Last update: June, 2023

Terms of Service regulating the use of API services through Openapi.it (defined below, for brevity, as “TOS” or “the contract”) define the general conditions of the agreement concluded in Italy between OPENAPI SpA (here inafter referred to as “OPENAPI”), FC and VAT no. 12485671007, based in Viale Marinetti 221- 00143 Roma (IT), in the person of the Legal representative pro tempore and the Client (jointly referred to as the “Parties”), who - identified with the data provided filling the appropriate registration form, by way of its Legal Representative or other agent authorised to conclude this TOS in the name and on behalf of the represented subject - accede to this TOS (hereinafter the “Client”).

Preliminary Remarks

OPENAPI is a company specialised in data analysis and processing;

OPENAPI developed and designed a digital platform accessible online via internet network in “Software As A Service” mode (“OPENAPI Platform”), which allows the users to access a variety of databases (the “database”) of official information on italian companies, private sector, real estate and automotive as well as a series of services related to digital identity via API (e.g. digital signatures, legal retention, etc.);

OPENAPI Platform is a tool reserved for professional and non-consumer users; consequently, the Client undertakes to use it exclusively for professional purposes and in any case for related requirements;

In consideration of the premises mentioned above, the Parties agree and stipulate the following TOS for non-exclusive use of the OPENAPI Platform;

OPENAPI declares to legitimately dispose of the data obtained through commercial agreements from official databases and resulting from investigations and queries carried out holding a regular prefectural investigative licence pursuant to TULPS (Single Text of the Laws of Public Safety);

The data legitimately processed by OPENAPI refer to economic and commercial information of economic entities which are combined with data of higher added value compared to the multiple original sources from which they are extracted;

The Client declares to possess the requirements of reliability, organisation and ability to ensure the execution of the activities contemplated by the agreement and also declares to possess any means and equipment required to independently implement the activities stated in the agreement.

In the light of the foregoing, the use of OPENAPI Platform is regulated by this TOS, which the Client is required to comply with by agreeing to use this service;

Preliminary Remarks and attachment (external links) to the TOS, specifically the Terms Of Use (available on LINK) form an integral and substantial part of this TOS itself.

1. Definitions

For the purpose of this TOS, the following definitions shall apply:

1.1 Activation Date: the date notified by OPENAPI to the Client upon activation of the service following a remote online order (Ecommerce);

1.2 TOS: indicates the present document, inclusive of the Terms Of Use and the Disclaimer available on the links mentioned above;

1.3 Intellectual Property: the expression “Intellectual Property” identifies any intellectual property rights governed, on a case-by-case basis, by patents, semiconductor chip protection laws, copyright protection, industrial secrecy, trademarks and any other property rights, registered and unregistered, as well as any applications, renewals, extensions, re-introductions and recoveries, currently in force or applicable in the future;

1.4 Database: it refers to the databases which OPENAPI has lawfully licensed use for itself and third parties and to public databases which OPENAPI can legitimately access, as well as to the databases which OPENAPI independently elaborated in its capacity as data controller and owner;

1.5 Services: the services provided by OPENAPI through the website www.OPENAPI.it and any other instrument provided by OPENAPI itself or its partners;

1.6 APIs: a data exchange interface which allows developers to create new applications or integrations with external software through an authenticated and direct access to data;

1.7 OPENAPI credits: credits are a purchase commitment which can be used to buy advanced features in OPENAPI. Two types of purchase are available:

• Single Call Purchase: the amount of the purchase is deducted directly from the available credit;
• Periodic Subscription: the credit is withdrawn at the beginning of the subscription period and it is automatically renewed unless otherwise specified by the Client.

The non-use of the platform for more than 24 months will result in account cancellation and loss of any benefits linked to the purchase commitment.

Upon expiration of the subscription period, the Client will not be allowed to request for any remaining balance.

2. Platform Terms of Use

OPENAPI Service, offered by OPENAPI to its Clients, provides the right to access databases and use the provided services to the extent permitted by applicable law, for the duration and under the conditions laid down in the contract.

In accordance with terms and conditions of this TOS, OPENAPI undertakes to provide the Client with a limited, non-exclusive licence to use the OPENAPI Platform, which allows the Client to directly access a database of official data on italian companies, natural persons, real estate and automotive and a variety of services related to communication and the Italian Digital Agenda provided via API calls made available on the internet.

The Client is aware and expressly accepts that the OPENAPI Platform is a tool reserved for professional users, with the consequence that this TOS is not subject to the rules of consumer contracts.

There will still be a free trial session available, during which the User will be able to check the functionality of the OPENAPI Platform being free to choose not to proceed with paid requests.

