General Terms and Conditions of Subscription to AccessiWay Services‍

Data:

These General Terms and Conditions of Subscription to the Services of AccessiWay, together with the Order Form and the Terms of Use of the Services constitute the entire agreement between the Parties (hereinafter also the "Subscription Agreement").
The purpose of the Subscription Agreement is to regulate the relationship between the company AccessiWay Srl (VAT number 12419990010), with registered office in Turin (TO) Via Pietro Micca, 20, 10122 (the "Company") and the customer.
Customers who sign the Subscription Agreement confirm that they have read this document and accept its content in full.
The Subscription Agreement is entered into for the benefit of the parties and is binding on the parties themselves, their successors on a universal basis and on a particular basis.
The Subscription Agreement constitutes the full manifestation of all understandings and agreements between the parties in relation to the subject matter and constitutes the sole source of rights and duties between them, superseding and canceling any previous verbal, written and/or concluded agreement through conclusive facts.
In the event of any discrepancy between the provisions of the different documents that make up the Subscription Agreement, the following documents shall prevail in the order indicated:

Order Form;
General Terms and Conditions of Subscription to AccessiWay Services;
Terms of Use of the Services, referred to in this link. Among these terms shall be applicable only and exclusively those referring to the AccessiWay Services actually purchased by the Customer and indicated in the Order Form;

Any terms and conditions entered in the purchase order by the Customer, other than those stated above, shall have no effect and shall be deemed unenforceable, unless Accessiway expressly agrees to such terms in writing. For the avoidance of doubt, the Customer's terms shall not apply, even if Accessiway executes or fulfills a Customer's order without there being an express objection to the terms of purchase referred to herein.
Any communication to be made pursuant to the contract must be made in writing, by registered letter with acknowledgment of receipt, with confirmation of receipt or by certified e-mail to the address accessiway@pec.net
Any tolerance by either party to the conduct of the other party in violation of the provisions contained in this Subscription Agreement shall not constitute a waiver of the rights arising from the violated provisions, nor of the right to require the exact fulfillment of all the terms and conditions provided herein.
The rights and remedies herein are not exclusive, but are in addition to the other rights and remedies available under applicable law.
The headings of the individual clauses have been placed for the sole purpose of facilitating the reading of the contract and, therefore, they should not be taken into account for the purposes of interpreting it.
If any provision of the Subscription Agreement is found by a court or other competent authority to be void or unenforceable, that provision shall be deemed deleted from the Subscription Agreement and the remaining provisions shall remain and continue to remain in full force and effect.
The Company reserves the right to unilaterally update and/or amend the Subscription Agreement, including the Privacy Policy. The updates and changes to the above use will be effective immediately and notices will appear on the www.accessiway.com website and/or be sent to customers' email addresses.

1. DEFINITIONS

For the purposes of these Terms of Use, the following terms, unless explicitly stated otherwise, shall have the following meanings:

