General Terms and Conditions

Zerynth, holder and owner of the Zerynth project and brand, active in the sector of design, implementation and sale of solutions in the IoT (Internet of Things), mobile software applications, web, stand alone and embedded, electronic devices, mechatronics, intelligent, analysis and measurement tools, uniquely identified in its reference market with the “Zerynth” brand.

Zerynth is the owner of the patent for a realtime multithreaded operating system (“Zerynth OS”), capable of providing better performance by using a single calculation unit in which the execution of programs takes place in parallel mode, ensuring better performance and efficiency. The “Zerynth OS” system also allows the use and reuse of code on a wide range of microcontrollers, providing almost complete independence of the software system from the hardware system and, as a result, a highly customizable system for each IOT solution.

Zerynth designs and develops intelligent products and interconnected systems, provides solutions for small and large companies, for i) the acquisition, processing and reporting of data obtained from the use of machinery in order to digitize the ” Company through the optimization of industrial processes and / or services; ii) the Engineering Activity, on a non-exclusive basis, of the devices of the Companies which, integrated with the use of Zerynth Hardware products, become innovative interconnection systems that the Company itself can place on the market.

Zerynth is therefore the inventor and owner of the products listed below, the details of which are described in the “Products” section of the website www.zerynth.com:

• Hardware products aimed at acquiring data from the machines and devices to which they are connected: ZM1; ZMX1; ZM1-EVA; ZM1-DB; EXP-IO; EXP-SER; EXP-RELAY; EXP-PROTO; 4ZeroBox;
• Software products: i) “Zerynth OS”; ii) “Zerynth SDK”; iii) “Zerynth Cloud”, which is supplied provided in SAAS mode or under license indefinitely on the Customer’s computer systems, and specifically composed of the “ZDM or Zerynth Device Manager”, ZStorage, ZDashboard software;

Zerynth is therefore the inventor and owner of all the rights related to the industrial property of the products indicated above and also provides design and engineering services based on the Products indicated above.

These General Conditions are applied to all product sales contracts (hereinafter “Zerynth Products”) and “Software Licenses” and any contract works “Contracts” marketed by Zerynth S.p.a, Tax Code 02188290502, with registered office in Pisa (PI), Galleria Giovanni Battista Gerace no.14, Italy (“Zerynth”), stipulated between the latter and the Customer.

These General Conditions will prevail over any other contractual condition of differing content, unless the same has not been negotiated directly with the Customer and is stated in a written agreement. The acceptance of the offer or the sending of an order by the Customer is connected and subject to the knowledge and acceptance of these General Conditions.

These General Conditions, together with the offer accepted by the Customer or the order sent by the Customer, are understood as collectively defined as the “Supply Contract”. The duration of the Supply Contract is specified in the offer or in the applicable order and / or in the communication of acceptance of the order itself.

1. Definitions

“Software Updates”: sequences of instructions and information designed to improve, enhance and develop the Service. The Parties agree separately whether the updates are costly or included in the initial supply.

“Engineering Activities”: design, prototyping, production and industrialization services of Zerynth Hardware products.

“Customer”: the Subject, natural or legal person, identified in the Order, who agrees to receive the Services from Zerynth and / or who purchases the products under the Agreement.

“Contract”: collectively these Conditions of Sale, the particular Conditions of Sale relating to the Products and / or Services to the Zerynth Supply, the “Purchase Order”, the Attachments, the Privacy Policy.

“Consideration”: collectively, (i) the fee that the Customer is required to pay for the rental of the platform or for the Maintenance and Assistance fees, equal to the amount specified in the Order (the “Fee”) and (ii) the price that the Customer undertakes to pay to Zerynth for the purchase of the Hardware or for the installation services or services rendered by Zerynth (the “Fixed Consideration”), equal to the amount defined in each Order. The Fee and the Consideration Fee will correspond to the offers of Zerynth applicable at the time of acceptance of the Conditions, as defined in the order signed between the parties.

“Dashboard”: graphical user interface that provides an immediate view of the key performance indicators related to a particular business objective or process. It allows to monitor the contribution of various departments in their organization, thus providing a “snapshot” of performance.

“Effective Date”: the date of acceptance of each “Purchase Order”.