Using the OPENAPI Platform, the Client undertakes to observe the instructions for use as defined by OPENAPI on the basis of indications under any form arising from laws, regulations, Authority provisions or self-discipline codes in force or being implemented in the messages destination and origin countries which OPENAPI intends to comply with.

It is agreed that the processing of data on the use of the platform will occur in compliance with current regulations, provided that the Client takes on the role of Data Controller and OPENAPI, making use of its organisational structure, assumes the role of responsible for data processed as further specified in the following 2.3 section.

Given its nature and how the OPENAPI Platform works, the Parties mutually agree that, within the meanings and limits set forth by this TOS, the Client will independently manage the software tools provided by OPENAPI and, under its sole responsibility, in its capacity as Data Controller, the data automatically extracted by the OPENAPI Platform, thus defining the purpose of data processing.

Proceeding with the purchase implies that the Client agrees and declares to have requested the commercial information provided by OPENAPI having a legitimate right on the company, person, property etc. for which further information are requested, and undertakes to manage those data in compliance with the applicable law both in terms of privacy and professional use (e.g. communication to customer).

Exceptions are those services requiring a written proxy, which will be requested for every single call along with the copy of the ID document (eg. for cadastral plans) in accordance with current legislation.

Data contained in investigative surveys (e.g. jobs or bank accounts tracking) have been gathered by consulting public sources and/or databases and carrying out local investigative activities. All assessments are conducted and processed in full compliance with Regulation (EU) 2016/679. All collected data shall be retained as long as it is strictly necessary for the purpose they were collected and processed to - as defined in EU Regulation.

Investigations are strictly reserved, personal and confidential; therefore, they cannot be disclosed to third parties, especially in the course of legal proceedings, as the available information is not supported by documentary evidence. The Client can request reports and investigations in the form of an official delegation to provide any supporting documentation in such surveys.

OPENAPI disclaims any consequential responsibility in civil or criminal proceedings arising from those infringements.

2.2 Client access to Platform and APIs

Client will have access to OPENAPI Platform and APIs using a reserved area with authorisation and authentication credentials provided to the Client, kept and used under its sole responsibility. Access and use of the platform shall comply with what stated in the present TOS and within the Terms of Use.

The Client is uniquely identified with payment data. The payment of the purchase and the billing tax data of the first purchase act as identification of the Client, who in behalf of his company mandates OPENAPI to collect and provide commercial information.

Specifically, the Client undertakes to preserve the mentioned above access alphanumeric codes (referred to as “username” and “password”) with the utmost confidentiality, and therefore is responsible for their safekeeping, declaring to be aware that the use of those codes is strictly reserved to the person the Client identifies as the User.

Therefore, it is not permitted the use of the same codes by more than one user, and the Client will be solely responsible for any damage caused by any unauthorised use of login and password. It is Client responsibility to accurately and exclusively preserve the authorisation and authentication credentials and to take all precautions to avoid any improper use. At the Client request, during the trial period, OPENAPI provides reserved access to APIs via dedicated token.

As per regulation, OPENAPI reports to police headquarters the inquiries made on behalf of the Clients every quarter. The personal data provided to police headquarters for each individual request are the data of the company associated with the single account username and password.

2.3 Personal Data Processing

OPENAPI agrees to provide the Client any information and support to be compliant with Regulation (EU) 2016/679. In particular, OPENAPI ensures that personal data subject to processing will be kept and supervised, according to the technical progress foregrounds, the type of data and the specific data processing features, in order to minimise - by adopting suitable preventive security measures - the risks of data destruction or loss, even accidental, non-authorised access or not allowed processing, in breach of collection scopes.

Data is processed by means of manual, IT and computerised tools strictly in pursuance of the stated aims themselves and, in any case, ensuring their security and confidentiality, as well as the compliance with specific obligations formalised in the legislation. Data is processed in compliance with the principle of lawfulness, adequacy, relevance and non excess, in accordance with the provisions of the legislation on the protection of personal data.

In case of processing of any data (personal data or information on legal subjects, local authorities, associations or mere general or statistical information contained in documents or processed in databases) of which the Client is the controller, OPENAPI will process those data in respect of the instructions provided by the Client, which may monitor the accurate compliance with legal and contractual provisions - including through periodic checks previously agreed with the appointed person. To this effect, OPENAPI will provide its officers with all the written instructions and procedures required to comply with the law and the TOS.

The appointment of OPENAPI as responsible for data processing has the same duration of this TOS,

Upon termination of contractual relationship, the Client personal data and copies will be permanently removed from OPENAPI information system (including any paper archives), according to legal requirements, as provided in the Section 2.7 of this TOS.