"Company": means AccessiWay S.r.l.
"Customer": the company that signs the "Subscription Agreement".
"Parties": means the Company and the Client jointly;
"Subscription Agreement": is the Agreement between the Parties, consisting of all the General Terms and Conditions for AccessiWay Services, together with the Order Form and the Terms of Use of the Services and which regulates the provision of the Accessibility Services;
"Subscription": means the way in which the Company offers its Services;
“P"AccessWidget Manufacturer": AccessiBe Ltd, a company incorporated under Israeli law, having its registered office at Derech Menachem Begin 52 6713701 Tel Aviv-Yafo – Israel.
"AccessDashboard Producer": AccessiBe Ltd, a company incorporated under Israeli law, having its registered office at Derech Menachem Begin 52 6713701 Tel Aviv-Yafo – Israel.
"AccessWidget Software": plug-in software to improve the accessibility of the website for which the Client has purchased the user license (hereinafter also referred to as the "Client's Website"), offered under the AccessiWay brand. It includes all the services related to it such as support, activation and language versions provided through our servers and those of the AccessWidget Manufacturer.
"Accessibility Services": all other services offered by the Company in order to support the Client in the process of adapting to regulatory requirements on accessibility.
"Consultancy": means the Accessibility Service described in this Order Form.
"Training": means the Accessibility Service described in this Order Form.
"AccessDashboard software": management software for monitoring the accessibility of digital touchpoints, offered under the AccessiWay brand. It includes all the services connected to it such as support, activation, add-ons provided through our servers and the Manufacturer AccessDashboard.
"Order Form": means the document containing the description of the license plan(s) and/or Accessibility Services purchased by the Customer.
"AccessWidget License": a "SaaS" software license issued by the Company for No. 1 Customer's web domain/subdomain, subject to and in compliance with these Terms of Use.
"AccessDashboard License": A license to use the AccessDashboard Software with the functionality set forth in this Order Form and subject to these Terms of Use.
"Fee": means the cost for the services requested by the Customer in this Order Form.
"Standard": Indicates the WCAG 2.1 level AA benchmarks.
"Website": means the AccessiWay website at https://www.accessiway.com/
"PDF Remediation Service" means the Accessibility Service described in this Order Form.
"Material" means any documentation, data, information or any other document provided by AccessiWay as part of the Accessibility Services;
"User(s)": means the users who browse the Client's Website.
"Consumer": means the natural person who acts for purposes unrelated to any entrepreneurial, commercial, artisanal or professional activity carried out.
"Activation Fee: means the cost of activating the License, which varies depending on the number of Licenses purchased.
"AccessWidget Language Versions": means all pages other than the primary language of the Client's Website (by way of example dominio.com/en).
"AccessWidget Standard Support": means the support service valid for up to 10 domains which includes: - the modification of the interface;- the presence of a clickable element instead of the trigger;- the custom interface icon;- the dedicated support during installation.

"AccessWidget Premium Support": valid for up to 10 domains, it means everything already included within the AccessWidget Standard Support and:

the presence of the Tooltip;
the presence of the Datalayer;
the possibility of contacting the R&D department directly during working hours;
the possibility of receiving a response to your ticket within 5 working hours of its opening;
high-priority problem solving within the ticketing system.

2. SUBJECT MATTER OF THE SUBSCRIPTION AGREEMENT

The object of the Subscription Agreement is the purchase of the Company's Services which will be indicated in the Order Form.
The Client acknowledges that the Services are purchased in the form of a Subscription for the duration indicated in the Order Form.
The Services will be governed by these General Terms and Conditions of Subscription to the Services of AccessiWay and, specifically, by the Terms of Use of the Services.

3. DURATION AND FEES

The initial term of the Subscription Agreement (referred to as the "Term") is set forth in the Order Form.
The Term will start from the signing of the Order Form itself.
At the end of the Term, the Subscription Agreement will automatically renew, on an annual basis and indefinitely, until the Customer notifies AccessiWay in writing of its intention to terminate the Subscription Agreement. This communication must be sent with a minimum notice of 60 (sixty) days before the end of the current contractual period, by submitting the cancellation form available at this link, to be sent to the email address amministrazione@accessiway.com.
Termination of the Subscription Agreement by the Customer, carried out in accordance with the above, will result in the non-renewal of the Subscription Agreement and the termination of all Services provided by AccessiWay upon expiry, without further obligation for AccessiWay.
The Fee that the Client is required to pay to AccessiWay, for the Term and for subsequent automatic renewals, is indicated in the Order Form.
Once the terms for the payment of the Consideration have expired, the Client is required to pay, in addition to the principal, default interest without the need for formal notice in accordance with the provisions of Legislative Decree 231/2002, without prejudice to the additional costs provided for therein and the greater damage.
The Consideration does not include:

any travel expenses -expressly requested by the customer- (food, accommodation, transfers, etc.), which will be preliminarily budgeted and counted in the final balance;
additional services not expressly included in the Order Form, which may be chosen and purchased by the Client.

Also excluded are costs and out-of-pocket expenses related to hardware and other supplies, hosting, on-site activities or, in any case, outside the headquarters of AccessiWay, and in general anything not explicitly indicated in the Order Form
Customer acknowledges that the digital services industry is subject to rapid technological changes, cost changes and economic fluctuations. Therefore, you agree that the Consideration may, from time to time, be revised and adjusted to reflect such changes. The price revision will be based on the following criteria:

Change in the direct costs incurred for the provision of the services by AccessiWay, including but not limited to software, hardware and the cost of specialized personnel;
Technological innovations or changes in the methods of providing AccessiWay's services that result in an improvement in the efficiency or quality of the services themselves;
Significant changes in the economic environment that affect the cost of AccessiWay's services, such as changes in exchange rates, inflation, or legislative changes.