“Defect”: any anomaly of the Zerynth IoT Infrastructure, the Zerynth Product, or the Zerynth Service to provide the functionality or performance characteristics specified in the Documentation or to operate in compliance with the Technical Specifications of the individual Products referred to in letter D of the Premises.

“Customer Devices”: are the hardware devices from which the Customer intends to collect the signals to be monitored to create IoT products to offer to its end customers and for which ZERYNTH prepares the development and configuration of the “Zerynth IoT Platform” infrastructure.

“Documentation”: all user guides and operating guides, instructions for use and warranty or other similar manuals and / or documentation relating to Zerynth Products, Zerynth Software Products, Zerynth Services, ” Zerynth Education and Training ”, to the“ Zerynth After-Sales Assistance ”Services.

“FOB (Free On Board)”: is one of the contractual clauses in use in international sales, those codified in the Incoterms and which serve to establish the rights and duties of each of the parties involved, also defining the breakdown of transport and insurance costs and customs between seller and buyer. They are the responsibility of the seller (Zerynth) until the carrier is taken over. The responsibility for custody of the Products passes to the buyer from the moment in which the shipment is ready delivered to the carrier and is ready for departure.

“Working day”: indicates a day (other than Saturday or Sunday or the holidays foreseen by the calendar) on which Zerynth is open and active in Pisa.

“Internet of Things or Internet of Things or IoT”: corresponding to the technological area, as indicated in the Recommendation Y.2020 of the International Telecommunication Union (ITU-T Racc. Y.2020), to the definition of a platform enabling new services that include cooperation between physical objects (equipped with processing, storage, communication, sensing and actuating functions) and virtual (cyberspace) objects using the most modern information and communication technologies (including the Internet, Cloud Computing, Edge / Fog Computing, etc.).

“On-premises license”: is a model of use for server-based software, which the Customer or the licensee installs on their premises, on their machines. The Customer accesses the Service through a platform and / or, if provided, an APP. The Customer has complete and direct control of the software and data and assumes all associated risks.

“Machines and equipment used by the Customer”: are the hardware devices from which the Customer intends to collect the signals to be monitored to build the dataset and for which ZERYNTH prepares the development and configuration of the “Zerynth IoT Platform” infrastructure.

“Commercial Trademark”: set of signs used to identify ZERYNTH products in commercial operations.

“User Manuals and Data Sheets”: the documentation prepared ad hoc and provided by ZERYNTH to the Customer, in analogue and / or electronic format, and inherent to the functionality and methods of use of the “Zerynth IoT Platform” infrastructure;

“Purchase Order”: the order sent by the Customer to the Zerynth sales department for the purchase of the Products. A Purchase Order is presumed to have been made if and only if the submitted request contains the following information and meets each of the following criteria:

• the billing and shipping address is in accordance with the address of the Customer’s registered office  with Zerynth or one pre-approved by Zerynth; 
• contains the telephone number, fax number and e-mail address and PEC of the Customer; 
• contains payment information and payment method (pre-approved by Zerynth); 
• contains the Zerynth production code, the name of the product and the number of product units to be requested, the name of the service or the name of the order as communicated by Zerynth; 
• contains the preferred Shipping Method (FedEx, DHL, etc.), as well as the Customer’s shipping account number; 
• contains the reference to the offer number issued / approved by Zerynth 
• contains the Purchase Order Number assigned by the Customer.

“Zerynth Commercial Offer”: The commercial proposal for the sale of Zerynth Goods and Services sent to the Customer for acceptance. The same proposal, accepted by the Customer and transmitted by the same to Zerynth in the manner described in this Agreement, constitutes the Purchase Order.

“Cloud platform” (i.e: cloud computing): platform for the provision of computing services, offered “on demand” by a supplier to a customer through the Internet as a server, storage resources, database, network, software, analysis and intelligence, via the Internet (“the cloud”), to offer rapid innovation, flexible resources and economies of scale. The use of a Cloud platform from a third party supplier allows the Company to pay only the cost for the cloud services used more efficiently, saving on operating costs and scaling resources according to the evolution of business needs. The service is provided is expensive but it is much cheaper than setting up your own systems.

