The Bönninghausen Repertory (TBR 2.1 )
software cloud-based subscription service
Welcome to Hahnemann Institute Sydney (HIS) online (cloud based) subscription service for The Bönninghausen Repertory (TBR 2.1 ) software provided strictly and exclusively under the following terms and conditions by which the Subscriber to this service agrees to be bound.
- Access Credentials:
- the authentication system through which it is possible to access and use the Software to use the Cloud Services, including identification codes and access keys associated with each Subscriber.
- the General Conditions, relative attachments, Supplementary Conditions, the Subscription, any technical documentation, subscription forms, and online instructions delivered to the Subscriber for use of the software.
- technical support provided at the request of the Subscriber offering possible technical solutions to ensure the correct use of the Cloud Services.
- Cloud Infrastructure:
- the cloud system owned by HIS or third parties that hosts the Software.
- Cloud Services:
- means the services provided by HIS to the Client through the latter's access and use of the Software.
- the connection to the Data Centre made by the Subscriber through a telecommunications network or the Internet.
- Data Centre:
- the service centres that host the interconnected servers, owned by HIS or third parties, on which the Cloud Infrastructure resides.
- the moneys paid by the Subscriber to HIS for the provision of the Cloud Services.
- Hahnemann Institute Sydney,George and Jacqualine Dimitriadis,410 Church StreetParramatta NSW 2150,Sydney, Australia
- Intellectual Property:
- means any intellectual and/or industrial property right, registered or unregistered, in whole or in part, anywhere in the world, such as, by way of example and not limited to, trademarks, patents, utility models, designs and models, domain names, know-how, works covered by copyright, databases and software (including, but not limited to, its derivations, source code, object code and interfaces).
- has the meaning set out in paragraph 10.2.
- New Product:
- has the meaning set out in paragraph 12.1 (b).
- Obsolete Product:
- has the meaning set out in paragraph 12.1 (a).
- means, jointly, HIS and the Subscriber.
- means the subject/s identified by HIS who collaborate to provide the Subscriber with Cloud Services and/or Assistance.
- Personal Data Protection Legislation:
- indicates any further implementing rules and/or regulations pursuant to the current regulations issued by the competent supervisory authorities and retains binding effect.
- means software-as-a-service.
- a company or natural person identified in the Subscription.
- the form or coupon, in electronic or paper format, completed and accepted (also online) by the Subscriber and containing some terms and conditions specifically applicable to the Cloud Services indicated in the Subscription itself. It is understood that in case of discrepancy between the terms and conditions indicated in the Subscription and the provisions of the General Conditions and/or the Supplementary Conditions, the provisions of the Subscription will prevail. The prior payment of the Consideration in relation to the monthly or annual service implicitly has the validity of a Subscription for the exploitation of an access license to software and cloud services for the selected period.
- Supplementary Conditions:
- means any autonomous contractual conditions governing the supply by HIS of certain specific Cloud Services which will prevail over the General Conditions.
- specifically TBR 2.1 software products owned by HIS, specifically identified in any Supplementary Conditions and in the Subscription and hosted on the Cloud Infrastructure, possibly updated and/or modified following Updates and Developments.
1. Scope of application
- These General Conditions apply to the Subscriber and to the provision of the specific Cloud Service by HIS. These General Conditions also apply to all Updates and Developments, unless they are governed by separate and autonomous Supplementary Conditions.
- HIS reserves the right to make available, at its sole discretion, the “TBR 2.1 software” (Software) accessible via Remote Desktop Protocol (RDP) technology to allow the Subscriber to use the functions determined by the license identified in the Subscription, through proprietary devices or in any case available to the Subscriber. The Subscriber is aware and accepts that not all the Software features may be usable and that the catalog of such features may be changed by HIS at its sole discretion at any time and without notice. The Subscriber acknowledges and accepts that the use of the Software is fully governed by the terms and conditions of this Agreement, it being understood that the relevant License (s) are non-exclusive, non-transferable and temporary.
- All Intellectual Property Rights relating to the Software are and remain the exclusive property of HIS.
- Unless otherwise provided in the Subscription, the Software will be made available on the website hahnemanninstitute.com, tbr2.it, tbr2.net. HIS assumes no responsibility for any malfunctions, total or partial, of the Application (App.) resulting from the failure of the Subscriber's mobile device to comply with the minimum technical requirements, which requirements will be indicated and made available on the identified websites.
