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User agreement

Effective starting: 06/06/2022

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These Terms are between you and the RELIEVA s.i.a. (Relieva) entity that owns or operates the cafinternazionale.it website that you are using. “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. “CAF Internazionale Service” means any service provided by Relieva which can be ordered or purchased through the website cafinternazionale.it (“site” or “website”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.

These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Service, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Service, create a Service account, or place an Order. For No-Charge Services, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.

  1. What these Terms cover either

    • “Personal subscription plan”,

    • “Business subscription plan”,

    • the use of any of Website content,

    • “Caf Internazionale Services” for what is not regulated by the “TERMS & CONDITIONS FOR CAF INTERNAZIONALE SERVICES”.

  2. How CAF Internazionale Services are administered.

    • Administrators. Relieva could make available on the site the option allowing you to specify certain End Users as Administrators, who could have important rights and controls over your use of CAF Internazionale Services and End User Accounts. This may include making Orders for CAF Internazionale Services; creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain (which become “managed accounts”, as described in our Documentation). Without limiting Section "Responsibility for End Users", which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the CAF Internazionale Services for you.

    • End User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy; and (ii) the provision of the CAF Internazionale Services to Administrators and End Users. You will provide evidence of such consents upon our reasonable request.

    • Responsibility for End Users. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain.

    • Credentials. You must require that all End Users keep their user IDs and passwords for the CAF Internazionale Services strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.

    • Age Requirement for End Users. The CAF Internazionale Services are not intended for, and should not be used by, anyone under the age of 18. You are responsible for ensuring that all End Users are at least 18 years old.

    • Client Due Diligence. Relieva comply in full with anti-money laundering regulations therefore we have also a strict client identification policy in place. In order to receive any Service, according to “TERMS & CONDITIONS FOR THE "ONLINE CONSULTANCY" SERVICES” if you do not provide all the information required or if you provide incomplete or erroneous information, then we will have no obligation to provide you with the Service or Service features, in that case you may not claim any refund for any subscription fee or Service paid in advance.

  3. What is included in your Service Subscription

    • Access to CAF Internazionale Services. Subject to these Terms and during the applicable Subscription Term, you may access and use the CAF Internazionale Services for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation.

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      1. In case you subscribed to “Personal” plan, you could benefit from:

        • One free paid Service “Q&A text consultation”

        • 20% discount applicable to the accepted gross price quote for the Service “Q&A text consultations”

        • 20% discount applicable to the accepted gross price quote for the Service “Correspondence with State Revenue Service”

        • Free notification sent to you by email on amendments on tax law which is relevant to you; the relevance will be assessed by us at our absolute discretion

      2. In case you subscribed to “Business” plan, you could benefit from:

        • One free “online consulting” Service for the duration of one hour

        • One free paid Service “Q&A text consultation”

        • 25% discount applicable to the accepted gross price quote for the Service “Q&A text consultations”

        • 25% discount applicable to the accepted gross price quote for the Service “Correspondence with State Revenue Service”

        • -15% on international tax planning performed by RELEVA s.i.a.

        • Free notification sent to you by email on amendments on tax law which is relevant to you; the relevance will be assessed by us at our absolute discretion

  4. Support. During the Subscription Term, we will provide Support for the CAF Internazionale Services.

  5. Restrictions. Except as otherwise expressly permitted in these Terms, you will not:

    • reproduce, modify, adapt or create derivative works of the CAF Internazionale Services;

    • rent, lease, distribute, sell, sublicense, transfer or provide access to the CAF Internazionale Services to a third party;

    • use the CAF Internazionale Services for the benefit of any third party;

    • incorporate any CAF Internazionale Services into a product or service you provide to a third party;

    • interfere with or otherwise circumvent mechanisms in the CAF Internazionale Services intended to limit your use;

    • reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any CAF Internazionale Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);

    • remove or obscure any proprietary or other notices contained in any Service;

    • use the CAF Internazionale Services for competitive analysis or to build competitive Services;

    • publicly disseminate information regarding the performance of the CAF Internazionale Services; or

    • encourage or assist any third party to do any of the foregoing.