Any changes in the Fee will be communicated to the Client in advance and will come into force starting from the contractual year following the communication.
If the Client does not intend to accept the change in the Fee, he or she may terminate the contract in the manner referred to in point c).

4. CUSTOMER OBLIGATIONS

The Customer agrees to use the Services covered by the Subscription in accordance with the Terms of Use of the Services.
The Client is required to pay the Fee, within the time frame indicated in the Order Form. In the event of late payment of the Fee, the Company reserves the right to suspend the Subscription at any time.
With regard to the Accessibility Services, the Client undertakes, for the entire duration of the Subscription Agreement, not to implement, directly or through third parties, any form of reversal of AccessiWay's employees or permanent collaborators with whom the Client comes into contact during the execution of the Subscription Agreement, without the prior written authorisation of AccessiWay. In this sense, the transfer of employees or permanent collaborators shall be understood as any proposal for employment and/or collaboration, even occasional, that the Client may make towards AccessiWay personnel, directly or indirectly, through subsidiaries and/or associated companies or companies that control the same, or in any other way and that is made in order to:

Employ AccessiWay's employees or permanent collaborators to carry out similar activities to those performed by such employee or collaborator for AccessiWay, to the detriment of AccessiWay itself; or
Engage in acts of unfair competition pursuant to Art. 2598 c.c, paragraph 3.

The parties agree that the breach of the obligation referred to in letter c) will result in the Client being in default to pay compensation for the damages caused to AccessiWay. To this end, the parties establish the application of a contractual penalty equal to 100% of the RAL of the employee subject to the reversal or equal to 100% of the annual remuneration of the employee subject to the reversal, in addition to compensation for any further damage that non-compliance with this prohibition may cause.
The Client, without prejudice to the provisions of the preceding points, shall indemnify the Company for any sums that the Company may bear and/or be required to incur due to the Client's liability, such as, but not limited to, legal fees, commissions and other costs.

5. LIMITATION OF LIABILITY OF THE COMPANY

Without prejudice to the mandatory provisions of the law, AccessiWay's total liability towards the Client, relating to any damage suffered by the Client, is limited up to an amount equal to the Consideration that the Client is required to pay according to the Subscription Agreement.
AccessiWay shall not be liable in any way for any indirect, consequential or incidental, special, punitive damages, or losses of any kind (profits, contracts, data, etc.) that the Client or any third party may suffer as a result of the Company's Services.
AccessiWay shall also not be liable for damages resulting from:

any operation, information, advice or other behaviour carried out by the Client or the User towards third parties;
intentional or negligent conduct, or disciplinary conduct on the part of the Client or a User;
conduct or acts of third parties, including cyber-attacks, unintended physical intrusions, natural or socio-political events;
failures of the network and/or servers of AccessiWay or in use by AccessiWay due to unforeseeable circumstances, force majeure or the actions of third parties;
failures and/or malfunctions of hardware and/or products, equipment, systems and/or systems, of any kind, in use at the Client's or User's premises, and necessary and/or useful for the operation of one or more components of the Consultancy;
malfunctions and/or unavailability and/or modification of the total and/or partial configuration of the services provided by third parties;
any form of unauthorized access and/or use of the Consultancy;
suspension and/or interruption of the internet connection service by the operator.

The Client acknowledges that AccessiWay may use, in the provision of software and accessibility services, material licensed under an Open Source or other types of free license (by way of example but not limited to: WordPress, OpenCart, Wave, etc.). Therefore, the Client acknowledges that, with reference to these types of material, AccessiWay has no type of responsibility, including the hypothesis of absence of the aforementioned characteristics or other defects of any kind and in general for any direct or indirect damage detected. The material used is in fact used "as is" (as it is at the time of use) without any warranty (implicit or explicit) and without the same being guaranteed to be free of defects (obvious or hidden) or that it violates any rights of third parties. The Client agrees to accept and comply with the terms of the aforementioned licenses.
In case of purchase of the PDF Remediation Service of documents in digital format, AccessiWay is in no way responsible for the content of the PDF files that will be sent by the Client. In particular, the Client acknowledges, accepts and authorizes:

that the documentation sent may be processed by third parties during the remediation process;
that AccessiWay is not responsible for the processing of the documentation subject to remediation and, therefore, the Client agrees to indemnify and hold AccessiWay harmless from any claim for compensation.

