eSignAnyWhere General Terms And Conditions

Preamble

The following General terms and conditions constitute an indivisible part of the agreement entered into between you as the Client of the Namirial S.p.A. website or services called eSignAnyWhere, including any applications, sample files, scripts, instruction sets, and any related documentation and Namirial in the context of purchasing and use of Namirial Services and Software.

The following General terms and conditions shall apply to all claims inferable by reason of law between you and Namirial. By accessing, using or downloading the Namirial Services and Software you express your explicit approval of these General terms and conditions.

Art. 1 Definitions

Save as otherwise indicated elsewhere and not expressly mentioned herein, the following terms shall have the meaning given to them below and shall be shown with a capital letter, both in the singular and in the plural:

  • Namirial: means NAMIRIAL S.p.A., with registered office in Senigallia (AN), Via Caduti sul Lavoro n. 4;
  • General terms and conditions: these terms and conditions (Mod.NAM SAW11);
  • Client: means the end user of the Namirial Services and Software;
  • Distributor: means the legal or natural person, authorized by Namirial to distribute the Namirial Services and Software;
  • Namirial Services and Software: means the services called eSignAnyWhere and any optional add-on services plugged into eSignAnyWhere (according to Economic Terms, proposed by Namirial or, if any, by the Distributor), including any applications, sample files, scripts, instruction sets, and any related documentation;
  • Additional Terms: means the terms and conditions of any other agreement made by Namirial and the Client;
  • Spam: means the definition on the Spamhaus website;
  • EU 2016/679”: the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
  • Data Processor: means the legal person which processes personal data on behalf of the controller according to the Reg. EU 2016/679;
  • DPA: the Data Protection Agreement according to the art. 28 of Reg. EU 2016/679 (Mod.NAM GDPR04).

Art. 2 Contract

The Contract is made up of the following documents, which together govern the relationship between the parties:

  1. a) The General Terms and Conditions;
  2. b) Economic Terms (The Proposal/Commercial offer/Service Plan);
  3. c) DPA.

The Client acknowledges and agrees that by signing the Proposal/Commercial, or by accessing, using or downloading the Namirial Services and Software, he/she accepts the Contract, which will be binding upon the Client.

In the event that the Client has entered into another agreement with Namirial concerning specific Services or Software which conflicts with these terms, then the Additional Terms shall prevail.

Art. 3 Subject

Namirial grants the Client a personal, limited, non-exclusive and non-transferable licence to access and use Namirial Services and Software only as expressly permitted in these General Terms and Conditions.

Art. 4 Formation of the Contract

The Contract is entered into upon its signature/acceptance by the Client.

Art. 5 Obligations and liability of the Client

The Client shall not use Namirial Services and Software for any illegal purpose or in any manner inconsistent with the provisions of these General Terms and Conditions. The Client shall be 18 (eighteen) years of age or older to register for an account and use the Namirial Services and Software. Namirial grants the Client permission to display, copy, distribute and download content and materials on Namirial Services and Software provided that the Client:

  1. retains all copyright and other proprietary notices on the content and materials;
  2. uses them solely for private or business purposes;
  3. does not modify them in any way.

Any violation by the Client of the licence provisions contained in this article may result in the immediate termination of his/her right to use Namirial Services and Software, as well as potential liability for copyright infringement depending on the circumstances.

The Client shall not misuse any part or content of the Namirial Services and Software. For example, he/she shall not:

  1. falsely state, misrepresent, or conceal his/her affiliation with another person or entity;
  2. copy, modify, host, sublicense, or resell the Namirial Services and software, or content;
  3. decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Namirial;
  4. enable or allow others to use the Namirial Services and Software or content using his/her account information;
  5. access or attempt to access the Namirial Services and Software by any means other than the interface provided or authorized by Namirial;
  6. circumvent any access or use restrictions put into place to prevent certain uses of the Namirial Services and Software;
  7. share content or engage in behaviour that violates anyone’s intellectual property right;
  8. attempt to disable, impair, or destroy the services, software, or hardware;
  9. misuse the server infrastructure or API;
  10. engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
  11. violate applicable law.

Art. 6 Content

The Client retains all rights and ownership of his/her content. Namirial does not claim any ownership rights to such content.

Namirial requires certain licences from the Client’s content to operate and enable the Namirial Services and Software. When the Client uploads content to Namirial Services and Software, he/she grants Namirial a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable licence to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the content as needed in response to user driven actions (such as when the Client chooses to share his/her content with others). This licence is only for the purpose of operating or improving the Namirial Services and Software. Namirial will not access, view, or listen to any of the Client’s content, except as reasonably necessary to perform the services.

