Licence Agreement of the Emmeuno Business software.
Last modified: 16/01/2020
Thank you for choosing the Business line of our “Emmeuno” technological service (hereinafter alternatively “Emmeuno Business” or “Software”), a software owned by S.W. Globoo Limited (hereinafter also “Licensor”), a limited liability company with registered office in Acropoleos 93, VASILEIA COURT, Office 202, 7101 Aradippou, Larnaca, Cyprus, EU VAT CY10343164M, REG. NUMBER HE 343164.
“Emmeuno Business” is a software which, through a back office, allows the reseller (hereinafter “Licensee”) to manage the technical procedures of the terminals connected to its Network, to view the navigation statistics, to access the customer support service, and to technically support users who, after their registration and authentication, intend to access the Internet through the connection made available by said resellers within their premises open to the public.
The foreword, as well as the application form and the annexes of a technical or commercial nature, constitute an integral and essential part of this Agreement.
1. Subject matter
The subject matter of the Agreement consists of the concession for use of the Emmeuno software licence, as an IT tool on behalf of the Licensor for processing the registration procedures, for collecting personal data without the right to access and view these, for their encrypted and computer management and retainment in compliance with domestic and community regulations as regards their protection, and for authenticating users who wish to access the internet network made available to customers at the sole discretion of the Licensee, who is therefore responsible for the installation, maintenance, and management thereof as well as for the conduct of its customers.
The Software, intended alternatively based on either the type of subscription selected as a single use Licence or as a multi-Licence, includes the set-up and accessory services for the optimal use of the same, such as: a) first installation via remote setup; b) Web control panel (Emmeuno Business) for the management of terminals endowed with a user Licence; c) periodic updates via remote connection and in the manner established each time by the Licensor; d) First technical assistance through the communication channels made available by the Licensor and during the weekly schedule it establishes and duly communicates.
2. Obligations of the Licensor.
The Licensor undertakes to grant in use the Emmeuno software as described above, including all the ancillary services provided and to transfer the know-how required for its use. Any customisation for specific requirements of the Licensee, falling outside the functionalities not provided for by the basic software program, is excluded.
3. Obligations of the Licensee.
The Licensee undertakes, as a preliminary step, to ensure the presence of a hardware infrastructure at its commercial premises that complies with quality standards which are appropriate and functional for the purpose of the activity. Specifically, it undertakes: a) to provide a correct, adequate and functioning connection to Internet, supplied by reliable and professional connectivity providers; b) to make available to customers and to employ terminals in good working condition which meet the minimum system requirements indicated by the Licensor in the technical annex, and equipped with tools that comply with current market standards to adequately protect them from computer viruses or malicious software for the system and for the proper operation of the Service.
During the installation, the Licensee undertakes to execute, follow the directions and instructions given by the Licensor, and not to hinder the activities of the remote setup/activation of the software, as well as, subsequently, to keep, limited to the days and opening hours, the terminals on which the software is installed constantly turned on and operating in order to ensure the installation of the necessary software updates. The Licensee must also ensure the Emmeuno trademark (affixing stickers, banners, small panels, etc.) is visible in its premises in the manner previously agreed upon with the Licensor and, in any case, in a manner appropriate to the type of venue.
4. Assistance and Maintenance.
The assistance / maintenance service is managed exclusively by the Licensor or by third parties operating on its behalf (one of its dealers, agents, representatives, employees); it takes place remotely and only concerns the functional part of the Software. The assistance will not include any technical or consultation activity which is not exclusively included among the following issues:
- the resolution of problems detected during the activation or the first use of the software;
- information and updates made to the software from time to time.
Therefore, by way of a non-limiting example, the assistance service will not include:
- software customisations;
- maintenance required due to activities and/or interventions of any kind, outside the control of the Licensor, performed by the Licensee, by its customers or by third parties;
- damage resulting from improper and/or illegal use of the software;
- hardware maintenance of the terminal (monitors, printers, card readers, mouse, keyboard, audio or video equipment, etc.);
- any other problems not explicitly included in points a. and b. above.
The Licensor has free access, including remotely, to the stations – devices owned by the Licensee in order to carry out all the activities covered by this Agreement and within the established limits.
5. Express non-competition agreement.
The Licensee undertakes not to carry out, in any way – direct or indirect – competition practices to the detriment of the Licensor, ensuring that it does not enter into any agreements with the same object, with individuals carrying out activities in competition with the Licensor, nor perform acts of unfair competition also pursuant to art. 2598 of the Italian Civil Code.