- The Agreement is considered finalised at the time of sending by HIS the confirmation of activation of the Cloud Services to the email address provided by the Subscriber during the registration process, in full acceptance of these General Conditions.
2. Cloud Services
- Under this Agreement, upon payment of the Fees, HIS will provide Cloud Services indicated in the Subscription. The Subscriber will be able to use the Cloud Services exclusively by accessing and using the related Software in Saas mode.
3. Subscriber Obligations
- Under this Agreement, the Subscriber undertakes to:
- pay HIS the Fees due pursuant to Article 7;
- autonomously acquire hardware and software material, as well as an adequate Connectivity in order to be able to access the Data Centre and use the Software;
- autonomously adapt the characteristics of its IT systems and Connectivity to any changes, replacements and corrections that may be made to the RDP Software after the conclusion of the Agreement;
- use the Software and/or Cloud Services in a manner compliant with the License and solely for the purposes for which they are intended;
- provide HIS with all the information necessary to allow HIS a correct and complete fulfillment of the obligations assumed under this Agreement, as well as to immediately communicate any related changes;
- provide HIS with all the identification data necessary in order to use the Software correctly, undertaking to update them promptly, where necessary, ensuring that the aforementioned data provided is correct, up-to-date and truthful.
4. Access Credentials
- The Subscriber will be able to use the Software and related Cloud Services activated through the Access Credentials as set by the Subscriber at the time of registration.
- The Subscriber must not provide Access Credentials to third parties as this would allow unsubscribed unauthorised use of the Software and Cloud Services and access to any information stored there. The Subscriber is held solely responsible for any use, authorised or otherwise, of the Software through the Access Credentials.
- The Subscriber is required to hold their Access Credentials with the utmost confidentiality and with the utmost diligence, undertaking not to transfer them or to allow their use to unauthorised third parties.
- HIS, and/or its Partners will in no case be held liable for any loss or damage, direct or indirect, that may arise as a result of:
- failure to comply with the provisions referred to in this article.
- circumstances unforeseen and/or beyond the control of HIS and/or its Partners
- Upon payment of the Fees, HIS will provide the Subscriber with an Assistance service, in accordance with the times and methods published on the HIS website.
- The Subscriber acknowledges and accepts that the Assistance service will only be provided remotely, expressly excluding any direct intervention on the Subscriber’s computer systems.
- No assistance of any form shall be provided for any third party not specifically identified in the Subscription as the Subscriber.
6. Updates and Developments
- The Subscriber acknowledges and accepts that, where deemed appropriate at the sole discretion of HIS, the Updates and Developments may result in:
- modification or removal of some features of the Software; or
- of replacements or migrations (even partial) of the Software and related Cloud Services.
- The Subscriber exempts HIS (and, in any case, HIS) from any liability related to any inconvenience, loss, or damages resulting from potential Updates and Developments, unless evidently caused by willful misconduct or gross negligence of HIS.
- Updates and Developments do not include updates, supplements, adaptations, developments, improvements and modifications generally made necessary by the modification, integration, repeal or issue of laws, decrees, regulations, directives, orders or international decisions which, at the sole discretion of HIS, have a significant impact on the operation and/or costs of HIS and/or on the structure of the Software or make substantial or structural changes to the legislation in force on the date of the Agreement.
- In exchange for providing the Cloud Services, the Subscriber undertakes to pay the Subscription Fees to HIS, according to the methods and timings provided therein. In the absence of an express provision in the Subscription, the Fees must be paid by the Subscriber at the time of signing the Agreement in advance of the period of use of the Cloud Services. Subsequently, in accordance with the law, a regular invoice will be issued by HIS. All the Fees are calculated net of VAT or GST or other legal obligations.
- The Subscriber acknowledges and expressly accepts that the Fees are subject to annual adjustment to the extent of 100% of the increase in the ISTAT Consumer Prices Index, calculated as an average of the last twelve months.
- The Subscriber acknowledges that the Software and related Cloud Services are subject, by their very nature, to constant technological and regulatory evolution that requires continued and significant and costly activities of updating, development and, in some cases, replacement, in order to to guarantee their functionality. For this reason HIS will have the right to modify the Fees even in excess of the ISTAT Consumer Prices Index in the manner set forth in Article 15.