The Client represents and warrants that he/she owns or otherwise controls all of the rights to the content that he/she submits; that the said content is truthful and accurate; and that use of the content supplied by the Client does not violate these General Terms and Conditions or any applicable laws. The Client is only allowed to upload a Microsoft Office document to Namirial Service and Software if the uploaded Microsoft Office document has been created by a user that is licensed for Microsoft Office.

The Client acknowledges that he/she is responsible for the submissions provided and that he/she has full responsibility for the legality and copyright of the submissions.

The Client shall not send Spam. The Client shall comply with the anti-spam laws of the countries his/her recipients live in (e.g. if the Client is sending to UK residents, check the UK spam laws to make sure to be also UK compliant).

Nothing in these General Terms and Conditions may be construed to make Namirial a party to any transaction (envelop) processed through the Namirial Services and Software, and Namirial makes no representation or warranty regarding the transactions sought to be affected by any contract.

Certain types of agreements and documents may be excepted from electronic signature laws, or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. Namirial is not responsible or liable to determine whether any particular electronic contract is subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures.

Some services may provide features that allow the Client to share his/her content with other users or to make it public. If the Client uses these features the said users may use, copy, modify, or re-share his/her content in many ways.

Namirial employs physical, electronic and managerial procedures to safeguard and help preventing unauthorized access to the Client’s content. Namirial chooses these safeguards based on the sensitivity of the information collected, processed and stored and the current state of technology. Namirial, in accordance with its certifications (www.namirial.com), adopts all appropriate measures to guarantee the security of the Namirial Services and Software; however, Namirial shall not be held responsible for any malicious attacks outside its sphere of control.

The Client acknowledges and accepts that the Namirial Services and Software do not represent a document archiving tool. To this end, unless otherwise agreed between the Parties, the Customer undertakes to download and at the same time delete from the platform itself all the documents signed through the Namirial Services and Software within and no later than 90 (ninety) calendar days from the date of completion of the relative envelope. Once this period has expired, Namirial shall be authorised to remove the content.

Art. 7 Ownership and Constraints

Right of ownership, copyright and other industrial property rights remain with Namirial and Namirial’s licensors. This applies also for products developed by Namirial in the course of rendering services and placed at Client’s disposal. The Client is not permitted to remove or modify marks or copyright notices referring to industrial property rights owned by Namirial or any third party. The Client is not entitled to place the programs or results of provision of services at the disposal of a third party or parties for the business purposes of said third party or parties.

Trademark License of eSignAnyWhere Logo

The eSignAnyWhere logo is a registered European and International Union Trademark.

Art. 8 Warranties

Unless stated in Additional Terms, the Namirial Services and Software are provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, Namirial disclaims all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Namirial makes no commitments about the content within the Namirial Services and Software.

Namirial further disclaims any warranty that:

  1. the Namirial Services or Software will meet the Client’s requirements or will be constantly available, uninterrupted, timely, secure, or error-free;
  2. the results that may be obtained from the use of the Namirial Services or Software will be effective, accurate, or reliable;
  3. the quality of the Namirial Services or Software will meet the Client’s expectations; or that
  4. any errors or defects in the Namirial Services or Software will be corrected.

Art. 9 Obligations and Liability of Namirial

Claims for damages by the Client are debarred, except in cases in which the claimant provides substantiated evidence that the error lies within Namirial’s sphere of influence and was caused by wilful misconducts or gross negligence on the part of Namirial or its vicarious agents.

Namirial shall have no contractual or not-contractual liability for any damages, direct or indirect, suffered by the Client or any third party, resulting from or related to the misuse of the Namirial Software and Services by the Client or the violation of any provisions set forth in these General Terms and Conditions.

Namirial’s liability for each damage claim is restricted to 10% of the aggregate amount paid by the Client for the licence during the three-month period preceding the event. A damage claim is defined as the totality of claims for damage by all claimants resulting from the same act or the totality of claims by the same claimant with respect to various acts in legal or economic context, or the totality of a single claim issuing from one or multiple acts.

This limit does not apply to injury to persons or to damage caused by wilful misconducts or gross negligence, however, claimant must substantiate this more serious level of default.