“Python”: a high-level, object-oriented programming language suitable, among other uses, for developing distributed applications, scripting, numerical computing and system testing (for a broader description: https: //it.wikipedia. org / wiki / Python).

“Intellectual property”: licenses, logos, commercial signs, names, signs, registered designs, image rights, copyrights, inventions, utility and use models, licenses, confidential information, commercial name, domain name and any additional intellectual property and similar rights and any further similar or corresponding rights (including any associated property) that can be claimed in any part of the world (whether or not it is registered or registered).

“Zerynth Products”: identifies all the individual products marketed by Zerynth, which in this case may be of a Cloud, SAAS, Software, and Hardware nature. The set of Zerynth Products represents the “Zerynth IoT Platform”.

“Design Report” is the result, the ouput of the Design and Configuration Service of software functional to the operation of Zerynth Products according to the Customer’s wishes.

“Study Report”: it is the result, the output of the technical-economic Feasibility Study activity of the development of an IoT system developed on the basis of the functionality and requirements required by the Customer.

“SAAS or Software As a Service”: identifies all cases in which the software is not installed locally, but is used remotely via an Internet connection. It is therefore a service that relates to “cloud computing” for which applications are performed directly online, while the supply, maintenance and updating are the direct care and responsibility of the service provider. The user must only provide the functionality of their devices and have their own fast and constant internet connection.

“State of Work Progress (SAL)“: is the document that certifies the completion of a certain amount of works and work of any type and of any size, in order to be able to calculate the amount that the customer must pay to the company commissioned to carry out the assigned task.

“Technical-Economic Feasibility Study Service”: preliminary study service of the technical and economic aspects aimed at defining the feasibility of developing an IoT system. This activity produces a “Feasibility Report” in output and is followed by a Design Service.

“Technical specification of project”: the project document that details the functionalities of the project, the HW and SW components and the logical process maps.

“Test Report”: the document, or the section contained in another document (by way of example, but not limited to, the Design and Configuration Report) which confirms the correct execution of the supply of Zerynth Products and Services. The aforementioned document is signed for acceptance by the Customer and the guarantees and responsibilities of Zerynth referred to in these General Conditions are reserved.

“Zerynth Device Manager”: centralized software service for remote management and updating of Zerynth Hardware, as well as for diagnostics, processing, data analysis and even reporting on the dashboard.

“Zerynth Hardware”: a hardware system made up of a set of instruments which, when suitably connected and set, create one or more measurement chains through sensors, which read the physical quantity of interest, and convert it into an electrical signal and acquisitions which reads the said electrical signal providing for its recording.

“Zerynth Software”: a system of software tools that appropriately configured allow you to run the “Zerynth IoT Platform” infrastructure on the customer’s machines, equipment and devices. It consists of the following software modules: i) “Zerynth OS”; ii) “Zerynth SDK”; iii) Zerynth Cloud, which is supplied in SAAS mode or licensed indefinitely on the Customer’s computer systems, and specifically composed of the “ZDM or Zerynth Device Manager”, ZStorage, ZDashboard software.

“Zerynth IoT Platform”: infrastructure consisting of a series of hardware units, called “Zerynth Hardware”, sold outright for the acquisition of data obtained from the use of the customer’s machines, equipment and devices and a series of software, called “Zerynth Software”

2. Object

2.1. The object of this contract is the supply, on a non-exclusive basis, of the following listed below Hardware Products and / or Software Products and / or Services listed in the Zerynth Commercial Offer with the methods better identified in the rest of the contract and in the respective descriptive Attachments of the Services themselves.

3. Effectiveness, duration of the contract and withdrawal

3.1. The effects and obligations under this Agreement will run from the date of signing this agreement.

3.2. The design service is prepared by Zerynth on the basis of the customer’s instructions and with reference to the devices and / or machinery that must be the subject of the monitoring activity, which excludes that it can be immediately used and used by other and different machinery.

3.3. The “Zerynth Cloud” Software Service is provided in SAAS mode or under an On-Premises licence according to the Client’s wishes as specified in the following point.