2.3.1 Data retention policy

Data deletion policies - Data_retention_policy attachment

OPENAPI SpA (hereinafter referred to as "OPENAPI" or the "Controller"), in compliance with Article 5(1)(e) of the European Regulation 2016/679 (hereinafter GDPR) regarding data retention, communicates through this document the maximum retention times and/or criteria for determining the period of retention of personal data of data subjects, such as employees and similar, customers, suppliers (including potential ones), etc. (hereinafter, the "Data Subjects"). The Controller intends to retain the personal data processed in compliance with the principles established by the GDPR and by Legislative Decree no. 196 of June 30, 2003, as amended by Legislative Decree no. 101 of August 10, 2018 (hereinafter, the "Privacy Code"), therefore ensuring that the retention period is proportional to the achievement of the purposes for which such data was collected; this allows to retain only what has legal relevance or historical value and to eliminate documentation that is no longer useful for the purposes for which it was collected.
The client declares to have read and approved what is indicated in this attachment (link to the attached .pdf file).

2.3.2. Tuttodati Extension

When you visit our website and download the extension after registration, you acknowledge and authorize Tuttodati to track your usage, which includes statistics such as which pages you visit and how long you view them. This may include information such as IP address, geolocation information, browser type, and information about your usage of our website, including a history of viewed pages.
At any time, you can permanently delete your account in your settings, which will result in the deletion of all information.

2.4 Consent of recipients

The Client expressly declares to be aware that the use of the data autonomously extracted from OPENAPI Platform in order to send messages in automated mode is subjected to the consent of recipients to receive such messages - except in the cases expressly provided by law where consent is not required. Collecting consent concerns both email and SMS messages recipients. The consent must necessarily comply with the requirements set forth in the applicable law and be therefore given in advance, express, free, informed and related to specific data processing. This constitutes a fundamental obligation for the Client. In the event of non-compliance with this essential obligation, even if it only occurs once, OPENAPI reserves the right to terminate the TOS, pursuant to Section 8.7.

It is agreed that for a correct use of the data on the OPENAPI Platform, the User shall refer to the additional operational information available anytime on the following link: https://OPENAPI.io/faq and within the Section 2.4.1 of this TOS. The Client is required to check for any possible updates of those operational information, which may be modified by OPENAPI, without prior notice, in accordance with organisational requirements and any regulatory changes that may occur.

2.4.1 How to use OPENAPI

Among the available APIs there are some services which provide information such as email address, telephone number and physical address of persons and companies.

Email/Certified email addresses

Commercial contact activities via email can be carried out asking for a prior consent from the possible recipient (natural or legal person) to whom the email account is referring, in compliance with the opt-in regime in force in Italy.

Data on email addresses provided by OPENAPI is usually resulting from public sources and not acquired from interested parties with their prior consent. As a result, following a Permission Marketing approach, data can be used for commercial email activities in the event that:

• The messages recipients are Clients/Customers of yours, and your company has already provided them appropriate information and acquired prior consent from them for sending commercial communications via email;
• The list of recipients consists of prospects of yours, and your company intends to send a first message containing the Informative note on the processing of personal data: in this case, the first message asking for consent to receive further communications shall not have commercial or advertising nature. It is recommended to always provide the user the option to be removed from your list upon request, meaning the possibility to oppose the sending of further commercial communications via email from your company.

Telephone numbers

Telephone numbers present in OPENAPI shall be deemed as derived from public lists, so they can be used after verifying that those numbers are not entered in the Public Record of Oppositions (available on the website). Such verifications can be carried out when registered as an Operator in the Public Record of Oppositions. In case you are not, you can register by accessing the Public Record of Oppositions website. Once registered, you can check the list of telephone numbers that you intend to contact. After entering your telephone numbers list, the software will compare the numbers of the list to the ones registered in the Record. You will result with a “clean” list which can be assumed to be updated, and therefore usable, for what concerns telephone numbers.

The list will be considered updated for 15 days starting from the date of checking, next you shall proceed with a reassessment (to make sure there are no new telephone numbers registered). When it comes to telephone numbers of people who have already opposed the reception of commercial messages from your company, then those numbers cannot be used for such purposes - regardless of whether they’re registered in the Public Record of Oppositions or not.

Current legislation states that the call shall be made using a visible number, providing the recipient a brief policy, even verbal, which has to include instructions about where to find a policy including all the elements required by the GDPR and also providing specific information about the existing option of the Record of Oppositions.