  6. Our security and data privacy policies.

    • Security and Certifications. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications.

    • Privacy. We collect certain data and information about you and your End Users in connection with your and your End Users’ use of the CAF Internazionale Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

    • Improving CAF Internazionale Services. We are always striving to improve the CAF Internazionale Services. In order to do so, we use analytics techniques to better understand how our CAF Internazionale Services are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.

    • Subpoenas. Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. CAF Internazionale strives to balance your privacy rights with other legal requirements.

  7. Terms that apply to Your Data.

    • Using Your Data to provide CAF Internazionale Services to You. You retain all right, title and interest in and to Your Data in the form submitted to us. Subject to these Terms, and solely to the extent necessary to provide the CAF Internazionale Services to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. We may also access your accounts, End User Accounts in order to respond to your support requests.

    • Your Data Compliance Obligations. You and your use of CAF Internazionale Services (including use by your End Users) must comply at all times with these Terms, and all Laws. You represent and warrant that:

      1. you have obtained all necessary rights, releases and permissions to submit all Your Data to us and to grant the rights granted to us in these Terms and

      2. Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section "Our security and data privacy policies", we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with us.

    • No Prohibited Sensitive Personal Information. You will not submit to Relieva (or use the CAF Internazionale Services to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the applicable Service in the applicable Documentation. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.

    • Your Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section "End User Consent" or any claims or disputes brought by your End Users arising out of their use of CAF Internazionale Services, (ii) your breach (or alleged breach) of Sections "Your Data Compliance Obligations" or "No Prohibited Sensitive Personal Information"; or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.

    • Removals and Suspension. We have no obligation to monitor any content uploaded to the website. Nonetheless, if we deem such action necessary based on your violation of these Terms, or in response to takedown requests that we receive, we may (1) remove Your Data from the CAF Internazionale Services or (2) suspend your access to the CAF Internazionale. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any CAF Internazionale Service as described in this Section.

  8. Additional Services.

    • Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us.

    • Our Deliverables. We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the CAF Internazionale Services, subject to the same usage rights and restrictions as for the Services. For clarity, Our Deliverables are not considered CAF Internazionale Services, and any CAF Internazionale Services are not considered to be Our Deliverables.

    • Your Materials. You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any CAF Internazionale Service, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials.

    • Training Not Covered. Your purchase, and our provision, of Training is subject to additional contract and terms.

  9. Billing, renewals, and payment.

    • Plans. Except for No-Charge Services, all plans are offered on an annual subscription basis.

    • Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Website or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Service continuing to be offered and will be charged at the then-current rates.

    • Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to CAF Internazionale by emailing the PO number to info@cafinternazionale.it. For Additional Services provided either not online or at any non-CAF Internazionale location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in our Refund Policy, Section “Warranty Remedy”, Section “IP Indemnification” or Section “Changes to these Terms”, all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

    • Delivery. We will deliver the login instructions for CAF Internazionale Services to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries of our Deliverables under these Terms will be by electronic means.

    • Customization requests. All intellectual and exclusive rights for the code requested as part of customization belongs to CAF Internazionale. Custom made features could be embedded into our Services and distributed to our clients.

  10. Taxes not included.

    • Taxes. All prices displayed in relation of our Services and Plans include Value Added Tax applicable according to the domestic law of the state of incorporation of Relieva s.i.a.. Your fees under these Terms exclude any taxes or duties including any withholding tax payable in respect of the CAF Internazionale Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

    • withholding taxes. You will pay the amount displayed at the time of the Order in addition to the amount of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions or a reduced rate of withholding tax are available under both domestic and EU and treaty law (see double taxation treaties). If we qualify for a tax exemption or reduced withholding tax rate, we will provide you with documentary evidence for the direct application of treaty provisions. You will provide us with reasonable evidence that you have paid the competent authority for the amount withheld or deducted.