4. Purchase Orders, cancellation orders

4.1. Zerynth will accept Purchase Orders that are complete and made by e-mail, electronic order form and / or equivalent electronic communication. The Order is considered firmed when it is accepted by Zerynth through an e-mail containing confirmation of the acceptance of that Order and shipments through Zerynth’s automated shipping system, including the order tracking number.

4.2. The Products requested with the Purchase Order will be shipped within 5 (five) working days of acceptance if there is stock availability. In any case, Zerynth will give formal confirmation of the expected delivery times.

4.3. The Purchase Order, issued and accepted, cannot be cancelled without the express written approval of Zerynth and the related payments will be considered duly issued and charged to the Customer.

4.4. The cancellation by the Customer, prior to shipment, must be requested in writing and is subject to payment to Zerynth of the cancellation fee and reload costs in the warehouse, including the reimbursement of direct costs. Zerynth also has the right to cancel an order for good cause at any time upon written notice.

5. Supply of “Zerynth Hardware” Products: place of delivery, risk, guarantee, claims, returns and indemnity

5.1.Zerynth will definitively transfer the hardware unit, called “Zerynth Hardware” to the Customer at the premises indicated by the Customer in the purchase order.

5.2.  Up to the time of delivery and only up to that moment, any risk related to loss or damage to the hardware is fully borne by Zerynth;

5.3. The orders are subject to shipping fee, as quantified in the offer, unless otherwise specified in the offer.

5.4. Zerynth will also be required to provide the Customer with information and clarifications on the operation of the products and services with the delivery of user manuals and technical specifications, as well as to carry out maintenance. The Instructions for Use contain important information regarding both the correct use of the Products and any adverse reactions and contraindications. It will be the Customer’s responsibility to read and store such information in view of their future use.

6. Supply of “Zerynth Software” products, non-exclusivity, way of use

6.1.  Zerynth supplies the Zerynth Software Products corresponding to the Zerynth Commercial Offer and in relation to the infrastructure required with the same Purchase Order and can be based on a project carried out by Zerynth (“Study Reports”) or from third parties.

6.2. The Study Reports provided by the Customer or third parties is provided “as is” and the required result is offered if and only “if available”. Zerynth and the Customer acknowledge, and with this clause expressly declare, to exclude that the  “Study Reports”  is covered by any guarantee, whether express or implied, of operation or adequacy for the purpose indicated by the Customer.

6.3. The Zerynth IoT Software Products are provided to the Customer on a non-exclusive basis, and is composed of software, called “Zerynth OS” and the software package called “Zerynth Cloud”, under the conditions and characteristics identified in the Zerynth Commercial Offer. .

6.4. The “Zerynth Cloud” software is provided in SAAS mode or in License on Premises (depending on the specific customer request in the Purchase Order: i) If the Customer has chosen the SAAS mode, Zerynth will deliver to the Customer the authentication credentials for the execution and operation of the “Zerynth Cloud” Software in SAAS mode allocated on the proprietary Zerynth cloud platform, commuinicating with it according to the technical guidelines that are better specified in the Zerynth Commercial Offer and / or in the “Design Report”: the usability of the software will take place by accessing the resources allocated to Zerynth servers, remotely, through the issued authentication credentials and using its own hardware material and adequate connectivity or alternatively the Zerynth IoT mobile solutions (“4ZeroBox Mobile”; ii)  Where the Customer has chosen to install the Zerynth Software on their computer systems (on premises), Zerynth will take care of their correct installation on the machines indicated by the Customer, after verifying the compatibility and suitability of the system requirements. Once the installation phase has been successfully completed, in which the Customer has the right to participate, Zerynth software will be considered fully accepted by the Customer.A report will be drawn up of this activity containing the worksheet, the operation and the effective date of the license, which will be sent to the Customer by Zerynth. Any further assistance requested by the Customer to allow its employees to use the Zerynth software will be carried out by the Company at the rates in effect at the time of the service. Alternatively, the Parties may provide for the provision of an annual or multi-annual assistance service at a fixed costThe use of Zerynth Software products in the on premises mode is subject to the granting of a user license with which the Customer acquires the right to use the software on his computer system, according to the plans and types of duration chosen and better specified. in the Zerynth Commercial Offer.