In compliance with the provisions of the Decree of the President of Italian Republic no. 178, published in the Official Journal no. 256 dated November 2, 2010, and with the provisions of the Law no. 5/2018, telemarketers willing to contact subscribers present in public directories for commercial, promotional purposes as well as for telephone market research are required to enrol the system managed by the Ugo Bordoni Foundation - Service Provider - and to communicate the list of the numbers that the Operator intend to contact.

Comparing data from Public Record of Oppositions and the list of contacts provided by the Operator, the Service Provider will delete from the list all the telephone numbers of subscribers who have requested not to be contacted via telephone.

2.5 Additional features and API (data exchange interface)

OPENAPI Platform provides the Client features, tools and application programming interfaces (“APIs”, or “data exchange interface”). Through APIs the Client can build custom integrations between the OPENAPI Platform and third-party applications in order to make it more convenient for any data updating or enriching automation. The Client is solely responsible for the use of interoperability functions and undertakes to use them with appropriate tools and with respect to the contents of this TOS. The usage through OPENAPI Platform of features made available by third parties may be subject to the acceptance of the terms and conditions of such third parties.

It is intended that operating with those APIs the Client agrees and declares of using those data exchange functions within the limitations provisioned in this Terms of Use and pledge to respect the limitation about acquiring exclusively the data specified in the service purchase order for the following purposes only:

• Improve the performance of its processes, cleaning databases and checking for property;
• Improve the performance of its internal processes through monitoring activities and scouting new customers and suppliers, being excluded any use of those data to the advantage of third parties and outside the organisational sphere of the Client;
• Create and power commercial services and/or products clearly distinguishable from the products made by OPENAPI and by its commercial partners, as OPENAPI reserves the right to specify at any time;
• Improve business operation through digital transformation tools (e.g. list enrichment, CEM sending, digital signatures, time stamps, data cleanup, etc.)

The Client undertakes to use APIs solely for the purposes permitted by law (e.g. credit recovery, customer verification, database cleanup, etc.). Any violation shall result in the immediate termination of the account and the report to the public authority.

The Client undertakes to use the Services exclusively for its own company internal needs and purposes related to its business. The use for legal activities is not permitted. Whatever the case, the use of the Services shall not be taken for a substitute to the preliminary investigation that the Client is required to run, following the principles of expertise, prudence and professional diligence, in carrying out its activity. The Client acknowledges to be fully aware that the data provided executing the Services (data derived from public sources or collected through investigations) have the unique purpose of providing the Client an initial orientation for its further activities.

2.6 How to delete Client data

After 10 (ten) days from the expiration date or termination of the TOS for any cause, OPENAPI will be entitled to delete the data archived in the OPENAPI Platform on behalf of the Client, including any residual credits or claims as specified in Article 7.1. In the event the access to Platform is suspended due to administrative irregularities (see Section 4.2), the Client will be able to access its data again only after removing the materials that caused the block. Subject to this right of deletion, longer storage times may be dictated by demands other than the ones listed within this TOS, especially in the case of investigations by the Judicial Police or other institutions in charge for any control.

2.7 Client Support

As an accessory and instrumental service to the fruition of OPENAPI Platform, OPENAPI is committed to providing the Client with technical support for the report of issues related to the proper functioning of OPENAPI Platform, in accordance with the provisions of Section 5 - Guaranteed minimum service.

2.8 Client liability for adaptations required for the use of Services and APIs

The data exchange interface (API) and the Services provided are supported by the main commercially available software and hardware products. OPENAPI is not responsible if the Client instruments do not enable access to the provided services. The Client assumes every responsibility for installing software or hardware and for carrying out any technical intervention needed to ensure current and future proper functioning of both the Service and the APIs provided to every Client.

2.9 Fair use policy

Below are a series of conditions that the Client is committed to comply with in order to keep the agreement. The Client is informed that any violation of fair use policy may result in services being blocked or suspension/termination of the account.

i) Rate limit: OPENAPI provides synchronous services in order to ensure an optimal response time to every Client. Exceeding the imposed rate limit results in a first "slow down" warning response with error message (429 Too Many request), while the recurrence of such exceeding can lead to the Client user being blocked. To prevent abuse and ensure service stability, all API calls are subjected to rate limits. Rates limiting defines how many API calls can be made within a specified time period. The daily limit varies based on which API endpoint you are using. Standard price limits are not issued in documentation. You can search for the rate limit of any endpoint.

ii) Occasional massive use of data: OPENAPI exposes services for synchronous and instantaneous data usage. In order to comply with the fair use policy, if the Client needs to perform an occasional massive operation (e.g. data cleanup, mass personal data validations, new wallets onboarding, etc.), then he shall arrange a system of sending calls within the service rate limits. Improper use with bulk calls may result in a first "slow down" warning response with error message (429 Too Many request), leading to the suspension of the account. In case increased service thresholds are required, the Client shall request for rate limits customisation as set out below.