Art. 10 Export Restrictions

By using Namirial Services and Software, the Client represents and warrants that he/she is not located in, under the control of, or a national or resident of, any country to which the European Union has embargoed goods. The Client agrees he/she will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the European Union in connection with his/her use of the Namirial Services and Software unless he/she has complied with all applicable European Union and foreign government export laws and regulations.

Art. 11 Customer Data and Data Protection

The Client accepts the fact that Namirial processes customer data and data of third parties including name, email address and phone number pursuant to the provisions of Reg. EU 2016/679. Namirial will not disclose data acquired in this way and will use the acquired data only as reasonably necessary to perform the services.

In the event that the personal data provided to the Client by the data subject also include sensitive personal data, the Client is required to collect the specific consent of the data subject.

For on-premise installations: subject to five working days prior notice, the Client explicitly agrees to grant Namirial’s staff or agents access to systems on which Namirial Software is installed and to allow Namirial to analyse use directly on these systems. Namirial will not disclose data acquired in this way and will use the acquired data for license auditing purposes only.

By signing the DPA, the Client shall appoint Namirial as Data Processor according to art. 28 of the Reg. EU 2016/679.

Art. 12 Support

Bugs may be reported via the user menu. The Client shall notify Customer Support immediately as he/she becomes aware of any unauthorized use of his/her account.

The after-sale service provided to the Client is supplied by Namirial through a dedicated communication channel (help desk) during the working time.

The Client acknowledges and accepts that during the provision of the after-sale service, both remotely and directly, the help desk operators may become aware of the Client’s personal data arising during the connection to the Client’s IT devices.

Art. 13 Confidentiality

The Client warrants to keep confidential any and all information disclosed to it in connection with the entry and performance of this Contract – irrespective of the kind and form of said information – both during the term of and after termination of the Contract, and not to exploit this information for his/her own purposes or for the purposes of a third party or parties. This non-disclosure and confidentiality condition must demonstrably be imposed on all persons with access to this information on account of their responsibilities.

Art. 14 Fees

Section applicable to online purchases only

“Service Plan” means the right to access and use the Namirial Service and Software for a specified period in exchange for a periodic fee, subject to the Service Plan restrictions and requirements that are used to describe the selected Service Plan on the eSignAnyWhere website. During the term of the Service Plan and subject to these General Terms and Conditions, the Client will have the right to obtain an account and register authorized users, who may access and use the Namirial Service and Software. The Client’s right to use its account is limited to its authorized users, and the Client agrees not to resell or otherwise provide or assist with the provision of the Namirial Service and Software to any third party.

An authorized user is defined as a human being with his true name authorized to access the Namirial Services and Software in order to use services such as “e-signing”, regardless of the number of devices (e.g. computer, smartphone, tablet, etc.) used by this authorized user and regardless of whether this authorized user is actively or not actively using the Namirial Services and Software any given time. The number of authorized users must be measured at the multiplexing front end. Prices may vary for different types of authorized users. A non-human operated device is not allowed to access the Namirial Services and Software as authorized user. One authorized user account cannot be shared between more than one individual.

If a Services Plan defines a monthly envelope limit (allowance), all envelopes sent in excess of the envelope allowance will incur a per-envelope charge or alternatively the Client will have to upgrade the account to a higher envelope allowance.  Any unused envelope allowances will expire and not carry over from one billing period to another. The Client’s account will be deemed to have consumed an envelope at the time the envelope is sent, regardless of whether envelopes were received by recipients, or whether recipients have performed any actions upon any document in the envelope.

The prices, features, and options of the Namirial Services and Software available for the Client’s account depend on the Service Plan selected by the Client. The Client may also purchase optional services on a periodic or per-use basis. Namirial may add or change the prices, features or options available with a Service Plan without notice. If Namirial modifies any of the foregoing terms, the Client may cancel its use of the Namirial Service and Software effective at the end of the billing cycle. Namirial may provide notice of any such changes by email, notice to the Client upon log-in, or by publishing them on the eSignAnyWhere site.

Namirial will provide the Client with one invoice in a format Namirial chooses, which may change from time to time.

Section applicable to purchases made through a sales representative only

The Client shall pay the amount specified in Economic Terms in the manner indicated therein.

General provisions

All prices indicated in the Contract are to be considered exclusive of VAT. In the event of late payment, interest calculated as in accordance with directive 2011/7/EU on combating late payment in commercial transactions shall accrue in favour of Namirial or of the Distributor, without the requirement to notify of the default and without prejudice to any other rights of Namirial. The Client acknowledges and agrees that, in the event of a failure to pay the amounts indicated in Economic Terms, Namirial may, at its sole discretion, suspend or terminate the Namirial Services and Software.