6.5  In particular, Zerynth will authorize and grant to the Customer the right to open accounts for each of its end customers as well as for its own technicians whom it will assign assistance in accordance with what is reported in the Zerynth Commercial Offer. Through these accounts, each customer and / or technician appointed by the Customer can, in total autonomy, consult and have access to the software and related data provided by the system. The Customer is therefore required to keep and ensure that authorized personnel keep the authentication credentials with the utmost confidentiality and with the utmost diligence, undertaking not to transfer them or to allow their use to unauthorized third parties. It is also aware of the fact that the knowledge of the authentication credentials by third parties would allow the latter to use the “Zerynth Cloud” software unauthorized and access any information stored therein.

6.6. Software products that make up the Zerynth IoT infrastructure are composed by software and / or firmware. To the Customer is granted only and exclusively a non-exclusive, non-transferable authorization to use the Zerynth Software or firmware product supplied only in the form of an object code and only together with the products supplied by the vendor, without the right to grant sub-licenses, to disclose , disassemble, decompile, reverse engineer or modify.

6.7.The Customer is aware of and undertakes to manage and use the “Zerynth Cloud” software for himself or for third-party Users, contractually authorized by Zerynth, in accordance with the specifications of use, better indicated in the “User Manuals and Data Sheet ”and exclusively for the purposes for which they are intended, aware that, for said infrastructures, in the event of anomalous or illegitimate use, it remains solely and exclusively responsible towards Zerynth.

6.8. The Customer is aware that Zerynth does not carry out any monitoring activities on the software provided in On Premises mode that have not been indicated in the Zerynth Commercial Offer

6.9. In any case, it is expressly forbidden for the Customer to copy, in whole or in part, the Zerynth software and in any case to carry out the operations referred to in art. 64 bis, lett. a) and b), Law 22nd of April 1941, no. 633.

7. Design and Development Service and Configuration 

7.1. The Design and Development Service, according to the characteristics better identified in Annex A to this agreement (“Zerynth Commercial Offer) aimed at the study for the configuration and development software functional to the operation of Zerynth products according to the customer’s wishes. This activity produces a “Design Report” in digital format. The service is provided under the economic conditions indicated in the Zerynth Commercial Offer.

7.2. The Service will be considered completed and transferred to the Customer with the delivery of the “Design Reports”, which, except for impeding circumstances not attributable to Zerynth, will take place within the deadline specified in the Zerynth Commercial Offer.

7.3 The Design and Development Service is provided “as is” and the requested result is offered if and only “if available”. Zerynth and the Customer acknowledge, and with this clause expressly declare, to exclude that the Design Service is covered by any warranty, whether express or implied, of operation or adequacy for the purpose indicated by the Customer. The design assignment of Zerynth is by its nature indeterminate and precarious, and may be dissolved at any time by both parties, without prior notice, by written communication, including electronic, with acknowledgment of receipt. In any case, it is understood that, in any case of withdrawal and / or termination, the amounts are due, based on the progress of the project, and on the basis of the services actually provided.

7.4 .The Customer has the right to check the progress of the project at any time, previously defined in an agreed time schedule. To this end, Zerynth will allow trusted personnel previously accredited by the Customer to access the project at the simple request of the latter.

7.5. Zerynth undertakes, in the event of withdrawal and / or termination of this agreement, for any reason, and consequent interruption of the supply of goods and services, to immediately supply the latter, in order to guarantee the continuity of the Customer’s service the information, all documentation, none excluded, in paper and digital format, even in the case of partial development of the project referred to in point 7.3 above, to allow the Customer to replace the system, or continue the project, developed by Zerynth with another equivalent and alternative concurrency system, without the loss of functionality and with the possibility of recovering the data of the systems already installed.

8. Economic conditions and billing of the supply service

8.1. Unless otherwise agreed in writing, the price of the Products supplied by Zerynth to the Customer will be that indicated in the Zerynth Commercial Offer. All prices are to be understood as not inclusive of VAT or any other tax, tax burden or any duties and customs fees not provided for by Zerynth. Payments must be made in accordance with the relevant indications contained in the supply offer and / or in the order confirmation and / or in the contracts entered into directly with Zerynth.