iii) Customised rate limit: OPENAPI can increase a single Client rate limit, on request, subject to prior approval, quote and technical verification.

iv) Free services: all free services can be used within the rules set out in the fair use policy (e.g. 1000 calls per day). If a Client exceeds the fair use limits during the use of those services, it will be charged a fee for their use.

v) Tokens: Token generation is free and directly manageable through APIs, within the limits set out in the fair use policy. It is recommended not to store your Tokens in unsafe or easily accessible places. The client side files, such as JavaScript or HTML files, shall never be used to store confidential information, given that those are easily accessible files. Do not store access Tokens in code files which can be decompiled, such as code files from native iOS, Android or Windows applications. When making a call, always be sure to transfer access Tokens using a secure connection (HTTPS). To ensure the fair use of Tokens, every Client can generate a limited number of free Tokens per year; exceeding the limit will incur a charge. Tokens are valid for a maximum period of one year (the Client can extend that period at no cost through a call, but we recommend not to proceed in such a way for security reasons).

3. Ownership and Trademarks, Third Parties

3.1 Ownership of the OPENAPI Platform

OPENAPI is the sole owner of all rights and interests for the OPENAPI Platform and any related Intellectual Property, including any resulting developments. The use of OPENAPI trademark and logo, as well as OPENAPI Platform and the information therein contained, is allowed only with prior written permission from OPENAPI. Unauthorised copying and distribution in violation of Intellectual Property rights is prohibited.

The Client declares to be aware that data derived from this service are contained in a database which is protected in accordance with the effects of the law on copyright. Any reproduction and transfer, in any form and by any means, total or partial, of those data is therefore not permitted.

Extraction, copying and reuse of all or a substantial part of the aforementioned database is not allowed under any circumstances, and neither is the copying and reuse of insignificant portions of the database if such activities are repeated and systematic.

Any practice of automatic data gathering (so called scraping) is therefore prohibited, as well as it is prohibited to take platform screenshots and make automatic calls using the Client account.

4. Economic terms and duration of the contract

With regard to economic terms and duration of the contract, without prejudice to any specific sale condition provisions which may be applied by OPENAPI resellers, the following provisions shall apply.

4.1 Start, duration and termination of the Platform use licence

The Service is licensed for the duration defined upon the activation, starting from the date of acceptance of the TOS. The contract is automatically renewed for subsequent periods of the same length as that stated during the activation process of the Service unless either party gives the other notice of termination before the expiration date using the appropriate feature in the OPENAPI personal account.

The Client can terminate the subscription by not paying for the next renewal. Auto-renewing subscriptions can be interrupted by managing the subscription settings and removing the option directly from the Client profile. At the end of the subscription period, the Client will still have access to the platform and to the usage of services by paying for single calls.

In case of credit top-up for single calls, the credit does not expire and does not generate any interest, for it shall be deemed a commitment to purchase aimed at obtaining the API service. Non-access to the platform and non-use of the APIs for more than 24 months will result in account cancellation (upon notice via email) and loss of any residual credit.

The credit top-up constitutes a commitment to purchase for the use of the platform, therefore it is not possible to request for a partial refund. In case of reconsideration if the Client has not used any service, the whole service can be refunded upon request via email and after verification.

The Client declares to be aware that its usage of APIs, unless expressly stated otherwise by OPENAPI during the activation of services, is generally defined on the basis of specific contractual provisions which determine the amount of queries authorised for those APIs.

4.2 Consideration, billing and payments

There is no cost for the provision and use of OPENAPI Platform in the testing environment. Provision and operation with real data and the use of accessory and instrumental services set out in this TOS, as well as the fruition of additional options offered by OPENAPI Platform, require the Client to commit paying for a purchase order or subscription.

In this respect, what stated in the following Sections 7.1 and 7.2 shall remain unaffected. Payment can be made by bank transfer or credit card, subject to successful completion. If the Client does not pay for the renewal of any subscriptions, the subscription service will stop operating and there will be no obligations on the Client.

The payment of all amounts owing to OPENAPI on the basis of this TOS cannot be suspended or delayed for any reason, even in the occurrence of pending disputes. It remains understood, notwithstanding Article 1460 of the Italian Civil Code, that the Client can assert any possible rights only through a separate procedure and after the complete fulfilment of its paying obligations.

Subscriptions payment via credit card can result in the activation of the recurring payment option, which provides the pre-authorised automatic charge of the cost for the use of OPENAPI Platform and for the options enabled for the same period, unless terminated by the Client through a written request according to timing and methods set out in Section 4.1.