6. Exclusive rights.
The right to use the software is granted and must be used exclusively on the indicated terminal or terminals, specified by the Licensee in the service subscription form. The use of the software cannot be sub-licenced to third parties; the Licensee must use the Licence exclusively for personal use, commercially only in its business premises and on the terminals specified in the application form via the MAC address, and in any case only in the ways authorised and regulated by this Agreement.
7. Fee, payment methods and terms.
This agreement is on a payment basis. The applicable rates are specified in the specific sales annex and constitute an integral part of this Agreement. The fees laid down for the use of the software refer to a single Licence to be used on a single terminal on which the software is installed, unless the tariff plan specifically provides for a package containing multiple Licences.
The payment of the fee envisaged for the selected subscription plan is to be made in the manner indicated by the website or alternatively in the way specified on the payment request sent by the accounting department of Globoo via email. It is the duty and obligation of the Licensee, under penalty of immediate revocation of right of use and the consequent suspension of service, to make the payment by the due date indicated on the payment request.
Credit / Debit Cards
The payment of the product price by credit or debit cards takes place through Cardinity licensed payment institution provided by UAB Click2Sell, Company Code 300110581, regulated by the Central Bank of the Republic of Lithuania and active in the European Union. Cardinity immediately validates the customer’s card details and charges the corresponding total amount. The payment institution supports the following payment methods: VISA, VISA Electron, VISA Debit, VPay, MasterCard, Maestro.
The buyer’s credit card information is transmitted via secure connection directly to the website of the Payment Institute that manages the transaction. Under no circumstances does the Licensor have any access to the customers’ credit card data.
The Licensor reserves the right to request additional information from the Licensee at any time or to request documentary proof of ownership of the credit card used for the completion of the Purchase Agreement. If Licensee fails to provide the requested documents, the Licensor reserves the right to decline the order or to withdraw from the Purchase Agreement, while providing contextual communication to the Licensee at the email address indicated by him.
The Licensee can pay safely through his PayPal account (digital wallet). The real-time transaction will take place over a secure and encrypted connection through the PayPal payment gateway. For more information on PayPal, visit www.paypal.com.
The Licensee can pay through Bank Transfer by choosing the relevant option during the order completion process. Once the order is completed, the Licensee will receive the bank details via email for the purpose of payment. Kindly make sure to include with the bank transfer the order reference code, which will be confirmed only after receipt of full payment.
8. Changes to the Service.
In order to improve the experience of use of the Software and of its security as well as of its customers, the Licensor reserves the right to temporarily or permanently modify, at any time, the Service (or any function or feature of the Service or any part of it), including without notice. The Licensee agrees that the Licensor will not be liable towards it or towards third parties for such changes, suspension or interruption of Service.
The Agreement will have a duration of one year from the signature date. The Agreement will be tacitly renewed each year except for early termination or cancellation at its due date.
10.Update/Downgrade Subscription Plan.
The Licensee may upgrade his subscription plan at any time, upon request made in the way indicated by the website, by paying the difference, where applicable, between the owned subscription and the desired subscription plan. The Licensee may perform the downgrade by following the same procedures as used for upgrading; however, in this case Licensee is not entitled to reimbursement of fees already paid for the current subscription plan.
In addition to the right of withdrawal within 14 days established by the EU Directive on consumer rights, Globoo extends the return period for additional 16 days by providing the “Money Back Guarantee” policy to its customers, granting the Licensee the right to request a refund, without giving any reasons, within a total of 30 days of the subscription purchase. The Licensee may exercise the right to withdraw by contacting the Support Services via E-mail. A Globoo technician will subsequently uninstall the software completely and reimburse the subscription fee, with the exception of the non-refundable installation cost. The reimbursement will be carried out using the same method of payment as for the initial transaction.
The Licensee and the Licensor may also notify the cancellation of the agreement with a notice period of at least 30 days from the natural due date. The 30 days will start from the date of receipt of the communication by the Licensor and the Licensee respectively. Each party may terminate the agreement by notifying its will to the other party, in the manner and terms established by this Agreement. The service will be guaranteed until 11:59 pm of the day before the payment for the following subscription period.
No refund will be issued in the event that the withdrawal request is received beyond the 14-day withdrawal right period.
12.Termination for non-performance.