8.2 The payments due by the Customer must be made, as essential condition,  in the manner indicated in the Zerynth Commercial Offer. In case of payment by bank transfer, the same will be considered validly executed upon receipt by the Zerynth support bank of free funds to cover the payments due, after deduction of any applicable bank commissions. The aforementioned payment terms are to be understood as peremptory.

8.3. Zerynth has the right to suspend orders and shipments as well as to take any action deemed necessary or appropriate for the recovery of the credit if the aforementioned payment terms are not respected. Failure by the Customer to comply with the payment terms will also result in i) the right to suspend or terminate the contract with the consequent loss of all payment facilities and / or any prizes granted by Zerynth to the Customer; ii) the right to suspend or cancel other contracts in progress, without the buyer being able to make claims for compensation or indemnification of reserves in this regard; iii) the application of default interest calculated pursuant to Legislative Decree no. 231/2002; iv) the right of Zerynth to obtain compensation from the Customer for all damages deriving from the non-execution of the contracts.

8.4 The Partner expressly acknowledges that Zerynth will have the right and right to assign its credit to third parties.

9. Defects, warranties and return procedures technical support and complaints

9.1. The Customer undertakes to use the Zerynth Products according to the purposes set out in this agreement and in accordance with the granted authorizations.The products are guaranteed against manufacturing defects and flaws in accordance with current laws.

9.2. Zerynth will not make refunds for the purchase contracts operated, however it undertakes to replace at its own expense the purchased material, which was found to be defective due to a fact attributable to Zerynth itself.

9.3. In case of return for repair or replacement not covered by the warranty referred to in the following art 9.4. The transport costs are the sole responsibility of the customer and therefore any shipments carriage forward will be rejected. The standard warranty of the material we produce is valid for a period of 12 months from the date of shipment.Any intervention under warranty will be ex works Zerynth (PISA). Repaired or replaced products are covered for the remaining period to complete the remainder of the original warranty term. With respect to software and firmware, unless otherwise specified in a license from Zerynth or a third party, we warrant that the standard software and firmware products provided referred to in this document, when used with suitable hardware and equipment, will function according to the operating specifications and reference manuals.

9.4 Unless otherwise specified, the returned Hardware Products are subjected to repairs according to these methods. The Customer will observe the following conditions and RMA procedures:

1. a) the Customer will have 1 (one) year of manufacturer’s warranty from the date of delivery of the Product (s).
2. b) Zerynth guarantees all Customers a “Technical Support” to which they can contact and will direct their Customers in the event of a malfunction or non-functioning of the Products. It will be Zerynth’s responsibility to carry out any checks.
3. c) If the Products can be repaired under warranty and this cannot be done remotely, Zerynth will provide the Customer with an RMA number and ask to return the malfunctioning Products for repair or replacement. The RMA will include precise instructions on the return procedure.
4. d) Zerynth will send and / or deliver the replacement Products to the Customer only after express consent to the replacement of Zerynth.
5. e) Zerynth will examine and test the returned Product (s), to assess the source of the malfunction and, in hypothesis, (i) repair or (ii) replace the Product (s) at its own expense as soon as possible, within and no later than 30 (thirty) days after receiving the return shipment.
6. f) If the Product (s) is determined to be fully functional without defects following inspection and testing by Zerynth, the Customer will be charged a service fee and shipping costs for the return of the Product (s).
7. g) With regard to the Products resulting from the engineering and integration of the systems marketed by the Partner, the Partner will directly manage all relations with its Customers.

9.5. In case of defective or however not working  Zerynth Software products, Zerynth will examine and test the returned Product (s), to assess the origin of the malfunction and, in hypothesis, will arrange, remotely, the routine maintenance activities to restore the correct functioning of the software. If a reset with remote activities is not possible, Zerynth will schedule a maintenance intervention at the Customer’s premises and replace the Product(s) to the Customer at its own expense, as soon as possible, no later than 30 ( thirty) days from the notification of the malfunction by the Customer.

9.6. If the failure depends on the Customer, ascertained following inspection and testing by Zerynth, the Customer will be charged a service cost for the restoration.

9.7. The Customer will not be able in any way to compensate the amounts for the interventions under guarantee from the sums due in payment to Zerynth on unpaid invoices.