If the pre-authorised charge in the process of TOS automatic renewal should fail for any reason (e.g. credit card has expired or has not enough balance), that will result in a notification being sent to the Client to allow manual renewal of the subscription. If the Client does not proceed with a manual renewal, the subscription will be blocked upon expiry date.

In the case of price increase, OPENAPI will inform the Client, upon notice of at least 60 (sixty) days prior to the due date, via email communication to the email address the Client entered when subscribing to the Service. The new prices will be applied starting from the TOS renewal date and will be kept unaltered at least for the following contract period. If the Client does not intend to accept the new prices, then he shall terminate the contract pursuant Section 4.1 according to the terms and methods provided; failure to terminate within the terms of this TOS, to be understood as forfeiture terms, will be considered as an unconditional acceptance of the new prices by the Client. Thus the new prices will be legitimately applied starting from the date of renewal.

5. Guaranteed minimum service

5.1 Availability of OPENAPI Platform

Under this TOS, OPENAPI is committed to make OPENAPI Platform available with a 99% uptime/availability, 24 hours per day, 365 days per year. The Parties agree that OPENAPI will not be held in any case responsible for the non-availability of OPENAPI Platform when such unavailability is due to facts and circumstances attributable to the Client or to any person whose behaviour the Client shall answer for, such as e.g. the availability of a suitable Internet network on the Client premises, hardware and software problems or within the Client organisational structure.

It is agreed that, for its part, OPENAPI will make every reasonable effort to ensure the correct use of the Service and the smooth functioning of all the features provided by the Service itself. In the event that routine or unscheduled maintenance operations are needed to ensure the proper access to the Service, OPENAPI reserves the right to temporarily suspend the services, giving prior notice via email to the Client, undertaking to reactivate the services as soon as it is possible depending on the maintenance intervention that is required.

5.2 Client support

As an instrumental and accessory service, intended to ensure the correct use and the full functionality of the OPENAPI Platform, OPENAPI is committed to providing the Client with technical support for the report of issues related to the proper functioning of OPENAPI Platform.

5.3 List of the contacts authorised to apply for assistance

Technical assistance via ticket, as in Section 5.2, will be provided by OPENAPI giving priority to the contacts (email addresses) that Clients have previously registered in the appropriate section of OPENAPI Platform.

6. Restrictions, Declarations, Warranties, Liability and Limitations

6.1 Client obligations and restrictions

The right to use Service and APIs provided by OPENAPI is strictly limited to personal use of non substantial parts of the databases content, for it is expressly prohibited any integral reuse of the Database, pursuant Article 102-bis.1 (c) of the Law No. 633/1941. The Client undertakes to ensure that its employees, collaborators, consultants and other dependants comply with the provisions of this TOS. 

6.2 Client information accuracy

The Client declares and warrants:

i) that all the information provided to OPENAPI is complete, correct and updated - including data entered in the appropriate section available on the OPENAPI Platform;

ii) to be entitled and to authorise OPENAPI to exercise all the rights necessary for the full execution of this TOS. Nothing in this Article shall limit or exclude the liability of any of the Parties for serious misconduct, without prejudice to the exceptions provided in this TOS;

iii) to use the services provided by OPENAPI for the purposes authorised and in the manner provided by the law.

6.3 Client non-compliance

The Client undertakes to keep OPENAPI entirely free of any damages, loss, liabilities, costs, charges and expenses, including any legal fees, which OPENAPI may incur or be held accountable for, and which would not have been incurred or claimed if: (i) the Client had fulfilled the obligations assumed by accepting this TOS and (ii) the Client represents and warrants, provided through the acceptance of this TOS, had been truthful, correct, complete and non-misleading. The Client also undertakes to keep OPENAPI entirely free of any damages, loss, liabilities, costs, charges and expenses, including any legal fees, which OPENAPI may incur or be held accountable for which are related to the sending of information contained within the Client messages - even in the event of compensations for damage claimed by third parties for any reason.

6.4 Use of the Platform

The Client acknowledges that the use of the OPENAPI Platform shall take place, in compliance with this TOS, in complete autonomy - therefore the Client shall be solely and directly liable. The Client undertakes to have its employees, and anyone who will have access to OPENAPI Platform due to existing agreement with the Client, subscribe the obligations under this TOS. The Client also undertakes to ensure that the above mentioned persons are aware of the terms and to make any possible effort to make them compliant with those obligations.