  11. No contingencies on other Services of future functionality. You acknowledge that the CAF Internazionale Services not included in the subscribtion plans must be purchased separately and the price payable for each service will be reduced by the amount of the discount provided by the subscribtion plan. Any additional Services referenced in an Order must be purchased separately. Payment obligations for any Services or services are not contingent on the purchase or use of any of our other Services (and for clarity, any purchases of CAF Internazionale Services and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any CAF Internazionale Services beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.

  12. Evaluations, trials, and betas. We may offer certain CAF Internazionale Services (including some CAF Internazionale Apps) to you at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Services”). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms). NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE Services WILL BE US$100.

  13. IP Rights in the CAF Internazionale Services and Feedback. CAF Internazionale Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to any of our professional opinions, of our Client’s risk (like -tax risk- for example) assessments, of our explanations in any form and in any format it may be provided including charts, presentations, diagrams and schemes. From time to time, you may choose to submit Feedback to us. We may in connection with any of our Services or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market Services or services, whether incorporating Feedback or otherwise.

  14. Confidentiality. Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, professional, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information”), they should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the CAF Internazionale Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by them with the terms of this Section. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

  15. Term and Termination.

    • Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

    • Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

    • Termination for Convenience. You may choose to stop using the CAF Internazionale Services and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to our Refund Policy, upon any such termination you will not be entitled to a refund of any pre-paid fees and if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

    • Effects of Termination. Upon any expiration or termination of these Terms, you will loose any right on any unused benefit and feature of the subscription plan. In order to avail advantages from subscription any free quote or Service requests should be submitted before the expiration date of the plan. You will not have access to your data and your documents (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data and Documents  during the applicable Subscription Term. If you terminate these Terms in accordance with Section “Termination for Cause”, we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section “Termination for Cause”, you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

  16. Warranties and Disclaimer.

    • Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

    • Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the CAF Internazionale Services (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).

    • Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party Services, software, services or equipment or (iii) to No-Charge Services. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section.

    • WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL CAF INTERNATIONAL SERVICES, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE CAF INTERNATIONAL SERVICES WILL BE ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CAF INTERNATIONAL SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER INSTITUTIONS, STATE AGENCIES AND THIRD PARTY SUPPLIERS OF OUR RELIEVA S.I.A. AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH ENTITIES. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

  17. Limitation of Liability.

    • Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

    • Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

    • Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 3.3 (Restrictions).

  18. Publicity Rights. We may identify you as either Relieva or CAF Internazionale customer in our promotional materials. We will promptly stop doing so upon your request sent to supportcafinternazionale.it.

  19. Dispute Resolution.

    • Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section “Governing Law; Jurisdiction”. All negotiations pursuant to Section “Governing Law; Jurisdiction” will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

    • Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the applicable laws of Republic of Latvia (“State”). Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in the State, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees. For anything not expressly provided for or governed by this contract, reference is made exclusively to the Latvian law and the law in force in the European Union.

    • Injunctive Relief; Enforcement. Notwithstanding the provisions of Section “Informal Resolution” and “Governing Law; Jurisdiction”, nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

  20. Changes to these Terms. We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section “Q&A” or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.

    • Paid Subscriptions. Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section “Renewals”. Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of continuously supplied CAF Internazionale Services (where applicable) for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.

    • Our Policies. We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our Services, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.

  21. Changes to the CAF Internazionale Services. You acknowledge that in order to provide improved customer experience we may make changes to the CAF Internazionale Services, and we may update the applicable Documentation accordingly. Subject to our obligation to provide CAF Internazionale Services and Additional Services under existing Orders, we can discontinue any CAF Internazionale Services, any Additional Services, or any portion or feature of any CAF Internazionale Services for any reason at any time without liability to you.

  22. General Provisions

    • Notices. Any notice under these Terms must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it.

    • Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

    • Assignment. You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.