In the event of one of the Parties breaching the obligations set out in the Agreement, except in cases of force majeure, the other contracting party may give a specific and detailed written notice to the party to remedy these within the peremptory deadline of 15 days.
Should the notified Party not have remedied the contested breach within this peremptory deadline, the notifying Party may communicate in writing its intention to consider the Agreement terminated pursuant to art. 1456 Italian Civil Code; and this on the condition that the violation should concern the contractual obligations relating to the quality and quantity of the services to be provided, the fees, the confidentiality and the non-competition agreement and all the provisions envisaged by the contractual obligations.
13. Express termination clause.
Non-payment of the fee as established by the commercial conditions which the Licensee has accepted, should any executive or precautionary proceedings be initiated against the Licensee, in case of complaints, legal, government actions, administrative, criminal and/or civil proceedings i.e. substantial changes to its legal, patrimonial or financial situation, which the Licensee undertakes to immediately notify, constitute an express termination clause in favour of the Licensor.
14. Limitation of liability.
The Licensor cannot in any way be held responsible for direct, indirect, special, incidental or consequential damages deriving from the use of the Software, including, without limitation, damages for loss of goodwill, interruption of work, failure or malfunction of the terminals and hardware in general, or for any other commercial damage or loss.
The Licensor will not be liable for any disruption due to the internet connection, attributable to the provider with whom the Licensee has signed the agreement, which the Licensor is not a party to.
The Licensee is responsible for maintaining the confidentiality and security of the login information or password which will not be shared or used by any other person and which must only be used in the expressly permitted manner. The Licensee will be solely responsible for any unlawful use of any information and password instrumental to access any part of this website and/or of the back office software, and will be required to hold harmless the Licensor, or any company of the group or related/linked parties, as well as third parties operating in their own name and on behalf of the Licensor, from any legal action, claim, loss or damage (including legal fees) due or concerning the wrongful or illegal use of any login information or password used.
The Licensee is solely responsible for the lawful use of the Software and for the contents visited on the Internet made available, the Licensor simply making what is above described available and ensuring its proper operation. The Licensee furthermore declares and undertakes not to use the Software for any fraudulent, illegal, offensive or abusive purposes or which could cause damage or any risk in any way to the Software itself and/or to the Licensor, its activities, reputation, partners, or other users, devices or to any third person. Any use of the Software which violates the Agreement would legitimise the Licensor to suspend or terminate the User Licence of the Software without prior notice, reserving the right to take any legal action necessary to protect its rights or those of related persons and companies, functional to supplying the Software and its own customers.
15. Contract assignment.
This Agreement, together with the rights and obligations deriving therefrom, may not be transferred to third parties, whether entirely or in part, by the Licensee who, vice versa, hereby provides its express consent to the possible sale of this agreement by the Licensor to any company division or other controlled, controlling and/or connected legal entity.
16. Invalidity or ineffectiveness.
In the event of invalidity or ineffectiveness, in whole or in part, of any provision or clause of this Agreement which is not of an essential nature, the Parties agree to negotiate and agree, in good faith, that these provisions or clauses should be replaced by other, valid and effective ones, which have substantially the same effect as concerns the subject matter and purposes of this Agreement. In any case, the invalidity or ineffectiveness of individual provisions or clauses of this Agreement will not entail the invalidity or ineffectiveness of the entire Agreement.
17. Competent court.
Any controversy concerning the validity, execution, interpretation or resolution of this Agreement shall be assigned to the Italian legislation and to the court with territorial jurisdiction pursuant to the applicable legal provisions. The Parties agree that, prior to taking any legal action with respect to this Agreement, they will attempt to amicably settle all disputes through their legal representatives or special attorneys.
Any communication concerning exercising one of the rights established by the agreement must be made by the Licensee via e-mail to firstname.lastname@example.org, by the Licensor to the e-mail address detailed in the subscription form or alternatively by post with a registered letter with return receipt sent to the Licensor’s registered office address as specified in the Foreword and/or of the Licensor as indicated in the application form.
For anything not expressly provided for in this agreement, reference should be made to the provisions of the Civil Code or to the special laws on the matter.
The parties declare that this Agreement is signed by the Licensee electronically through the completion of the subscription form, the choice of the tariff plan, and the acceptance of the terms of the Agreement. Furthermore, the parties declare ex articles 1341 and 1342 of the Italian Civil Code that all the clauses of the Agreement have been individually understood, read and approved.