These Terms of Service and the documents attached by reference constitute an agreement (the “Agreement”) entered between you (the “Client”) and Fees Srl (“Fees”), an Italian company (Società a Responsabilità Limitata), whose registered office is located in Via Dell’innovazione Digitale 3, Cremona, Italy (Postal Code 26100), registered on the Companies Register of Italy in the section of Innovative startups under the number 01699840193 (“fees S.r.l.”). This agreement governs any Trial Subscription (as defined hereunder) of the Client.
Fees develops, hosts and markets, through its platform available online, remote automatic document and image processing services. The Client wishes to be able to use the Platform (as defined below) and the associated services for its internal needs, to which Fees agrees subject to the terms and conditions set in the Agreement.
By loading, executing, or using the Platform, in any way whatsoever, you acknowledge having read the Agreement and be empowered to represent and bind the legal entity that is the Client, and agree to comply with all its provisions. If you do not agree to be bound by the Agreement, you shall not load, execute or use the Platform in any way whatsoever.
The services available from the Platform are exclusively intended for experienced professionals and developers with in-depth IT skills. The Client acknowledges entering the Agreement as a professional, regardless of its status or corporate form.
“Affiliated Entity” means any entity that, directly or indirectly, (i) Controls the Client or (ii) is Controlled by (i) and/or by the Client, as long as this Control remains effective during the term of the Agreement. It is understood that the term “Control” has the meaning ascribed by article 2359 of the Italian Commercial Code.
“API” means any program interface provided by Fees from the Platform for the processing of Requests, as well as updates revisions and modifications made available by Fees to the Client as part of the Maintenance.
“Chargeable Subscription” means the subscription by the Client to allow the Client to use, in consideration of payment of the applicable fees, the Services for its Internal Needs in accordance with the provisions set in the Agreement.
“Client Account” means the account created for the Client and including one or several Users for the use of the Services.
“Client Data” means the Incoming Data and the Results.
“Documentation” means the user guide, description of the functionalities of the API and, more generally, any other document relating to the use of the Services and the Platform. The Documentation is available on the Platform from the Client account.
“Incoming Data” means all electronic documents and images imported by the Users into the Platform to be processed as Requests.
“Internal Needs” mean any use of the Services to respond to the internal needs of the Client and/ or any Affiliated Entity, being understood that the Services may be used by Client et/or any Affiliated Entity for the provision of services to their clients as long as the Client and/or the Affiliated Entity does not distribute or market the Services to their clients.
“Key” means one or several individual API keys delivered by Fees to the Client for use of the API.
“Maintenance” means any update and/or upgrades of the API and the Platform made by Fees.
“Maintenance Period” means any period during which the Platform is unavailable due to maintenance of the Platform, the API, the Software or their host servers.
“Maximum Chargeable Volume” means, for the Chargeable Subscription, the unlimited volume of Requests per API per one-month period sent by Users through the Platform for Internal Needs.
“Maximum Trial Volume” means, for the Trial Subscription, the total volume as prescribed in the Documentation of authorized Requests per API per one-month period sent by Users through the Platform for Internal Needs (as an indication, the minimum volume is by default set at fifty (50) Requests per API as of the Effective Date).
“Maximum Volume” means indistinctly the Maximum Trial Volume and the Maximum Chargeable Volume. For any Subscription, the Maximum Volume is billed to the Client per Client Account for all Requests from Users linked to the Client Account for a given API.
“Personal Data” means any personal data within the meaning of applicable law.
“Platform” means the platform owned and operated by Fees for the provision of Services, accessible through an internet site.
“Request” means the order sent for the processing of Incoming Data by the Software.
“Result” means the data extracted from Incoming Data following the processing of a Request by the Software. “Services” means together the API being made available, the processing of Requests and the delivery of Results from the Platform as well as Maintenance. “Software” means any proprietary software developed by Fees for the provision of automated document and image processing services, accessible from the Platform through the API, together with any software used to supply the Platform.
“Subscription” means indistinctly the Trial Subscription and the Chargeable Subscription.