It is hereby understood that starting from the 2nd calendar year following the signing of this Contract, the amounts owed by the Client may be subject to an annual revaluation not exceeding the cost of living adjustment rate in force in the country in which the Client is established (e.g. in the case of a contract signed in 2022, the increase may take place from 2023).

The Client shall pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). Namirial and/or the Distributor shall not be responsible for these fees. Namirial and/or the Distributor may take steps to collect the fees owed by the Client. The Client is responsible for all related collection costs and expenses.

Namirial may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to the Client or anyone else. However, Namirial will make reasonable effort to notify the Client before Namirial makes the change. Namirial will also allow the Client a reasonable time to download your content. If Namirial discontinues a Service in its entirety, then Namirial will provide the Client with a pro rata refund for any unused fees for that Service that the Client may have prepaid.

Art. 15 Reasonable Use

If Namirial suspects that the number of envelopes sent from a particular Client is abusive and/or unduly burdensome or one user account is used by different persons, Namirial will promptly notify the Client, discuss the use-case scenario with the Client and any continued monitoring, additional discussions and/or information required to make a final determination on the course of action based on such information.

The Client shall not add files and attachments larger than 10MB to an envelope as large files may affect signing performance.

Section applicable to online purchases only

In the event that the Client exceeds, in Namirial’s sole discretion, reasonable use restrictions under a Service Plan, Namirial reserves the right to transfer end user into a higher-tier Service Plan without notice. If the Client misrepresents its eligibility for any Service Plan, the Client agrees to pay Namirial the additional amount it would have been charged under the most favourable pricing structure for which end user is eligible. Namirial may discontinue a Service Plan at any time, and with prior notice to the Client, may migrate the Client’s account to a similar Service Plan that may carry a different fee. The Client agrees to allow Namirial to charge the Client’s credit card for the fees associated with a substitute Service Plan, even if those fees are higher than those the Client agreed to when registered its account.

The Client is entitled to use the Namirial Services and Software for the term specified in Economic Terms

The Client accepts the fact that the Contract may be terminated and access to the Namirial Services and Software may be restricted with immediate effect in case of breach of these General Terms and Conditions without entitling the Client to claim for financial compensation. The Client shall cease and desist to use the program upon receipt of notice of termination of the Contract.

If the Client wishes to close the account, he/she shall visit the relevant account settings. Upon the Client’s request, Namirial will close the account, and delete any information from its active databases. In case the account credentials are the same used by the Client to access other services provided by Namirial, the Client declares to be aware that the deactivation of the account will also prevent the Client from accessing the other services. The account will be closed as soon as reasonably possible. If the Client has shared content or information through Namirial Services and Software with other users, such content or information may still be available to those other users if they have not also deleted it or closed their accounts. Namirial shall have no liability for any losses or damages of any kind which may be incurred by any party as a result of any disclosure made by such third parties. In the event of termination of this agreement for any reason whatsoever (e.g. in case of non-renewal), the Client shall be the sole responsible for the interruption of any activity connected to the supply of the Product.

Art. 16 Term and Cancellation of the ContractArt

The Client is entitled to use the Namirial Services and Software for the term specified in Economic Terms

The Client accepts the fact that the Contract may be terminated and access to the Namirial Services and Software may be restricted with immediate effect in case of breach of these General Terms and Conditions without entitling the Client to claim for financial compensation. The Client shall cease and desist to use the program upon receipt of notice of termination of the Contract.

If the Client wishes to close the account, he/she shall visit the relevant account settings. Upon the Client’s request, Namirial will close the account, and delete any information from its active databases. In case the account credentials are the same used by the Client to access other services provided by Namirial, the Client declares to be aware that the deactivation of the account will also prevent the Client from accessing the other services. The account will be closed as soon as reasonably possible. If the Client has shared content or information through Namirial Services and Software with other users, such content or information may still be available to those other users if they have not also deleted it or closed their accounts. Namirial shall have no liability for any losses or damages of any kind which may be incurred by any party as a result of any disclosure made by such third parties. In the event of termination of this agreement for any reason whatsoever (e.g. in case of non-renewal), the Client shall be the sole responsible for the interruption of any activity connected to the supply of the Product.

Art. 17 API

Namirial provides an API (Application Programming Interface) for integration. API usage can be limited (e.g. maximal n API calls per account per hour) as provided for in Economic Terms.