6. INTELLECTUAL PROPERTY

The Customer expressly acknowledges and agrees that AccessiWay, by entering into the Subscription Agreement, does not transfer to the Customer any intellectual property rights in AccessWidget. All right, title and interest, including all intellectual property rights in and to AccessWidget, belong to and shall remain the exclusive property of AccessiBe Ltd. Customer solely acquires a non-exclusive, non-transferable, revocable right to use AccessWidget in accordance with the terms of this Agreement.
AccessiWay grants Customer a limited, non-exclusive, non-transferable license to use AccessWidget, solely for its internal and legitimate business purposes, in accordance with the terms and conditions set forth in this Agreement. This license does not include the right to perform any of the following actions without the prior written consent of AccessiBe: modify, reverse engineer, decompile, create derivative works of, distribute, license, rent, sell, lease, transfer, or otherwise make available AccessWidget to any third party.
The Client further acknowledges that any Materials shall remain the property of AccessiWay. Customer is granted a limited, revocable, non-exclusive, non-transferable license to such Material for use solely in connection with the Accessibility Services provided by AccessiWay, and such materials may not be used for any other purpose. This license does not include the right to create derivative works or to use the Materials for the creation of Customer-branded services.
Customer agrees not to disclose, distribute, make available, share or otherwise transfer to any third party the Materials without the prior written consent of AccessiWay. Any unauthorized use of the materials by the Client will constitute a violation of AccessiWay's intellectual property rights.
In the event of a violation by the Client of the provisions relating to intellectual property as specified in this Article, AccessiWay reserves the right to claim compensation for damages suffered as a result of such violation.
Customer agrees that the provisions of this Section shall survive the termination or expiration of this Agreement for any reason.

7. FORCE MAJEURE

In the event of a force majeure event, the party that is prevented from performing its obligations shall notify the other party within three (3) business days providing all relevant particulars and shall use all reasonable endeavours to remedy the situation immediately.
Neither Party shall be liable for any failure to perform its obligations under the Contract to the extent that performance has been hindered, delayed or prevented by a force majeure event communicated in accordance with this clause and the time of performance of the impeded obligation(s) will be postponed accordingly.

8. PERMISSION TO USE THE BRAND

By subscribing to the Subscription, the Client authorizes AccessiWay to use its trademark and logo free of charge as a commercial reference and for promotional activities through AccessiWay's communication channels.

9. ASSIGNMENT OF RIGHTS

The Company reserves the right to transfer its rights and obligations under these Terms of Use to a third party, provided that the Client's rights are not adversely affected. In any case, the Client will be notified of the transfer.

10. CONFIDENTIALITY AND PROMOTION

Each party is required, even during the course of the relationship, to keep confidential and confidential information received and to keep it with security measures and a degree of care not inferior to those applied to its own confidential information, ensuring adequate protection against unauthorized dissemination, reproduction or use. Confidential and confidential information means information expressly marked by the Parties as such or which, by its nature, is to be considered as such.
In no way, therefore, each party shall be authorized to disseminate and/or disclose the confidential and confidential information of the other party, binding itself to the utmost confidentiality and security in the processing of data, information, documents, procedures and/or any other confidential and/or confidential information relating to the activities of others or even indirectly connected to them.

11. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

These general terms and conditions of use are subject exclusively to Italian law.
The Court of Turin has exclusive jurisdiction, derogating from the jurisdiction of any other court, for any dispute arising from the License, the interpretation and evaluation of the Subscription Agreement.

Pursuant to and for the purposes of art. 1341 and 1342 of the Italian Civil Code, the Client expressly approves the following articles:

AccessiWay Services General Terms and Conditions: Points 7 and 13 of the Preamble; Art. 3; Art. 4; Art. 5; Art. 6; Art. 8; Art. 9; Art. 11;
Terms of Use for AccessiWidget: Point 4 of the Premises; Art. 1; Art. 2; Art. 4;
Terms of Use for AccessDashboard: Point 2 of the Premises; Art. 2; Art. 3;
Terms of Use for Accessibility Services – Consultancy: Art. 1; Art. 3;
Terms of Use for Accessibility Services – Training: Art. 1; Art. 3;
Terms of Use for the Remediation of PDFs: Art. 1; Art. 3; Art. 4.