“Third Party Service Provider” means any third party authorized by the Client to access and use the Platform on behalf of the Client and/or the Affiliated Entities only.
“Trial Subscription” means the subscription by the Client to allow the Client to use, free of charge, the Services for its Internal Needs in accordance with the provisions set in the Agreement.
“User” means any individual employed by the Client, Affiliated Entities and/or a Third Party Service Provider duly authorized by the Client to access and use the Platform only on behalf of that Client and/or the Affiliated Entities.
“User ID” means the login to identify a Client and the User’s personal and confidential password, which allow the access to the Platform and the use of the Services.
The purpose of the Agreement is to set the conditions under which Fees grants to the Client the right to allow Users to access the Platform and use the Services for Internal Needs.
The Agreement becomes effective on the date of creation of the Client Account. For any Subscription, the Agreement remains in force for an initial term of one (1) month and thereafter will be tacitly renewed for additional periods of one (1) month each, unless terminated in accordance with article 13 of the Agreement.
For any Subscription, the Client may at any time, from its Client Account, track the number of Requests sent during the month and its consumption of the Maximum Volume.
Trial Subscription. Subject to compliance with the Agreement and the Maximum Trial Volume, the right to use the Platform and Services is granted to the Client free of charge. Beyond the Maximum Trial Volume, the right of use of the Services is automatically suspended until the authorized volume of Requests is renewed for the following month. If the Client wishes to increase the monthly volume of Requests above the Maximum Trial Volume, the Client is required to contract a Chargeable Subscription and pay the applicable fees.
Chargeable Subscription. Where the Client orders a Chargeable Subscription, the right to use the Platform and Services is granted to the Client, subject to compliance with the Agreement and payment of the applicable fees calculated in accordance with the Maximum Chargeable Volume consumed. The fee per Request is the one stipulated on the Platform in the Documentation, it is a firm, final and non-refundable fee applicable for the current term. Fees reserves the right to revise at any time, whether by increasing or decreasing, the applicable fees by way of a prior notice sent to the Client by any means (including email and/or on the Platform) one month prior to the effective revision of the fees.
Billing and Payment terms for Chargeable Subscription. Fees will invoice the Client the applicable fees for the Maximum Chargeable Volume consumed after deduction of the Maximum Trial Volume allowed per API per month, either monthly or each time the amount to be charged reaches a defined threshold. The fees are set excluding taxes, the Client remains responsible to pay all applicable taxes in force. The fees are payable by monthly direct debit or when the defined billing threshold is reached. The Client acknowledges and agrees that the relevant invoices are sent by e-mail and accessible from its Client Account on the Platform. The Client warrants the accuracy of the credit card data filled for the payment of the fees and undertakes to update them regularly.
Late payment. In case of late payment or rejected payment, the Client will be informed by e-mail and must proceed with the regularization of the payment by entering valid credit card data no later than within (7) days from the notification. Moreover, Fees may claim, as of right and without any prior formality, payment by the Client of late payment interests at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) points of percentage as well as a lump sum collection fee of forty (40) euros per invoice, notwithstanding the right to claim refund of the total collection costs incurred by Fees upon presentation of supporting documents. Without prejudice to the above, in case of late payment or rejected payment by the Client which is not remedied within the seven days period aforementioned, Fees reserves the right to suspend, as of right, access to the Platform and the provision of Services. Without prejudice to the above, in case of suspension of access to the Platform and provision of Services due to late payment and failure to remedy by paying the fees due during three (3) consecutive months, Fees reserves the right to terminate the Agreement as of right in accordance with article 13 below. Fees’s right to suspend and/or terminate the Agreement is without prejudice to its right to claim damages.
5.RIGHT OF USE
In consideration of the Client’s compliance with the terms of the Agreement and the specifications set in the Documentation, Fees grants to the Client, for the term of the Agreement, a personal, non-exclusive, non-transferable and non-sublicensable license allowing Users to access and use the Platform within the limitations set by the Maximum Volume for Internal Needs.