Art. 18 Governing law and Jurisdiction

The Contract is governed by Italian law.

The Court of Ancona shall have exclusive jurisdiction in relation to any dispute or claim between the parties arising out of or in connection with the Contract or any amendments thereto.

This clause shall not apply whether the Client falls within the definition of consumer indicated in art. 2 of Directive 2011/83/EU.

Art. 19 Governing law and Jurisdiction

The Client accepts the fact that claims shall be based on written agreements. Namirial and the Client expressly and irrevocably declare that any future waiver of the requirement for written form will not be effective unless assented to in writing. For the purposes of concluding, performing and terminating this contract agreement with Namirial, the Client agrees that either advanced electronic signatures or digital handwritten biometric signatures may be as equivalent of written form.

Should any of the preceding provisions prove invalid as a whole or in part for any reason, or should any part lose its validity at a later date, the rest shall remain unaffected and valid. In this case, both parties agree to replace the invalid clause with a corresponding text, which is valid and equivalent to the intended meaning. In case of a loophole in the use of the software and utilization of services, all stake holding parties agree to insert a text, which is valid and equivalent to the intended meaning.

The Client declares that it is aware of and accepts that Namirial has the right to amend these General Terms and Conditions and the aftersale service conditions at any time. The above amendments will be notified to the Client by email or certified email or through the publication on the website https://www.esignanywhere.net/en/ and will be effective after 30 (thirty) days from their notice or publication. Whether the Client does not accept the above amendments, he/she shall be entitled to terminate the Contract by the effective date. The notice of termination must be sent to Namirial in the manner set forth in Economic Terms.

Processing of personal data

This agreement for the processing of personal data is concluded between Namirial (hereinafter also “Data Processor”) and the Client (hereinafter also “Data Controller”).

  1. Appointment

Pursuant to Art. 28 of EU Reg. 2016/679 (hereinafter also the “Regulation”), the Client, acting as Data Controller, who is responsible for decisions regarding the purposes and methods of personal data processing, in the person of its legal representative, appoints Namirial, which accepts, as the Data Processor for personal data processing carried out within the scope of the contractual agreements in force.

  1. Duration, purposes, types of data, categories of data subjects and place of processing.

This appointment will have the same duration as the Contract to which reference is made.

The Data Processor will carry out processing operations on common data, specifically personal data (e.g. first name, last name), contact data (e-mail address, telephone number, e-mail content, etc.) and every other information transmitted by using the Service.

The categories of data subjects will be employees, customers and suppliers of the data controller.

The purposes of the processing are to be included in the scope of the services requested by the Client contained in the Contract and its annexes, and in all subsequent agreements modifying and supplementing the same, which alternatively include: A) After-sales service; B) Ongoing assistance.

  1. Obligations of the Data Controller

The Data Controller declares that the data it transmits to the Data Processor: i) are relevant and not excessive in relation to the purposes for which they were collected and subsequently processed; ii) are collected in compliance with all the prescriptions of the regulations in force on the processing of personal data; iii) are updated at the time of processing of the documents relating to employees’ payroll.

It is understood that it remains the Data Controller’s responsibility to identify the legal basis of the processing of the personal data of the persons concerned.

The Data Controller undertakes to hold the Data Processor harmless from any claims that may be made by the data subjects, on the basis of the rights attributed to them by Articles 15 et seq. of the Regulation, for unlawful processing of personal data, as well as from any other claim that may be made by the institutional bodies in charge of sanctions and controls on the processing of personal data.

In the event of violations of the provisions of the regulations in force on the processing of personal data, also in the light of the civil and criminal implications provided for by the current legal system, liability shall be attributable solely to the Data Controller, with the right of the Data Processor to take legal action to satisfy the rights and interests harmed by said violations.

The Data Controller remains responsible for the processing of information implemented through application procedures developed according to its specifications and/or through its own IT or telecommunications tools.

