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Terms of service

CONTRACT FOR THE PROVISION OF SERVICES AND LICENCING OF IT PRODUCTS

by and between

Inferendo S.r.l., having its place of business in Via Firenze 37, 15121 Alessandria, Italia (fiscal code and VAT no. 02622540066), on behalf of the CEO Alessandro Rolando (hereinafter referred to as “Inferendo”);

and

the Client, i.e. the person who, by approving the present terms through the website www.visidea.ai has requested the services of Inferendo itself (hereinafter referred to as “Client”; where jointly mentioned the contracting parties will be referred to as “the Parties).

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Art. 1 – Subject of the contract and definitions

  1. The subject of this Contract is the Product chosen by the Client by means of the “ACTIVATION REQUEST” forwarded through the website www.visidea.ai (hereinafter referred to as “WEBSITE”) and in particular the service called “VISIDEA RECOMMENDATION SYSTEM” (hereinafter the “SERVICE”). This is a software which allows to extend the functions of an e-commerce by inserting a recommendation system, whose specifications and features may be consulted at any time, after the activation, always through the WEBSITE, with indication of the activation period and related fee.  
  2. Inferendo hereby agrees to provide the SERVICE “as it is”, in terms of what is written on the WEBSITE, without the Client being entitled to get improvements, additional functions, and/or any further modification. 
  3. The Parties will enter the contract with the activation of the SERVICE by Inferendo. The ACTIVATION REQUEST may be sent by the Client only through the WEBSITE, by selecting and ticking off the boxes and windows enabling the choice of the SERVICE, as well as the acceptance of these general conditions, including any clause which may be subject to specific approval. The Client thereby acknowledges and agrees to be bound by means of the selection and ticking procedure described above. 
  4. Prior to the activation of the SERVICE, but in any case within 5 days from the ACTIVATION REQUEST, Inferendo may at his sole discretion refuse to activate the SERVICE, also in the event of, but not only, the following circumstances: a) if the Client has previously been in default towards Inferendo; b) if the Client is enlisted in the register of protests or subject to executive procedures, or has presented a petition or is subject to insolvency procedures. This refusal will be communicated via e-mail to the address the Client has written in the ACTIVATION REQUEST and the return of any payment in advance will occur within the following 30 days.

Art. 2 – Duration and right of withdrawal

2.1 If requested by the Client through the Website, the SERVICE may be used with an initial “Free trial period” of 15 (fifteen) days, at the end of which the Client may freely decide whether to activate the paid SERVICE, always through the Website and by selecting and ticking the boxes and windows related to this mode of use.

2.2 Once the Trial period has expired and the Parties has entered the Contract in accordance with the procedures described above, the Client will be entitled to use the SERVICE for the selected duration (monthly or annual), with the exception of what is provided for by art. 2.4 and art. 6.

2.3 Upon the expiration date, the duration will be automatically extended for a period equal to the previous one, unless notice of revocation is given via registered or certified mail 15 (fifteen) days before expiry. In the event of annual duration, in any case, the Client shall not ask a refund for the contractual period in which the Client decides not to make use of the SERVICE.

2.4 The Client, if a Consumer, will also be entitled to withdraw, without giving any reason and without penalty, for 14 (fourteen) days from the beginning of the paid SERVICE. This right shall be exercised by means of an express declaration which shall be sent to Inferendo’s address Via Firenze 37, 15121 Alessandria, either via registered letter with notice of receipt, or via certified mail; in order to comply with the terms of withdrawal, it is sufficient to send the notice before expiry of the 14 days. In the event of withdrawal any payment made in favour of Inferendo will be refunded within 14 days from receipt of the notice of withdrawal, and Inferendo’s obligations will cease forthwith.

Art. 3 – User licence

3.1 Inferendo grants the Client the use of the SERVICE, on a temporary basis and for the limited duration indicated therein, with express exclusion of any right or faculty of the source code. The Client shall use the SERVICE within the limits hereunder with the specification that the SERVICE will be exclusively based on the servers identified by Inferendo and it shall not be in any way migrated and/or copied. 

3.2 Inferendo and its suppliers hold all rights on the SERVICE and on the related documentation: the right of use, as regulated and granted to the Client, does not include in any way the ownership of the SERVICE itself or the ownership of rights for commercial and industrial exploitation – including, but not limited to, for example, the copyright, the distribution right, the rental right – nor any other right or faculty apart from those herein specified.

3.3 The right of use is not granted on an exclusive basis: Inferendo may therefore, without any limitation, develop, update, modify, licence to third parties or otherwise transfer the SERVICE and its rights, without any prior notice to the Client.

3.4 The Client shall not carry out reverse engineering operations, decompile, disassemble, or otherwise attempt to discover or use the source code of the SERVICE nor migrate or copy it, for any reason, on servers or supports different from those originally identified by Inferendo. The aforementioned activities, as well as any analysis of the SERVICE, which is not strictly aimed at its best use, are forbidden even for the sole purpose of ensuring its interoperability. 

3.5 The Client shall indemnify Inferendo against any consequential damage due to improper use and/or distribution of the SERVICE, whether carried out by the Client itself or by and/or on behalf of third parties, even taking measures to prevent and suppress these illicit behaviours and taking over the legal costs. 