6.ACCESS TO THE PLATFORM
Connection to the Platform. Access to and use of the Platform requires an Internet connection, at the Client’s expense, and prior registration of the Client on the Platform by creating a Client Account. When the Client wishes to use the Services on its own behalf and/or on behalf of the Affiliated Entities, where applicable, the Client and/or the Affiliated Entities, are authorized to allow Users to create several accounts associated to the Client Account, it being understood that the Maximum Volume will be calculated on the basis of the overall use under these accounts associated to the Client Account. Client, the Affiliated Entities and/or Third Party Service Providers shall not create several Client Accounts to increase the Maximum Trial Volume authorized under a Trial Subscription, for the use of the Platform for the Internal Needs. Fees reserves the right at any time to merge the Client Accounts created in violation hereof and to claim payment of the fees due. Access to the Client Account and associated Users accounts requires a User ID and a password to be entered by the User. The Client is responsible for ensuring that the User IDs remain confidential, and are not communicated to third parties. Client remains liable for any use of the Platform with the Client’s User IDs.
Prerequisites. The Client acknowledges and agrees that use of the Platform requires in-depth technical knowledge and skills in development and software integration in order to make the API work with the systems of the Client.
Activation of the Key. The right granted to access, install and use the API pursuant to this Agreement, is subject to the activation of one or more Keys generated by the Client from its Client Account.
Installation and use of the API. The Client is solely responsible for the installation and use of the API by Users from the Client’s system in accordance with the Documentation.
Compliance with terms by Users and End Clients. The Client is solely responsible for the access to and use of the Platform by Users. It is its responsibility to ensure that each of the Users complies with the terms of the Agreement and the Documentation
7.RESTRICTIONS ON USE
Restriction of rights. The Client is only authorized to use and allow use of the Platform under the terms and conditions expressly set in the Agreement. Fees reserves all other rights.Except for the rights expressly granted to Users according to the Agreement, the Client undertakes not to (i) copy, make available and/or distribute in whole or in part in any way whatsoever the Platform and the Services to third parties other than the Users; (ii) access and/or use the Platform above the Maximum Trial Volume authorized for the Trial Subscription without executing a Chargeable Subscription and paying the applicable fees; (iii) assign, sell, lease, lend, sub-license, distribute, outsource or transfer the rights that have been granted to it under the Agreement; (iv) adapt, modify, including for correction purposes, or translate the Platform, the API or the Software; (v) disassemble, decompile the Platform, perform reverse engineering, or otherwise attempt to discover or reconstitute its source code, except as specifically authorized by applicable law; (vi) alter, destroy or delete notices relating to intellectual property rights or any other reference to Fees’s ownership appearing on the Platform, the API as well as in the Documentation; (vii) distribute all or part of a software created in whole or in part with the Platform; (viii) use the Platform for the purposes of benchmarking, or communicate to third parties the results of software performance tests obtained from using the Platform.
Restriction on number of Requests. Use of the Platform is limited to the Maximum Trial Volume (all Users together for the Trial Subscription) and to compliance with the conditions set in the Documentation. In any case, the Client undertakes that the Users will not make unreasonable and excessive use of it and, generally, that their use will not affect the stability, safety and quality of the Platform. Fees reserves the right to suspend a Client Account in case of abusive usage of the Platform by any User.
Property of Fees. Fees and its licensors are and will remain owners of all of the material and intellectual property rights attached to the Platform, the API and the Software. The Agreement does not include any transfer of property to the Client except the temporary right of use granted hereto. The Client undertakes not to infringe the property rights of Fees and its licensors.
Property of Incoming Data. The Client and/or the Affiliated Entities are and will remain sole owners of the Incoming Data. The Client grants to Fees a worldwide, for the duration of protection granted by applicable law, license to use the Incoming Data in order to enable their processing and their storage for processing the Requests and the performance of the Agreement (including without limitation the analysis of Services performance, their improvement and the development of new services).