- If, during the execution of the Agreement, unforeseeable circumstances arise such as to make the provision of the Cloud Services by HIS more costly, the latter will have the right to receive a reasonable one-off fee or to unilaterally modify the Fees in the manner set forth in Article 15.
- In the event of non-payment or delay in payment of any money due under the Agreement, the Subscriber will automatically forfeit the benefit of the term. In this case, without prejudice to the provisions of paragraphs 19.1 and 19.2 below, HIS will also have the right to service), and/or
- suspend any performance due under any other contracts in place with the Subscriber (including the right to inhibit the use of the software licensed under these contracts and to suspend the provision of any related
- withdraw from any such other contracts at any time.
- The Subscriber has no right to offer argument or raise objections without first having fulfilled his payment obligations pursuant to this article.
- HIS will notify the Subscriber of the termination of the contractual relationship between HIS and the Distributor;
- starting from the date of receipt of the communication referred to in (i) above, the Subscriber must pay the Fees directly to HIS according to the terms and methods indicated in the same communication;
- any contract between the Client and the Distributor with respect to the Cloud Services will be assigned by the Distributor to HIS;
- the Subscriber gives his consent from now on to the transfer referred to in letter (iii) above.
- The Parties are strictly prohibited from any form of communication and/or disclosure, even through third parties and/or bodies, of any news or information learned and/or documentation obtained during the execution of the Agreement and that HIS has classified as “private” or “confidential”, even if they are not actual industrial secrets, whether these pertain to the Parties or to their customers and/or suppliers, except:
- when expressly required for the implementation of the Agreement;
- with an expressly written authorisation of the other Party;
- when obliged by law and/or provision of the administrative and/or judicial authority.
- Except in the event that the information and/or documents referred to in paragraph 8.1 constitute secret information, the prohibition referred to in the previous paragraph will remain unconditionally firm even after the termination of the Agreement, for any cause, for the subsequent period of 3 (three) years, deemed appropriate by both Parties, without prejudice to any information falling into the public domain that is not attributable to the Parties.
- HIS, in fulfilling its obligations under the Agreement, may make use, at its sole discretion, of the technical, organisational and commercial cooperation of its Partners, to whom it may entrust the performance of some or all of the activities listed in these Conditions General and/or in the Subscription.
10. Intellectual Property
- All Intellectual Property rights, including related economic exploitation rights, in the Cloud Infrastructure, Software, Sites, Cloud Services, documentation, Updates and Developments, preparatory works and derivative works are and remain, in whole and in part and everywhere in the world, the exclusive property of HIS and/or Partners identified in the Subscription, in the Supplementary Conditions or in the supporting technical documentation.
- For the sole purpose of allowing the use of the Cloud Services indicated in the Subscription, HIS grants the Subscriber a non-exclusive, non-transferable, temporary and limited license to use the related Software for a single user. The Subscriber undertakes to use the Software within the strict limits of the License and in compliance with the Intellectual Property rights of HIS and/or its Partners. Therefore, by way of non-exhaustive example and in any case without prejudice to the mandatory limits of the law, the Subscriber will not attempt to:
- circumvent the technical limitations and technological protection measures contained in the Software, including the authentication system;
- reverse engineer, decompile or disassemble the Software;
- reproduce, modify, adapt, customise the Software or create derivative works thereof;
- make or have copies of the Software;
- publish or have the Software published;
- use the Software outside the Cloud Infrastructure;
- market or distibute the Software or its content for any reason whatsoever.
- HIS (and/or, where appropriate, its Partners referred to in paragraph 10.1 above) retain all rights on trademarks, logos, names, domain names and other distinctive signs associated with the Cloud Infrastructure, Software and/or Cloud Services, with the consequence that the Subscriber may not in any way use them without the prior written authorisation of HIS (and/or its Partners).
11. Subscriber Responsibilities and Declarations
- By accepting these General Conditions, the Subscriber declares they:
- have all the rights and authority necessary to enter into and fully and effectively exercise the Agreement and to
- intend to use the Software (including any Updates and Developments) and Cloud Services provided by HIS as part of their business, commercial, or professional activity.
- The Subscriber undertakes to ensure compliance with the provisions of the Agreement. The Subscriber is considered solely responsible for their own conduct and shall also guarantee compliance with all applicable regulations, including tax and civil laws.
