Legal Notes and Use of the Site
Openapi Srl, a company under Italian law, with registered office in Viale Filippo Tommaso Marinetti 221 00143 Rome, tax code / VAT number and registration number with the Register of Companies of Rome 12485671007 (below also referred to as "Openapi"), in the person of the pro-tempore Legal Representative, Dr. Luca Scuriatti
And the Partner company
- subscribers to this agreement will have access to the Openapi sales platform for the purchase of services and products;
- the partner company will be free to resell these products to the end customer;
- Openapi will guarantee the maintenance of the prices indicated except for exceptional events that cannot be controlled (changes in taxation, VAT increases, etc.);
All of this stated, under the Terms and conditions of the Agreement, the Parties agree as follows:
Article 1 - Premises, Definitions, Interpretation
- Premises. The Premises are an integral and substantial part of the Agreement.
- Definitions. The Definitions used in the Agreement have the meaning attributed to them in Article 2 and are recognizable by the use of the initial capital letter.
- Gender and Singular and Plural. Any reference in the Convention to words of either male or female gender shall include either gender, and words in the singular shall include the plural and viceversa, unless otherwise specified.
- Contrary Interpretation. Each Party to the Agreement shall in any case be interpreted as a whole in accordance with the proper meaning and without giving rise to any presumption that its terms should be interpreted more restrictively with respect to one Party than the other.
Article 2 - Definitions
Partner Company: Companies that sign the service resale contract
Agreement: the present Private Scripture.
Effective Date: The date on which the Agreement between the Parties becomes effective, that corresponds to the date specified in Article 7.
Expiry Date: as defined in Article 7.
Company: Openapi, with registered office in Viale Filippo Tommaso Marinetti 221 00143 Rome, tax code, VAT number and registration number with the Register of Companies of Rome 12485671007.
Article 3 - Main object of the Agreement
The agreement is based on the free use by the partner of an integrated platform for the purchase, activation and management of services or products.
This agreement therefore leaves the parties totally free to manage this agreement as a secondary activity, in mutual respect of the activities to be carried out.
Article 4 - Commitments of the Company
The Company is committed to:
- Provide access to the platform and ensure its proper operation
- Give training support for the best knowledge of the products
- Give support to the Partner for problem solving
Article 5 - Commitments of the partner
The Partner company is committed to:
- Promote the services sold to its customers
- Ensure ethical behavior towards the clients presented
- Guarantee assistance and help customers on topics of its knowledge
- Report any improvements to Openapi in order to guarantee the best service possible
Article 6 - Economic conditions and responsibility
- The platform handles all transactions with prepaid systems. To this end, the partner is required to always check his credit thresholds in order to avoid problems on detachments due to lack of credit.
- The partner is responsible for the services provided to the end customer, any problems or penalties following detachments on fee-based services due to lack of credit on the platform shall in no way be attributable to Openapi. The system has a system of alerts for such situations to ensure the right working peace for the Partner
- The partner will be granted additional discounts related to the incentive by objectives. These discounts may be permanent or occasional.
- Openapi reserves the right to make promotions or discounts even for limited periods of time
Article 7 - Terms of service
Below there is a set of conditions that the customer has to observe in order to maintain the contract.
The customer is informed that any violation of these conditions may result in the blocking of individual services or the temporary or permanent blocking of the account.
1. Rate limit: Openapi provides synchronous services to ensure optimal service times for all customers. Exceeding the imposed rate limit results in an initial 'slow down' warning response with an error signal (429 Too Many request), repeated exceedance of which may result in the customer's account being blocked.
To prevent abuse and ensure service stability, all API requests have a rate limit.
Rate limits specify the maximum number of API calls that can be made in a predefined time period.
The daily limit varies depending on the API endpoint you are using. Standard rate limits are not published in the documentation. You can look up the rate limit for any endpoint.
2. Occasional massive data usage: OPENAPI exposes services for synchronous and instantaneous data usage. If the customer needs an occasional massive activity (e.g. data remediation, massive data checks, onboarding new portfolios etc.) to comply with the rules of good behaviour he must set up in his system a call forwarding within the service rate limit.
Improper use with massive calls may result in the slowing down of responses in an initial phase and then lead to a 429 (Too many request) report until the account is suspended. The customer must request, as indicated in the following chapter, any customisation of the rate limits if he needs to increase service thresholds.
3. Customised rate limit: Upon request, rate limits can be raised for individual customers, but subject to approval, quotation and technical verification.
4. Free services: All free services can be used observing the rules of good usage (e.g. 1000 calls per day). If the customer uses these services beyond the good usage limit, a charge will be made for the use of the service.
5. Tokens: The opening of tokens is free of charge and can be managed directly via API within the limit of the rules of good use.
Do not store access tokens in code files that can be decompiled, e.g. code files of native iOS, Android or Windows applications.
When making calls, always pass access tokens over a secure connection (HTTPS).
To ensure good use of the tokens, the customer has a limited number of free tokens that he can open each year, beyond which opening a token incurs a cost for the customer. The token has a maximum duration of one year (the customer can extend this duration free of charge with a call, but this is not recommended for security reasons).
Article 8 - Duration
The Convention has a contractual duration and will be renewed under the same conditions for subsequent periods of one year, unless terminated by one of the Parties by registered letter to the registered office.
Article 9 - Privacy
The Partner Company declares that it has been informed in accordance with Article 13 of Legislative Decree 196/2003 and authorizes the Company to process and possibly communicate, in accordance with Legislative Decree 196/2003, to Lazio and third parties its personal data for the purposes set out in this Agreement. By signing the Agreement, the Partner Company consents to the processing of its personal data by the Company for the above purposes.
Article 10 - Penalties
In case of problems directly attributable to the company Openapi the Parties agree that the maximum amount to be paid will be equal to 2 times the amount paid for the specific service purchased object of the dispute.
Article 11 - Disputes between the Parties
Any dispute that may arise between the Parties in relation to the Convention shall be submitted in advance to an attempt at amicable settlement to be made between the Parties within 20 days of the dispute arising. The Parties shall make all reasonable efforts in good faith to settle the dispute amicably, bearing in mind the spirit and intentions of the Parties at the time the Convention is entered into. If, despite this effort, it is impossible to reach such amicable settlement within the aforementioned term, the Parties shall leave any decision on the matters in dispute to the exclusive jurisdiction of the Court of Rome, without prejudice to the right of the Parties to enter into an arbitration clause.
Article 12 - General Provisions
- Communications. All notices and communications required or authorized under the Convention shall be in writing and delivered by hand or by registered letter to the following addresses:
- if to the Company: Openapi, Viale Filippo Tommaso Marinetti 221 00143 Rome.
to the attention of the pro-tempore President;
All communications and notices will be considered as having been made on the date of receipt. Each Party may at any time change its address for the purposes of notification, giving notice, from time to time, to the other Party in accordance with this Section.
- Prohibition of Assignment. The Agreement may not be assigned by either Party without the express written consent of the other Party.
- Disclosure of the Agreement. The Parties agree that each Party may disclose information relating to the Agreement, except as provided in Article 6.
- Governing Law. The Agreement shall be governed by, interpreted and applied in accordance with Italian law.
- Jurisdiction. For any dispute that may arise for the execution of the Convention and that cannot be resolved amicably in accordance with Article 9 of the Agreement, the Court of Rome shall have exclusive jurisdiction.
- Supplements. This Document constitutes the entire agreement between the Parties and prevails over any previous agreement or contract, oral or written, of the Parties in relation to the matters included in the Agreement.
- This Agreement may not be modified except in writing.