Hosting of the Platform. Fees will host the Platform and the Software on servers located, by default, in the European Union when the Client is established on the European continent and ensures the remote accessibility of the Platform except during Maintenance Period or in case of force majeure events. Except in cases of emergency maintenance, Fees undertakes to inform the Client in advance by all means (such as by e-mail or via a notification on the Platform) that the Platform will be unavailable. The Client acknowledges being informed of the hazards inherent to the Internet network and the consequences it may have on the availability and accessibility of the Platform. Fees will in no event be held liable for the temporary inaccessibility of the Platform due to the Client’s hardware, the Client Application or a failure of the internet network.
Security measures. The Key to be activated by Client constitutes a technical measure of protection of the API implemented by Fees. Fees also endeavors to secure the transmission of Requests that are sent and Results that are generated by the Software through the use of a secure transmission channel.
Storage of Client Data. Fees does not store any Client Data on behalf of the Client. Client shall be responsible to ensure the storage and archiving, where applicable, of the Incoming Data sent to Fees and the Results transmitted by the Platform. Fees will not be liable in any way whatsoever for any loss or destruction of Client Data.
Maintenance. Fees reserves the right at any time to make any updates and/or changes to the Software, the API or the Platform. Such Maintenance will be performed at Fees’s discretion. Fees will ensure that Maintenance does not materially downgrade the functionality of the Software, the API or the Platform.
Support. Fees will use its best commercial efforts to answer User’s questions regarding use of the Platform. The support provided by Fees does not include the provision of assistance services to the Client, such as for the installation or configuration of the API with the Client’s systems, the development of an internal application, training for the use of the Platform.
The Client acknowledges and agrees that the Platform and the Services are provided on an “as is” basis, and without any warranty from Fees. Fees expressly disclaims any warranty of conformity, infringement, of compatibility and of fitness for Client’s particular purposes. The Results are predictions given with a score of confidence set between 0 and 1. Fees does not warrant that the Results will be error free or that the Platform will operate without interruption. The Client expressly agrees to assume all risks inherent to the access to and use of the Platform and its Results.
The Client warrants that the Client Data do not (i) violate applicable laws; (ii) infringe intellectual property rights or trade secrets of third parties; (iii) contain illegal, hateful, obscene, abusive, threatening or defamatory content; (iv) contain any virus or malicious code that could harm or corrupt the Platform, and/or (v) constitute an unlawful processing of Personal Data. The Client undertakes, at its expense, to defend and hold Fees harmless from any action or claim made by a third party (including without limitation claim of infringement, unfair competition, free riding, Personal Data breach) concerning the use of Client Data by Fees under the Agreement. The Client shall indemnify Fees for all expenses (including lawyers’ fees), losses and damage that Fees may incur, together with the amount of any settlement and/or compensation for which Fees may be held liable.
Client is solely responsible to ensure that the Client Data and its hardware are suitably protected.
The Client shall ensure and represent (stipulation de porte-fort d’exécution) that Users (including Affiliated Entities and Third Party Service Providers) will comply with the terms and conditions of the Agreement. Client remains liable toward Fees for any breach of the Agreement by any User.
Fees disclaims all liability for the inaccuracy, loss or alteration of Client Data or in case of indirect damage, including without limitation, loss of income, loss of profits or loss of goodwill resulting from the use of the Platform and the Services.
Fees is bound by an obligation of means to make the Platform available and provide the Services. To the extent permitted by applicable law, the liability of Fees in the aggregate is limited (i) to one hundred euros (100 €) for the Trial Subscription, or (ii) to the amount of fees due and paid by the Client under the Agreement during the last twelve (12) months for the API concerned for the Chargeable Subscription.
13.TERMINATION OF THE AGREEMENT
Termination for convenience. Client may freely terminate the Agreement at any time and as of right by deleting its Client Account. Fees reserves the right to terminate at any time and as of right (ipso jure) the Agreement and delete Client’s Account and/or the associated users accounts in case of inactivity of the Client’s Account during three (3) consecutive months. Termination will be automatically effective and will result in the automatic termination of the right of access and use of the Platform by Client and the Users.