- It is prohibited to use the Software, Cloud Services and/or Updates and Developments in order to deposit, store, send, publish, transmit and/or share data, applications or IT documents that:
- conflict with or violate the Intellectual Property rights owned by HIS and/or third parties;
- have discriminatory, defamatory, libelous or threatening content;
- contain material that is pornographic, obscene or otherwise contrary to public morality;
- contain viruses, worms, Trojans or other contaminating or destructive computer elements;
- constitute spamming, phishing and/or similar activities;
- are in any case contrary with the applicable laws and/or regulations.
- HIS reserves the right to suspend the provision of Cloud Services and access to the Software to the Subscriber and to prevent access to the data stored therein, if it becomes aware of a violation of the provisions of this article and/or an express request is made to this effect by a judicial or administrative body based on current regulations. In this case, HIS will notify the Subscriber of the reasons for adopting the suspension of access, without prejudice to the right to terminate the Agreement pursuant to article 19 below.
- The Subscriber acknowledges that the Software, Updates and Developments and/or Cloud Services may contain and/or require the use of so-called open source software and undertakes to observe the terms and conditions specifically applicable to them. Where necessary, these conditions will be made appropriately known to the Subscriber by HIS.
12. Withdrawal from the market and replacement
- The Subscriber acknowledges that the Software, Cloud Services and the environments in which they operate are subject, by their nature, to constant technological evolution which can determine their obsolescence and, in some cases, the opportunity for withdrawal from the market and, possibly, a replacement with new technological solutions. HIS may therefore decide, at its sole discretion, during the duration of this Agreement, to withdraw the Cloud Services and/or related Software from the market (possibly replacing them with new technological solutions), in such event:
- HIS will provide the Subscriber with written notification (and/or by email) with at least six months’ notice, that it intends to withdraw one or more Cloud Services and/or related Software (each of them the “Obsolete Product”);
- the Withdrawal Notice referred to in point (a) above will contain a description of any new Cloud Service and/or Software (the “New Product”) that will replace each Obsolete Product, it being understood that the New Product may be based on technologies other than those of the Obsolete Product;
- if the Obsolete Product is not replaced by any New Product, the Agreement with respect to the Obsolete Product will cease to be effective on the date indicated by HIS in the Withdrawal Notice (in any case not earlier than the last day of the sixth month following the date of the Withdrawal Notice); starting from that date, the Obsolete Product will cease to be supplied and the Subscriber will be entitled to a refund of any portion of the Fees already paid for the period in which he will not be able to use the Obsolete Product;
- if the Obsolete Product is replaced with a New Product, the Subscriber will have the right, exercisable within 15 days from the date of the Withdrawal Notice, to withdraw from the Agreement with reference only to the Obsolete Product with effect from the last day of the sixth month subsequent to the date of the Withdrawal Notice (date from which the Obsolete Product will cease to be supplied) it being understood that, otherwise, the Agreement will continue in effect (with the express exception of what is specifically indicated in the Withdrawal Notice) with reference to the New Product and any reference to the Obsolete Product must be understood as referring to the New Product.
- The Subscriber undertakes to indemnify and hold HIS blameless for any loss, damage, claim, liability and/or burden, direct or indirect and including reasonable legal fees, that HIS should suffer or bear as a result of the Subscriber’s failure to comply with each of the obligations established by the Agreement and, in particular, the provisions of articles 3 (Subscriber Obligations), 4 (Access Credentials), 8 (Confidentiality), 10 (Intellectual Property), 11 (Subscriber Responsibilities and Declarations), 12 (Withdrawal from the market and replacement) 21 (Code of Ethics) and 24 (Transfer of the contract and prior authorisation).
14. Liability of HIS
- HIS (and/or its Partners) makes no claims, express or implied, nor warranties that the Cloud Services, Software and/or Updates and Developments are suitable to meet the specific needs of the Subscriber, that they are free from errors or have functionality not provided for in the technical specifications and related documentation.
- HIS (and/or its Partners) cannot be held liable for loss or damages, direct or indirect, of any nature and extent, which may arise as a result of the use of the Cloud Services, Software and/or Updates and Developments in a manner that does not comply with the provisions of the Agreement and/or the laws in force.
- HIS (and/or its Partners) will not be in any way responsible for any malfunctions and/or failure to use the Cloud Services, Software and/or Updates and Developments that derive from inadequate Connectivity with respect to their technical requirements.