OPENAPI and its employees and/or collaborators do not assume any liability for the use of the OPENAPI Platform made by the Client, to this effect the Client is irrevocably obliged, expressly exempting third party beneficiaries from declaring the intention to profit from that, to keep OPENAPI and its employees and collaborators entirely free from any direct or indirect damage or injury, whether contractual or non-contractual in nature, that may result from the use of OPENAPI Platform made by the Client, or else from its execution of this TOS.

Such provisions shall remain valid and effective even after the termination of the effects of this TOS which may occur for any reason - including terms expiration, resolution or withdrawal from the contract.

6.5 Failure due to external events

OPENAPI will not be held in any way responsible for any OPENAPI Platform malfunctioning neither for the impossibility or difficulty to perform accessory services arising from events whose responsibility lies with telephone lines, electricity lines, national and global networks, such as failures, overloads, outages, etc..

6.6 Force Majeure

OPENAPI will not be held in any way liable in the case of non-execution of this TOS derived from causes outside its own sphere of reasonable control, force majeure or fortuitous events, including but not limited to popular riots, acts of terrorism and war, strikes, tornadoes, hurricanes, floods, fires and landslides.

6.7 Service interruptions for exceptional events

OPENAPI is committed to maintaining the efficiency and functionality of the OPENAPI Platform; in the event that it is forced to interrupt its use for exceptional events or due to maintenance operations, it will try to reduce as far as possible the duration of those outages or malfunctions, providing the Client with timely updates.

OPENAPI will define appropriate procedures for the access to the Services and reserves the right to improve them at any time; it will also provide the Client, upon request, all technical specifications to access the OPENAPI Platform and to make proper use of it in accordance with this TOS.

6.8 Failure due to third parties

OPENAPI will not be liable for third parties' behaviour or omissions which may impair the operation of the OPENAPI Platform, including speed slowdowns or the failure of telephone lines and computers that manage the telematic traffic between the Client and the OPENAPI Platform.

6.9 Third parties services

In the case the Client make use of any OPENAPI Platform features provided by third parties, including network operators, the following provisions shall apply: OPENAPI allows to access to the mentioned above features provided that they are subjected to terms, conditions and restrictions imposed by their suppliers and that in any case OPENAPI will be held responsible for any failure or malfunctioning of those features.

In the event that third parties change, suspend or interrupt the provision of such features, OPENAPI may consequently change, suspend or interrupt access to the same services without giving prior notice. Furtherly, OPENAPI shall be authorised to suspend the access to the OPENAPI Platform where it is directly dependent on any features provided by the above mentioned third parties.

It is agreed that OPENAPI may rely, if necessary, on different suppliers in order to ensure the functionality of OPENAPI Platform. In this respect, the Client authorises OPENAPI to provide those third parties with all the required information.

6.10 Disclaimer

Unless caused by intent or gross negligence, the liability of OPENAPI for any non-compliance with this TOS can never exceed the 20% of the amount paid by the Client to OPENAPI in the period between the last renewal/expiring date of the licence for the use of the platform, or the activation date if no renewals or expiration have occurred, and the date, within the terms of the agreement, in which the damage first occurred, comparing the periodical amount to the above mentioned period of time up to a maximum of 12 months.

6.11 Reserved offers, non-disclosure

The Client undertakes not to disclose any information about the conditions applied by OPENAPI on the subject of any APIs commercial offer resulting from prior negotiations held with the Client itself. The Client undertakes non to disclose to third parties, without prior written consent from OPENAPI, any information or data regarding the above mentioned offer if obtained through direct contact with OPENAPI. Any violation of the non-disclosure agreement by the Client shall trigger the OPENAPI right for compensation of the damage caused by such misconduct.

6.12 Dealings with third parties

The Client undertakes to transfer the terms of this TOS to any suppliers or system integrators involved in the management and/or in the maintenance of its software systems. OPENAPI reserves the right to assess whether the use made of the data acquired from OPENAPI APIs and of OPENAPI service itself is compliant with the provisions of this TOS and, in any event, non-exceeding the use case given to OPENAPI or to any authorised reseller.

7. Ownership of the platform usage data and terms of use of the Platform itself

7.1 Restrictions to the use of data

The usage of any data that the Client can access through the Service is allowed exclusively for internal use. Therefore it is not permitted to provide those data to third parties without prior written consent expressly given by OPENAPI. In accordance with the prohibition set out in Section 6 above, the Client and its partners are not allowed under any circumstances to resell and/or grant in free use, and in general to make accessible any data that is obtained by using the OPENAPI service.

It is understood that the Client shall process the accessible data using Services and APIs provided by OPENAPI to the extent permitted by applicable law, checking whether it is necessary to obtain the consent of the interested parties in the terms specified under current legislation.