Termination for cause. Fees reserves the right to terminate the Agreement in case of breach by the Client of any provisions of the Agreement. Termination will be made as of right (ipso jure) and without prior notice (when the emergency requires it, such as in case of infringing use of the Platform by the Client or the Users), or (ii) for any other breach upon prior formal notice of two (2) business days for the Trial Subscription or thirty (30) calendar days, unless otherwise stipulated in the Agreement, for the Chargeable Subscription, sent by any means (including e-mail), which remained uncured. Termination is made without prejudice to other rights or remedies available to Fees.
Consequences of termination. In case of termination of the Agreement, for any reason whatsoever, the rights granted to the Client to allow access and use of the Platform by Users shall immediately terminate and the Client shall cease and have ceased all use of the Services by the. Termination shall not affect any rights and obligations of the parties that have accrued up to such termination, including the obligation of the Client to pay the applicable fees. The provisions of the Agreement that are meant to remain into effect (such as articles 4.2, 8, 9, 11, 12, 14 and 16) shall survive termination.
Each Party undertakes, with regards to information of a technical (including without limitation the Platform, the API, the Software and the Documentation), financial, business or otherwise sensitive nature (the “Confidential Information”) of the other Party that it may have had knowledge of prior to or during the performance of the Agreement, to (i) keep it strictly confidential and not to copy, communicate or make it available to third parties except to their employees duly authorized, and (ii) not to use it, directly or indirectly, for a purpose other than the performance of this Agreement. Upon termination of the Agreement, each Party undertakes to return or destroy the other Party’s Confidential Information in its possession or under its control.
The Agreement constitutes the entire agreement between the Client and Fees relating to its subject matter, it supersedes all prior agreements or declarations, whether made in writing or orally and whatever its origin, relating to this subject matter. For clarification purposes, where the Client also entered into a separate master agreement with Fees relating to one or more of the APIs covered by this Agreement, this Agreement and the master agreement as well as any related purchase order remain in effect independently of each other.
Fees reserves the right to modify the Agreement at any time subject to prior notice to the Client by any means. The modifications will become effective at the renewal date of the Agreement, it being understood that the Agreement as modified cancels and replaces the existing Agreement (the modified Agreement then becomes the “Agreement”). The Agreement in force is accessible by the Client at any time on the Platform, it is recommended that Client consults it regularly. If the Client does not agree to the modified Agreement, it must not access and use the Platform and may at any time terminate its Subscription in accordance to article 13.1 above.
Failure of either Party to enforce against the other Party any right it holds under the Agreement shall not be deemed to be a waiver from that Party. Any waiver shall be in writing signed by an authorized representative of the relevant Party.
Fees may not be held responsible for a breach of its obligations under the Agreement in the case of force majeure as defined by article 1256 of the Italian Civil Code and interpreted by the Italian jurisdictions, including without limitation any governmental decision of any kind, a total or partial strike whether internal or external to the company, a fire, a natural disaster, an act of terrorism, a pandemic, a state of war, a total or partial interruption or a blockage of the telecommunication or electricity networks, an act of computer hacking.
The Client expressly authorizes Fees to use and reproduce, for business reference purposes, Client’s name, trading name and/or trademark and make reference to the contractual relationship with the Client on all promotional vectors used by Fees.
The Client expressly acknowledges and agrees that Fees reserves the right to assign or to transfer, in whole or in part, any of its rights or obligations under the Agreement to any third party. The assignment will release for the future Fees from its obligations and liabilities under the Agreement.
Fees reserves the right to delegate all or part of its obligations to any third party service providers of its choice.
If any provision of the Agreement is determined to be void, inapplicable or unenforceable by virtue of law or by any final court ruling, the remainder of the Agreement shall remain in full force and effect.
In the event of dispute, the Parties expressly agree, as a convention of proof, that the information collected by Fees concerning the use of the Platform and the Services will constitute valid evidence and will be admissible and enforceable between the Parties.
16.APPLICABLE LAW AND JURISDICTION
The Agreement is governed by Italian law. In the event of a dispute between the parties relating to the Agreement that cannot be solved amicably, the parties agree to submit to the exclusive jurisdiction of the courts of Cremona, notwithstanding plurality of defendants or warranty claims, including urgent or interim proceedings, whether they are summary proceedings or application proceedings.