- Under no circumstances can HIS (and/or its Partners) be held liable for any damages or losses, of any nature or magnitude, resulting from the work peformed by the Subscriber in using the Cloud Services, Software and/or Updates and Developments, being in any case, the Subscriber alone is required to verify the correctness of such work.
- Unless it is necessary to comply with legal provisions and/or requests from the judicial authority, HIS is under no obligation whatsoever to verify the data and content entered by the Subscriber in the Cloud Infrastructure through the Cloud Services and, therefore, cannot in any way be held liable for damages and/or losses, direct or indirect and of any nature whatsoever, deriving from errors and/or omissions of such data or connected to their nature and/or character.
- HIS, without prejudice to the mandatory legal limits, will in no case be held responsible for any damage (direct or indirect), cost, loss and/or expense that the Subscriber may suffer as a result of cyber attacks, hacking activities and, in general, abusive and unauthorised access to the Data Centre, the Cloud Infrastructure, the Software and, in general, the IT systems of the Subscriber and/or HIS, from which they may suffer, including but not limited to, the following consequences:
- failure to use the Cloud Services;
- loss of ownership data or in any case in the Subscriber’s availability; and
- damage to the hardware and/or software systems and/or to the Subscriber’s Connectivity.
- Except in the case of evident willful misconduct or gross negligence, the liability of HIS may never exceed the amount of the Fees paid by the Subscriber pursuant to this Agreement in the year in which the event from which the liability of HIS arises occurred. HIS cannot be held liable for any loss of profit, loss of earnings or indirect damage, loss or damage to data, downtime, loss of business opportunities or other benefits, payment of penalties, delays or other liabilities of the Subscriber towards third parties.
- It is understood by all Parties to this Agreement that the foregoing may in no way limit or waive the mandatory provisions of the law provided for by the applicable legislation, including the responsibilities and obligations established by the Personal Data Protection Legislation.
- The Subscriber acknowledges and accepts HIS (and/or its Partners) have exercised due diligence and utmost care in producing the Software and providing the Cloud Services as a tool to assist accurate prescribing for the homœopathic professional, and herein removes HIS (and/or its Partners) from any responsibility or liability causing inconvenience or loss or damage which may result from unforeseen or unpredicted events.
15. Unilateral Changes
- Considering the high technical and regulatory complexity of the sector in which the products and services offered by HIS operates, also considering that this sector is characterised by continuous technological and regulatory evolutions and market needs, and finally considering that, as a consequence of the above, the need arises periodically for HIS to adapt its organisation and/or technical and functional structure of the products and services offered, the Subscriber accepts that the Agreement may be modified by HIS at any time, giving simple written communication (also via email or with the aid of computer programs) to the Subscriber. Such changes may relate to:
- adjustments made to the technical and/or functional structure of the products and services offered;
- the adjustments made to the organisational structure of HIS;
- the fees due by the Subscriber, which take into account the adjustments referred to in points a. and b. above.
- In such case, the Subscriber will have the right to withdraw from the Agreement by written communication to HIS by email within 15 days of receiving the communication from HIS referred to in the preceding paragraph.
- Should the the Subscriber fail to exercise the right to withdraw, within the terms and in the manner indicated above, the changes to the Agreement shall be considered definitively known and accepted by the latter and will become definitively effective and binding.
16. Suspension and interruption
- HIS shall make every reasonable effort to ensure maximum availability of the Cloud Services. The Subscriber however acknowledges and accepts that HIS may suspend and/or interrupt the provision of the Cloud Services, upon written notice to the Subscriber, should ordinary or extraordinary maintenance be required to the Data Centre and/or the Cloud Infrastructure. and/or the Software. In such cases, HIS undertakes to restore the availability of the Cloud Services as quickly as possible.
- Except as provided in paragraphs 11.4 and 19.2, HIS also reserves the right to suspend or interrupt the provision of the Cloud Services:
- in the event of total or partial non-payment or delay in payment of the Fees;
- for reasons of security and/or confidentiality;
- in case of violation, by the Subscriber, of the legal obligations regarding the use of IT services and the internet;
- in the event that problems arise in the Data Centre and/or the Cloud Infrastructure and/or the Software that cannot be remedied without suspending the relative access, including the hypothesis of relative replacement and/or migration, even partial, in any case, subject to written notice to the Subscriber providing the reasons for the suspension and the expected intervention times.