9.8. Any request for implementations, extraordinary maintenance, updates, not provided for in the Zerynth Commercial Offer must be negotiated by separate negotiation, at the express request of the Customer. The Customer undertakes to adopt any technical or organisation measure to allow the performance of Zerynth referred to in point 9.5.

9.9. In addition to the aforementioned cases, any maintenance intervention requested by the Customer on site will be regulated by a separate offer to quote the costs and expenses of the service.

10. Limitation of Liabilities

10.1 The following liability limitation clauses are justified by the economic conditions of the supply applied to the Customer in the best favor regime.

10.2. In the event of failure due to a fact attributable to Zerynth, the Customer will have the right, by way of penalty and therefore of all-inclusive compensation, to the repetition of the amount paid for each of the goods and services purchased and found to be inefficient.

10.3. The Customer expressly accepts and acknowledges that the termination / dissolution of this agreement, for any reason or title, entails the automatic revocation of all benefits of the term for the payment of all activities and all services already rendered, even partially, as well as for materials and goods purchased for the execution of this agreement or other previous ones.

10.4. Zerynth will not be liable for delays, suspensions and / or interruptions in the provision of the Service caused by:

1. a) force majeure or unforeseeable circumstances;
2. b) tampering or interventions on the Service or on the equipment, carried out by the Customer or by third parties;
3. c) incorrect use of the Service by the Customer;
4. d) malfunction of the electronic devices and computers used by the Customer

10.5. Zerynth does not interact directly with the Customer’s systems, therefore, the Customer undertakes to notify to Zerynth without delay of any malfunction and / or inefficiency of the Services. The Customer also undertakes to guarantee, indemnify and hold harmless Zerynth from questions, claims or actions, including third parties, deriving from the Customer’s act or fault, concerning improper use of the goods.

10.6 In the provision of its Services, Zerynth does not assume any roles of direction, coordination, supervision, supervision and control with reference to the Customer’s reference activities. The activities described are provided by Zerynth to the Client through its own organization and business risk management, being independent economic subjects, outside of any stability, subordination or coordination constraints and without assuming any subordination, para-subordination or agency relationship.

11. Reservation of right

11.1. Zerynth reserves the right to:

• carry out at any time those changes, updates or additions to the software and / or to the methods of providing the Services connected to it.
• to suspend the usability in whole or in part of the Software and / or the Services connected to it, upon prior written notice to the Customer. 
• to deny, suspend or cancel the licensing of the Software and the Services connected to it, if such action, at complete discretion, should be deemed necessary a) to protect the integrity and stability of the Service and / or its IT platform ; b) in order to comply with all laws, administrative regulations, requests from legislative, administrative and judicial authorities, or any dispute resolution process; or c) to avoid any liability, civil or criminal, of Zerynth as well as of its affiliates, officers, directors and employees; or d) to prevent or bring to an end violations of the content of this Agreement including, without limitation, the Annexes. 
• to terminate the contract in the event of non-payment within the terms provided for in the previous art. 7.1 and / or insufficiency of the sums indicated therein, this being considered a serious breach of contract pursuant to art. 1456 of the Italian Civil Code.

11.2.  The Customer expressly accepts and acknowledges that the termination / dissolution of this agreement, for any reason or title, entails the automatic revocation of all benefits for the payment of the activities and services already rendered, even partially, as well as for the materials and goods purchased for the execution of this agreement.

11.3.With the exception of all the foregoing, Zerynth will be entitled to insert the Customer its brands and distinctive signs within its Customer Portfolio, being able to indicate the activities carried out.

12. Trademarks and Intellectual Property Rights

12.1. Zerynth grants to the Customer the use of the “Zerynth” brand and the logo best identified in Attachment B (“Zerynth marketing logotype”) to this agreement in order to allow the execution of the obligations set forth in this agreement and relating to the promotion on the channels and in the commercial platforms chosen by the Customer, towards its reference market and, in general, towards third parties, the use of the Zerynth IoT Platforms. The Customer will use the graphic sign and the agreed wording “Powered by Zerynth” or other wording indicated by Zerynth itself.

