- General conditions
1.1. These terms and conditions govern the agreements between Motion Analytica Srl and Client (hereinafter jointly referred to as “The Parties”) at the time the Quote is signed.
1.2. By signing the Quote, Client agrees to be bound by these terms and conditions. Any person who signs the relevant Quote on behalf of the Client represents and warrants that he or she has full authority to legally bind the Client.
1.3. Any unilateral update or modification of these Terms and Conditions must be in writing and agreed to by the Parties.
- Duration and termination
2.1. These terms and conditions shall become effective upon the signing of the Quotation, the execution thereof or on the other date specified in the Quotation and shall continue in full force and effect until the completion thereof.
2.2 Client has the right to terminate at any time by giving Motion Analytica thirty (30) days written notice. Client shall acknowledge to Motion Analytica what has been achieved up to that time. In the event that Motion Analytica has already acquired goods or services from third parties for resale to Client under this Agreement, they will still be invoiced to Client who has exercised the withdrawal.
2.3 Client shall notify Motion Analytica of Client’s own ability to perform its obligations under these terms and conditions, including, without limitation, all situations of financial difficulty, insolvency, or enforcement proceedings.
- Restrictions on Access and Use
3.1 Client shall use the Services for the purposes set forth in the Quote and, in all cases, in compliance with the General Conditions, the Specific Conditions and all applicable laws.
3.2 During the entire duration of the activities referred to in the signed Quote, Client shall not, except with written permission from Motion Analytica:
- use anything produced by Motion Analytica in a manner that may impair its functionality;
- copy, modify, duplicate, create derivative works;
- attempt to decompile, disassemble, reverse engineer what is made
- what is made in any way that may constitute a violation of Motion Analytica’s intellectual property rights or the rights of third parties;
- use any data mining, collection or extraction tools;
- license, sell, rent, lease, transfer to third parties what has been realized.
3.3 Client shall use its best efforts to prevent any unauthorized access to or use of what is realized.
- Consideration and fees
4.1.1 Fees and payment terms are stated in the Quotation.
4.1.2 All fees are stated exclusive of any taxes or fees due in connection with the products or services provided.
5.1 Motion Analytica will not be responsible for changes made by the Client and not agreed upon.
5.2 Motion Analytica confirms that the data is a new processing of data aimed at offering subsequent analyses. Data may be processed from:
- public databases accessible on the Internet, pursuant to Article 102-ter of Law No. 633/1941 (“Italian Copyright Law”);
- databases not freely accessible on the Internet for which Motion Analytica has obtained specific authorization for access and use from the respective owner, pursuant to Article 102-ter of the Copyright Law;
- information licensed/purchased by Motion Analytica for the conduct of its business, according to the agreement with the owner of the information.
5.3 What Motion Analytica accomplishes involves the transmission of data over networks that are not owned, operated or controlled by Motion Analytica, which is not responsible for any data that is lost, corrupted, intercepted, modified or stored over such networks.
5.4 Client acknowledges and agrees that Motion Analytica cannot guarantee that security measures will be error-free, that data transmissions will be secure, or that security measures (or those of third parties) will always be inviolable or circumventable by unauthorized third parties.
6.1 Motion Analytica shall be held liable only for willful misconduct or gross negligence and shall never be liable for loss of profit, loss of revenue, loss of business opportunity or damage to goodwill or any indirect and consequential loss or damage. The maximum amount of damages shall not exceed the value of the Quotation.
6.2 Motion Analytica will never hold itself responsible for third party data.
6.3 Client shall be fully responsible for all damages, costs, expenses (including attorney’s fees), claims and, in general, prejudice arising from any breach by Client or its Users.
6.4 Motion Analytica shall not be liable for any delay or failure to perform its obligations under these terms and conditions that is caused in whole or in part by force majeure, labor disputes, fire, flood, war, accident, governmental action shortage of materials or energy, or any other cause beyond Motion Analytica’s control (“Force Majeure”). If the delay is protracted for a period of three (3) months, then either party may terminate the Agreement without prejudice to any rights that may have accrued prior to such termination.
7.1 The parties undertake and agree to keep Confidential Information confidential and not to disclose, publish, transmit, or permit it to be made available to any person, firm, or corporation-in any format and by any means-except in the event of: (i) an order from a competent authority; (ii) provisions of applicable laws; (iii) information that is already in the public domain. In the event that a party receives an order from a competent authority, it shall inform the other party as soon as reasonably practicable.
7.2 The parties may disclose Confidential Information only to their employees, officers, agents, and/or consultants who need to know the Confidential Information in order to perform the Agreement, undertaking and agreeing that each person to whom the Confidential Information is disclosed is fully aware in advance and irrevocably agrees to abide by the confidentiality obligations set forth in these Terms and Conditions.
7.3 Each party shall protect the other party’s Confidential Information in the same manner and using the same level of care used to protect its own Confidential Information, which, in any event, shall not be less than a reasonable level of care that is required by a commercial operator and considering the type of information disclosed.
- Data Protection
8.1 The Parties acknowledge and agree that all personal data collected under the Agreement and processed and retained in its execution will be processed and retained in accordance with the principles set forth in the European General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and any other applicable data protection law or administrative act of any data protection authority in order to fulfill their obligations hereunder.
8.3 The parties agree that where the execution of the agreement involves processing of personal data to be carried out on behalf of a party, they will execute a data processing agreement so as to appoint the relevant party as a data controller within the meaning of Article 28 of the GDPR.
- Assignment of Contract
9.1 Client shall not assign, transfer, subcontract the Agreement and/or any part thereof and/or any rights granted under the Agreement to any third party without Motion Analytica’s prior written consent. In any event, Client agrees to hold Motion Analytica harmless and indemnified from any and all costs, damages, expenses, claims and, in general, prejudice advanced by the third party assignee.
- Final Clauses
10.1 Acceptance of these conditions supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each party shall, at its own expense, promptly sign and deliver all documents and fulfill all provisions required to give full effect to the provisions of the agreement.
10.3 Forbearance of a breach of any obligation set forth in the agreement shall not constitute a waiver of the underlying right unless expressly agreed to in writing.
10.4 All communications between the parties will be made in the manner and to the addresses specified in the quotation.
10.5 The agreement shall be governed by Italian law to the exclusion of any conflict of law provision. The parties irrevocably submit any dispute arising out of, or in connection with, these Conditions to the exclusive jurisdiction of the Court of Udine.