- Except as otherwise provided in the Subscription and without prejudice to the provisions of the following paragraphs, the Agreement will be valid:
- in the case of an annual subscription up to the 365th (three hundred and sixty-fifth) day following the date on which the Subscriber has made the payment of the Fees. Tacit renewal is allowed if not expressly indicated.
- nel caso di abbonamento mensile fino al 30° (trentesimo) giorno successivo alla data in cui il Cliente ha effettuato il pagamento dei Corrispettivi. E' ammesso il tacito rinnovo ove non espressamente indicato.
- in the case of a monthly subscription up to the 30th (thirtieth) day following the date on which the Subscriber has made the payment of the Fees. Tacit renewal is allowed if not expressly indicated. The Subscriber has the right to interrupt the use of the service under point 17.a at any time without additional costs. The Subscriber acknowledges that each Fee paid is to be considered relative to the chosen period and non-refundable except for any fraud attributable to HIS. In the latter case, the Subscriber will be issued a refund for the unused period, calculated on a daily basis.
- in the case of an annual subscription up to the 365th (three hundred and sixty-fifth) day following the date on which the Subscriber has made the payment of the Fees. Tacit renewal is allowed if not expressly indicated.
- Upon discontinuing payment of the Fees, the prescriber will no longer be able to use the Software, but will retain access to the Cloud Service for a period of 6 (six) months (the “Stand-by Period”) during which time they may extract a copy of their data, documents and/or contents, but after this period HIS will delete them in accordance with the provisions under 20.3, without prejudice to the possibility for the reactivation of their Subscription by paying the Fees.
- The Subscriber acknowledges and accepts that, in the event the Agreement has been entered into within 30 (thirty) days of the termination of an existing Agreement (the Terminated Agreement), the term of Agreement shall commence from the date of termination of the Terminated Agreement.
- Unless otherwise specified in the Subscription, the Subscriber is granted an initial period of free use of the Software (“Trial Period”) for the duration indicated on the HIS website, after which time they will be required to pay the Fees in accordance with the Agreement in order to continue using the Software. At the end of the trial period, if the Fees have not been paid, the Subscriber will no longer be able to use the software, but will retain access to the Cloud Service for a period of 6 (six) months (Stand-by Period) during which time they may extract a copy of their data, documents and/or contents, but after this period the Agreement will be automatically terminated and HIS will delete all such data and documents in accordance with the provisions under 20.3, without prejudice to the possibility for the reactivation of the Subscription by paying the Fees for use of the Software. The Subscriber acknowledges and accepts that at the expiration of the Trial Period they will not again be able to take advantage of furtherTrial Periods, even in the event of subsequent signing of a new Contract, for the 12 (twelve) months following the expiration of the first Trial Period.
- HIS reserves the right to withdraw from this Agreement at any time, with written communication to be sent to the Subscriber with at least 30 (thirty) days’ notice.
- In the event that HIS exercises its right of withdrawal for reasons other than those referred to in the following paragraph, the Subscriber will be entitled to a refund of the amount of the fee already paid for the period of non-use of the Cloud Services.
- HIS also reserves the right to withdraw from the Agreement by means of simple written communication with immediate effect, in the event of the Subscriber’s breach of one of the obligations assumed by the Subscriber in any of the possible additional contracts concluded between the same Subscriber and HIS (or a Distributor), obligations whose non-fulfillment constitutes cause for termination of any such additional contracts.
19. Express termination clause and disqualification from the Cloud Infrastructure
- Without prejudice to compensation for damages, HIS reserves the right to terminate the Contract following a simple written communication in the event of non-fulfillment by the Subscriber of even one of the provisions: 3 (Subscriber Obligations), 4.3 (Access Credentials), 7.1-7.5 (Fees), 8 (Confidentiality), 10 (Intellectual Property), 11.1-11.2-11.3 (Subscriber Responsibilities and Declarations), 12 (Withdrawal from the market and replacement), 13 (Indemnity), 21 (Code of Ethics) and 24 (Transfer of the contract and prior authorisation).