  1. Obligations of the Data Processor

The Data Processor undertakes to:

  1. process personal data in accordance with the documented instructions of the Data Controller;
  2. ensure that the persons authorised to process personal data are committed to confidentiality and are adequately trained;

iii. take all measures required under Article 32 of the Regulation;

  1. complying with the conditions set out in Article 28(2) and (4) of the Regulation when using another controller;
  2. taking into account the nature of the processing, assist the Data Controller with appropriate technical and organisational measures, to the extent feasible, in order to comply with the Data Controller’s obligation to comply with requests for the exercise of the data subject’s rights under Chapter III of the Regulation;
  3. assist the Data Controller in ensuring compliance with the obligations set out in Articles 32 to 36 of the Regulation, taking into account the nature of the processing and the information available to the controller;

vii. make available to the Data Controller all the information necessary to demonstrate compliance with the obligations set out in this contract and the applicable legislation, allowing and contributing to audit activities, including inspections and in proceedings before the Supervisory and Judicial Authorities involving the Data Controller;

viii. at the Data Controller’s option, erase or return all personal data after the provision of services relating to the processing is terminated and delete existing copies, unless Union or Member State law requires retention of the data;

  1. to promptly notify the Data Controller any requests from data subjects, objections, inspections or requests from the Supervisory Authorities and the Judicial Authorities, and any other relevant information in relation to the processing of personal data.

Without prejudice to the general principles of personal data protection, the Data Processor shall fulfil its obligations to an extent proportionate to the purpose and aims pursued, also in relation to the efforts required and the risks for the rights and freedoms of the data subjects.

  1. Authorisation for the appointment of Sub-Processors

The Data Controller authorises the use of Sub-Processors (hereinafter “Sub-Processor(s)”) for processing operations.

The Data Controller ensures that the Sub-Processor(s) is (are) bound by a contract or other legal act under Union law in which personal data protection clauses are defined and that such clauses offer guarantees of protection that are not inferior to this contract.

  1. Transfer to Third Countries

If the Data Controller intends to carry out transfers of personal data outside the EU, these may only take place if the conditions set out in Articles 44 et seq. of the Regulation are met.

  1. Security Measures

The Data Processor shall implement at least the technical and organizational measures specified in art.32 GDPR to ensure the security of personal data. This includes protection against any security breach that accidentally or unlawfully results in the destruction, loss, modification, unauthorized disclosure of or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved in the processing for the data subjects.

The Data Processor shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

  1. Provisions in case of termination of processing

Upon termination of the processing operations entrusted to the Data Processor, as well as upon termination for any reason of the processing by the Data Processor or of the underlying relationship, the Data Processor at the Data Controller’s discretion shall be obliged to: (i) return the processed personal data to the Controller or (ii) arrange for their complete destruction, except only in cases where the retention of the data is required by law or for other purposes (accounting, tax, etc.). In both cases, the Data Processor shall provide the Controller with a written declaration stating that no copy of the Data Controller’s personal data exists at the Data Processor’s premises.

  1. Record of processing activities

The Data Processor, where the cases referred to in Article 30 of the Regulation apply, must keep a record pursuant to Article 30.2 of the Regulation of all categories of processing activities carried out on behalf of a data controller, containing:

  1. the name and contact details of the Data Processor(s) and, where applicable, the Data Protection Officer;
  2. the categories of processing operations carried out on behalf of the Data Controller;

iii. where applicable, transfers of personal data to a third country or international organisation, including identification of the third country or international organisation and, for transfers referred to in the second paragraph of Article 49 of the Regulation, documentation of the appropriate safeguards;

  1. where possible, a general description of the technical and organisational security measures referred to in Article 32(1) of the Regulation.

Gratuity

It is understood that this appointment does not entail any right of the Data Processor to any specific remuneration and/or indemnity and/or reimbursement arising from this appointment.

This appointment is expressly intended to revoke and replace any other appointment for the same data processing activity.

[this Contract is signed by means of electronic signature]

The undersigned declares to have fully read and understood the meaning of and expressly accept provisions contained in the following articles of the General Terms and Conditions (Mod.NAM SAW11): Art. 2 (Contract); Art. 5 (Obligations and liability of the Client); Art. 6 (Content); Art.7 (Ownership and Constraints); Art. 8 (Warranties); Art. 9 (Obligations and liability of Namirial); Art. 10 (Export Restrictions); Art. 14 (Fees); Art. 15 (Reasonable use); Art. 16 (Term and Cancellation of the Contract); Art. 18 (Governing law and Jurisdiction); Art. 19 (Miscellaneous Provisions).

[this Contract is signed by means of electronic signature]

 
Namirial S.p.A., Via Caduti sul Lavoro n. 4, 60019 Senigallia (An), Italy | Tel +39 071 63494  | contact[at]namirial.com
Company Registration: Trade and Companies Register of Ancona and Tax Code No. 02046570426 | Economic and Administrative Index (REA) No. AN157295 | Share Capital 8.256.361,60 EUR | VAT Nr. IT02046570426