    • Entire Agreement. These Terms are an integral part of the entire agreement between you and us which comprises these Terms and eventually the “TERMS & CONDITIONS FOR CAF INTERNAZIONALE SERVICES” (https://www.cafinternazionale.it/en/terms) where CAF Internazionale Services are ordered by the Client and it supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the CAF Internazionale Services or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.

    • Conflicts. In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms (as “TERMS & CONDITIONS FOR CAF INTERNAZIONALE SERVICES”) , Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.

    • Waivers; Modifications. No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section “Changes to these Terms”, any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.

    • Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

    • Independent Contractors. The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

  23. Definitions.

    • “Additional Services” means Technical Account Manager (TAM) services, premier or priority support or other services related to the CAF Internazionale Services we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription.

    • “Administrators” mean the personnel designated by you who administer the CAF Internazionale Services to End Users on your behalf.

    • “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and

    • “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

    • “CAF Internazionale Services” means

      1. the consulting services including professional opinions or answers provided by email or consultations provided online or by phone as well as the correspondence with third parties on behalf of the Client performed by Relieva s.i.a.;

      2. hosted or cloud-based solutions (currently designated as “Cloud” deployments), including any client software or downloadable spreadsheet or file available to paid donwload on the website. The service agreement (“TERMS & CONDITIONS FOR CAF INTERNAZIONALE SERVICES”) including the terms and conditions for the “CAF Internazionale Services”is deemed being integrating this agreement.

    • “Client” means any User or “End User” of CAF Internazionale Services and any subscriber of a plan through our website.

    • “End User” means an individual you or an Affiliate permits or invites to use the CAF Internazionale Services. For the avoidance of doubt:

      1. individuals invited by your End Users,

      2. individuals under managed accounts, and

      3. individuals interacting with a Service as your customer are also considered End Users.

    • “End User Account” means an account established by you or an End User to enable the End User to use or access a Service.

    • “Feedback” means comments, questions, ideas, suggestions or other feedback relating to the CAF Internazionale Services, Support or Additional Services.

    • “Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.

    • “Notification Email Address” means the email address(es) you used to register or otherwise sign up for a Service or a plan. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.

    • "Order" means the document available online, flows, visual screens within the product or other documents describing the Services and where applicable, details of the Subscription Plans you are ordering from us and their scope of permitted use. Where applicable, the Order will identify

      1. the International CAF Services,

      2. the possible duration of the subscription,

      3. the method of delivery and provision of the Services that can be purchased separately, included in the subscription or subject to a discount,

      4. (for paid Orders) the amount or rate that you will be charged, the billing and renewal terms, the applicable currency and the form of payment.

    • “Our Deliverables” means any material, information, final product, work delivered or rendered and any additions or modification thereto that we provide with any mean in connection with any Service regardless of whether it is subject of a subscription plan, Order or provided for free without charge.

    • “Our Technology” means the CAF Internazionale Services (including all No-Charge Services), Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

    • “PCI DSS” means the Payment Card Industry Data Security Standards.

    • “PO” means a purchase order.

    • “Sensitive Personal Information” means

      1. any special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation;

      2. credit, debit or other payment card data;

      3. Tax Identification Number (TIN),

      4. other personal information subject to regulation or protection under specific laws;

      5. social security numbers, driver’s license numbers or other government ID numbers; or

      6. any data similar to the foregoing that is protected under foreign or domestic laws or regulations.

    • "Services" means both CAF Internazionale Services and "additional services".

    • “Subscription Term” means your permitted subscription period for a Service, as set forth in the applicable Order.

    • “Support” means support for the CAF Internazionale Services. Your Support level will be specified in the applicable Order.

    • “Training” means CAF Internazionale-provided training and certification services.

    • “Us” means Relieva s.i.a.

    • “You” means the Client or the End User

    • “Your Data” means any data, content, code, video, images or other materials of any type that you (including any of your End Users) submit to CAF Internazionale Services. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through the CAF Internazionale Services.

    • “Your Materials” means your materials, systems, personnel or other resources.

    • “We” means Relieva s.i.a.

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