- Without prejudice to the Subscriber’s obligation to pay the Fees referred to in Article 7, HIS also reserves the right to interrupt the provision of Cloud Services to the Subscriber at any time in the event of:
- failure by the Subscriber to fulfill one of the obligations referred to in paragraph 19.1;
- non-fulfillment of one of the obligations assumed by the Subscriber in any of the possible further contracts concluded between the same Subscriber and HIS (or a Distributor), obligations whose non-fulfillment constitutes cause for termination of any such additional contracts. In such cases, HIS will notify the Subscriber of its intention to interrupt the provision of the Cloud Services, inviting the Subscriber, where possible, to remedy the breach within a certain period. In any case, the Subscriber remains obliged to pay the amount due even in the event of an interruption in the provision of the Cloud Services.
20. Effects of termination of the Agreement and restitution
- In the event of termination of the Agreement, for any reason whatsoever, HIS will immediately and definitively cease the provision of the Cloud Services to the Client.
- Without prejudice to the provisions of paragraph 20.1, following the termination of the Agreement, for whatever reason, the Subscriber will have the right to extract a copy of their data, documents and/or contents through the functionality of the Software for a period of 6 (six) months from the date of termination of the Agreement. Alternatively, the return of such data, documents and/or contents may be requested by the Subscriber through automated delivery methods to be agreed upon, upon payment of a specified fee.
- Unless otherwise agreed between the Parties, where the Subscriber has not downloaded or requested the return of the data, documents and/or contents within the period referred to in paragraph 20.2, HIS will permanently delete them in compliance with the relevant legal obligations.
- In any case, it is understood that the following provisions will survive the termination, for whatsoever reason, of the Agreement: 1 (Scope of the General Conditions), 7 (Fees), 8 (Confidentiality), 10 (Intellectual Property), 11 (Subscriber Responsibilities and declarations), 12 (Withdrawal from the market and replacement), 13 (Indemnity), 14 (Responsibility of HIS), 21 (Code of Ethics), 22 (Communications), 23 (Applicable law and exclusive forum), 25 (Novative effect), 26 (Tolerance), 27 (Invalidity and partial ineffectiveness).
21. Code of Ethics
- The Subscriber undertakes not to use or attempt to use the Cloud service for purposes related to point 11.3 and which in any case are the subject of a civil or criminal offense.
- All communications to the Subscriber relating to the Agreement may be made to the email address communicated by the Subscriber in the Subscription (or the online forms). It is understood that it will be the Subscriber’s responsibility and responsibility to communicate any changes in relation to the email address identified by the Subscriber for all communications.
23. Applicable law and exclusive court
- This Agreement shall be governed by and interpreted in accordance with Australian law.
24. Transfer of the contract and prior authorisation
- Except with the prior written authorisation of HIS, it is prohibited for the Subscriber to transfer the Agreement, in whole or in part.
- The Subscriber hereby agrees to the transfer by the Distributor to HIS (or to another Distributor identified by HIS) of the contract concerning the Cloud Services that may exist between the Subscriber and the Distributor that has ceased, for whatever reason, to be a authorised HIS distributor.
- Any relevance of previous individual agreements between the Parties with reference to the subject matter of the Agreement, which are understood to be absorbed and exhaustively superseded by the provisions of the Agreement, is excluded.
- Any failure to assert one or more of the rights provided for in the Agreement shall not in any case be understood as a definitive waiver of these rights and shall therefore not prevent them from being promptly and rigorously enforced at any other time.
27. Invalidity and partial ineffectiveness
- Any invalidity or ineffectiveness of any of the terms of the Agreement will leave the other legally and functionally independent agreements intact.
28. Treatment of personal data and sensitive data
- The Parties acknowledge and mutually agree that the signing of this Agreement and the execution of the Cloud Services will involve the collection and processing of the Subscriber’s personal data by HIS for the purposes necessary for the execution of the aforementioned Agreement and in compliance with Personal Data Protection Legislation and any other applicable legal provisions. HIS, as data controller, undertakes to process such data as reported in the information issued by HIS and available on the company website.
- It is understood that the Subscriber is the data controller, with respect to the respective national or international legislation, of the Personal Data of Third Parties to which HIS will have access for their processing as described in the specific “Privacy” page of the site. The Parties agree to comply with the provisions of the “Privacy” document.
- With respect to the Personal Data of Third Parties, the Subscriber will remain fully responsible for the fulfillment towards the interested parties of all the obligations provided for by the respective national or international legislation regarding the protection of Personal Data applicable to it as data controller. HIS assumes no responsibility for the consequences resulting from the Subscriber’s failure to comply with the obligations imposed on them as data controller, except as a result of and within the limits of possible violations committed by HIS itself.