Art. 4 – Warranties, liabilities, and limitations

4.1 Apart from any suspension due to the systems’ maintenance, which will be communicated beforehand whenever possible, and in any case subject to a monthly franchise of 2 hours, in the event the SERVICE cannot be used, Inferendo may grant, at its sole discretion, a discount on the monthly amount of the fee, which will be determined taking into account the worth of the malfunctions actually suffered.

Any other liability or guarantee by Inferendo is excluded.

4.2 In any case Inferendo shall not be responsible for any damage (including loss, alteration, or destruction of data) due to force majeure (such as, for example, fire, explosion, earthquake, volcanic eruption, landslide, tornado, storm, flood, hurricane, avalanche, war, popular uprising, riot, strike, interruption of international and internet network and/or any other unexpected and unusual event).

4.3 Moreover, Inferendo shall not be responsible of any malfunction or technical problem not related to the basic structure of the SERVICE and, for instance, caused by: problems resulting from interventions carried out by the Client or his/her authorized and unauthorized agents; problems encountered on other software interfaced with or related to the SERVICE; problems resulting from the incompatibility or non-compliance of the Client’s local computer systems or from any cause connected with the hardware; malfunctions of the internet network and/or websites, to which the SERVICE is in some way related in order to operate.

To this end, the Client declares to be fully aware of the characteristics of the SERVICE and in particular of the requirements of his/her own local computer systems.

4.4 The Client undertakes to exercise the utmost care and attention while accessing the SERVICE or the systems connected to and/or through it, preserving with the best means available the confidentiality of passwords and other access credentials.

4.5 Any liability regarding the content posted online through the SERVICE falls upon the Client himself/herself, who expressly relieves Inferendo from any liability and control of the observance of the relevant civil and criminal laws in force, including but not limited to the copyright and intellectual property laws, publishing laws and data privacy laws; the Client hereby agrees in any case to respect them, taking on full responsibility for an improper or unauthorized use of data, trademarks, news and images, undertaking to indemnify against and hold Inferendo harmless from any prejudicial consequence, damage, or controversy in relation thereto. To this end, the Client hereby agrees not to use the SERVICE illicitly and ensures that the data entered online are and will be in his/her legitimate possession, taking on full responsibility for their content. 

4.6 The Client also shall indemnify Inferendo for any liability deriving from the presence of computer viruses in his/her data, even in the event that these viruses cause damages to the internal and external infrastructures of the Client and/or third parties.

Art. 5 – Fee

5.1 The fee will be determined in accordance with the tariff plan chosen by the Client among the ones available on the Website; at the time of the extension (art. 2.3), without prejudice to the application of the conditions already in force, the Website could generate and propose to the Client an alternative tariff based on the actual use of the SERVICE.

5.2 Unless otherwise agreed, the fee shall be paid in advance at the beginning of the duration period by credit card; upon successful payment, Inferendo will issue the related invoice.  

Art. 6 – Termination clause and suspension of enforcement

6.1 Failure to pay 2 monthly fees – even non-consecutive – within the terms provided for by art. 5, which are to be considered essential, entails the termination of the contract in compliance with art. 1456 of the Italian Civil Code, with immediate suspension of any contractual performance by Inferendo. The Client shall nevertheless immediately pay the total amount agreed upon until the due date.

6.2 In the cases referred to in paragraph 6.1 and in the event of non-payment even of one invoice, Inferendo is entitled to suspend the enforcement of all its contractual performances until the default ceases. 

Art. 7 – Confidentiality and trademarks

7.1 The Parties hereby mutually agree, even on behalf of their managers, employees, and persons related to them, to protect the confidentiality of “Confidential Informations” accessed during their contractual relationship, not to disclose or transmit it in any way to third parties and to use it exclusively for the specific purposes pertinent to the fulfilment of this Contract, excluding any other purpose. They also undertake to adopt any security measure aimed at avoiding or minimising the risks of unauthorized access, use, or embezzlement of the Private Information. “Confidential Information” shall mean: information on the characteristics of the SERVICE or communication during its execution; any information about the clients, technical projects, plans, their organization, commercial projects; information specifically identified in writing as confidential; proprietary information and/or those protected by copyright and/or subject to industrial secrecy. It should be noted that the SERVICE is intellectual property of Inferendo and its suppliers and that all its characteristics are significant industrial secrecy and confidential information, the disclosure or violation of which constitutes civil and penal liability.

7.2 During the validity of the contract, but even after its termination, Inferendo shall have the authority, for its own internal research and development purposes, to process and use the data entered by the Client in order to use the SERVICE.

7.3 Inferendo and Visidea are registered trademarks and distinguishing features of Inferendo and its business activities. Their use is allowed in compliance with the terms provided for in this Contract, outside which the Client has no rights or faculty over the aforesaid trademarks and their use.

Art. 8 – Competent Court

8.1 For any dispute arising from the interpretation, enforcement or in any way related to this contract the Court of Genova shall have exclusive jurisdiction.

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In compliance with and for the purposes of art. 1341 and 1342 of the Italian Civil Code, the following provisions are expressly and specifically approved, when occurring: art. 1.4 (subject of the contract and definitions); art. 3.5 (user licence); art. 4 (warranties, liabilities, and limitations); art. 6 (termination clause and suspension of enforcement); art. 8 (competent court).