawal - Assignment;
  • art. 13) Applicable Law and Jurisdiction - References.