12.2. All paper, digital, audio, video documentation, as well as logos, distinctive signs, graphic signs and any other data and information provided by Zerynth or created ad hoc by the Customer, with the authorization of Zerynth, for the activities described in the this agreement, will remain the exclusive property of Zerynth and the Customer will not be entitled to any further use rights in the event of termination of this agreement.

12.3. Any violation of this article is considered a “serious violation” and will entitle Zerynth to terminate this agreement ad nutum, subject to compensation for damages.

12.4.  The Customer expressly acknowledges that, with the exception of the product and business model in question, in no way the activities regulated by this agreement may give the right to prepare new products and / or models based on the proprietary technology of Zerynth.

13.  Confidential Information

13.1. The Customer is bound by the strictest secrecy regarding the experiences, information, knowledge (secret know-how) acquired during the business relationship governed by this agreement, pursuant to letter c) of the first point of art. 98 of the Industrial Property Code (Legislative Decree of 10th of February 2005 no. 30).

13.2. The Parties, having acknowledged that with the execution of the activity covered by this contract, their personnel may become aware of confidential information, undertake not to disclose it to third parties and / or not to use it, on their own or through third parties, in a non in accordance with the purpose of this contract and, in any case, for a period of twenty years from the termination or forfeiture, for any reason, of the same.

13.3. The parties undertake to ensure compliance with such obligation also by unrelated subjects who, by reason of their office, may become aware of confidential information.

14. Termination of the relationship and express termination clause

14.1. Without prejudice to the foregoing, in the event of non-fulfillment by one of the parties, the right to be able to unilaterally terminate the contract, does not affect the other of the right to be able to terminate the contract for non-fulfillment and to be able to take appropriate legal actions to protection of rights that are deemed to be infringed.

14.2. The withdrawal and / or termination of this agreement does not affect the functionality and the obligation to pay for the activities and services rendered, as well as the regularly ordered goods.

14.3. Zerynth reserves the right to terminate this Agreement, with consequent interruption of the commercial relationship and of any contract connected to it, as well as in the event of violation of the obligations assumed with this agreement, even in the event of non-existence of the minimum requirements or failure truthfulness or correctness of the information provided, even if it is ascertained that the Customer has defaulted against Zerynth or if it is ascertained or it appears that the same is subject to judicial procedures of any kind.

14.4. However, in any case of termination of this agreement, the Customer must immediately remove all Software from their systems, in the event of installation of the software for processing, data analysis and reporting on the “Zerynth Cloud” graphic interface on its computer systems, and delete any other information, documentation, materials, equipment, assets and other items (and all their copies held and / or constituted in any format), belonging to Zerynth. It will also cease any right to the maintenance of all its data contained in the platform and / or infrastructure made available by ZERYNTH, in its own or ultimately in that owned by third parties.

15. Contract, governing law and competent jurisdiction

15.1 The Parties agree that this agreement is interpreted in all its meaning according to the contents of the Italian language and is regulated by Italian law.

15.2. For all disputes that may arise in the interpretation and / or execution of this Agreement between Zerynth and the Customer, the Parties agree, by mutual agreement, to devolve any dispute in the jurisdictional court to the exclusive competence of the Italian Judge and in particular to the exclusive jurisdiction of the Court of Pisa.

16. Personal data protection: Privacy policy. Postponement

16.1. The Customer undertakes in any case to comply with the obligations deriving from the legislation in force on the protection of personal data, specifically the Legislative Decree 196/2003 Code regarding the protection of personal data and the EU Regulation 679/2016 on the processing of personal data (“Privacy Code”) and applicable Special Provisions. In this sense, the terms “personal data”, “data controller” “owner”, and “interested party” have the meaning assigned to these terms in the Italian Privacy Code.

16.2. With regard to the protection of personal data, as well as the methods of treatment of the same and the information pursuant to Legislative Decree of 30th of June 2003 no. 196 (Privacy Code) which transposes in Italy the Directive 95/46 / EC on the protection of personal data, as well as the Directive 2002/58 / EC on the protection of personal data in electronic communications, as well as pursuant to European Regulation no. 679 / 2016, approved on 14th of April 2016, please refer to the contents of Attachment B (Privacy Policy) of this contract and an integral part of it.