7.2 Restrictions to the use of services

As agreed by the Parties, OPENAPI has created a collection of integrated services (e.g. paper mailing, CEM and SMS sending, digital signatures, time stamps, legally compliant archiving, etc.) which exceed the bounds of the service of database providing.

The Client can use those services on its own software according to the regulations in force for the individual IT tools. Any unauthorised use of those tools (e.g. spam via CEM, SMS advertising, etc,) will result in the Client account termination and report to the public authority.

7.3 Trademarks

The Client authorises OPENAPI to use its name and logo in presentations, marketing materials, customer lists and financial reports. Except as provided in Sections 3.1 and 3.2 of this TOS, the use of the logo, name and any other distinctive details of OPENAPI Platform by the Client shall be previously requested and authorised by OPENAPI in written form.

7.4 Free “sandbox”

OPENAPI offers the new Clients a free OPENAPI Platform, operating with virtual money, to allow the testing of services. The free “sandbox” responds with no official data, due to the absence of a user identification secured via electronic payment.

7.5 Client data processing

To the extent that any such statement might apply, being understood that the current legislation means for personal data “any information concerning a natural person”, the Client acknowledges that OPENAPI will process any data (including data relating to its delegates and supervisors appointed for managing the relationships with OPENAPI), in accordance with current legislation and,

as described in the policy available on the (relevant) page, without the need for express and prior consent from the Client (Articles 6.1 (b), 6.1 (c) of the Regulation) because, inter alia, the processing of such data is necessary to execute a TOS of which the Client is a party, solely and exclusively for the performance of the services listed in this TOS.

Similarly, consent is not required when processing data relating to legal entities or organisations, anonymous data or information of statistical or general nature contained in documents or data bases.

7.6 Amendments and/ or additions

OPENAPI reserves the right to unilaterally amend the Terms of Use and this TOS. Any change shall be deemed effective starting from the moment the latest version of Terms of Use and TOS is accepted online by the Client, and any further use of the OPENAPI Platform shall be construed as the Client acceptance of any amendments and/ or additions.

In the event that the Client does not intend to accept the amendments and/or additions referred to above, he shall notify OPENAPI, which reserves the right to terminate the TOS.

7.7 Termination Clause

This TOS shall be deemed terminated immediately, pursuant to Article 1456 of the Civil Code, with a simple written notice (even via email and/or CEM), in the event of non-compliance with the essential obligations contained in sections 2.4 - Consent of recipients, 4.2 - Consideration, billing and payments.

In any case, the right of OPENAPI to withhold any amount paid even if not completely used shall remain unaffected. Any actions or omissions made by the Client which result in non-compliance with prohibitions and obligations of this TOS, as well as any non-compliance with the restrictions to the use of data provided through the Service or the APIs, shall be deemed a cause of express termination.

Furthermore, any use of scraper bots made by the Client or its appointed subjects, any creation of apparent circumstances made ad hoc by the Client to engender confusion between OPENAPI activities and those of the Client itself, as well as any re-publication of the data obtained through the Service unless expressly authorised, shall be deemed a cause of express termination.

In the case APIs are used, any limit violations and non-compliance with the Terms of Use set out in the appropriate form filled in by the Client during the activation shall be deemed a cause of express termination.

7.8 Contractual Clauses

The terms of this TOS shall be deemed fully effective and accepted by the Client even in the case of temporary and/or free of charge use of the features provided in any capacity by OPENAPI.

7.9 Tax obligations

Any tax charges arising from the execution of theTOS, including any taxes for advertising activity, shall be borne by the Client.

7.10 Governing Law and Jurisdiction

This TOS is regulated and interpreted in accordance with Italian Law, and the Parties expressly agree that any dispute regarding the validity, effectiveness, interpretation and execution of this TOS will be subject to exclusive jurisdiction of the Forum of Rome in compliance with current legislation.

7.11 Final Provisions

This TOS, of which all the annexes mentioned herein form integral and substantial part, repeals and replaces any agreement, understanding, negotiation, written or verbal, previously occurred between the Parties concerning the object of this TOS.

The fact that one of the Parties does not promptly assert the rights granted by one or more clauses of the present TOS, shall never be understood as a tacit waiver of rights and obligations arising in the relevant clause, and shall not prevent that Party from demanding the subsequent punctual and rigorous application of all clauses therein contained.

Should one or more clauses of this TOS be declared ineffective or invalid for any reason by the relevant judicial authorities, such ineffectiveness or invalidity will not affect the legal effectiveness of the remaining provisions, unless said clause constituted a major reason in the conclusion of this contract. .