Special service Conditions t.bd

1. Introduction

1.1. These special service conditions (hereinafter “SSC“) together with the general terms of service (hereinafter “GTS“) available at the following link https://www.diennea.com/en/general-terms-of-service-gts/, along with further detailed provisions, within the service orders (hereinafter “SO“), govern the supply of services (hereinafter “Service“) that the company Diennea S.r.l., C.F. and P. IVA 02243600398, with registered office in Faenza (RA), viale G. Marconi 30/14, 48018, Italy, Certified Electronic Mail (“PEC“) address dienneasrl@pec.it (hereinafter the “Supplier“) in the person of its legal representative pro tempore undertakes to provide the service to the subjects, legal persons (hereinafter briefly referred to as “Client/s“) who request it according to the terms and conditions described below. Supplier and Client shall hereinafter be referred to synthetically as “Parties” (collectively) or “Party” (individually). GTS, SSC and SO shall hereinafter be jointly referred to as the “Agreement”.

2. Services

2.1. The purpose of the Service is – alternatively or cumulatively, as better specified and detailed in the SO(s) and/or in the possible agreement signed between the Parties (“Project Document”), which shall be considered an integral part of the SO(s) – the performance of:

1. strategic consulting activities in the field of marketing (“Consulting Activities”);
2. configuration activities on third-party platforms used by the Client, relating in particular to the set of activities for modifying the functional characteristics of the software(s) on the basis of specific parameters (“Configuration Activities”);
3. set-up activities related to the execution of marketing campaigns from the magnews Platform and/or third-party platforms used by the Client (“Set-up Activities”);
4. marketing communication content creation activities on behalf of the Client (“Marketing Campaign Content Creation Activities”);
5. activities of supporting the Client in sending marketing communications on behalf of the Client by e-mail and/or SMS and/or Whatsapp, on the basis of indications received from the Client, from the magnews Platform and/or Third party Platforms in use at the Client (“Marketing Communications Sending Activity”)
6. the activity of producing aggregate reports relating to the use of the magnews Platform and/or third-party Platforms in use at the Client (“Reporting Activities”);
7. consulting activities for the implementation of marketing automation (“Marketing Automation Activities”);
8. consultancy activities, creation and delivery of marketing campaigns using the tools made available by the Client and with the related production of reports (“Performance Marketing Activities”)
9. consultancy and analysis activities relating to the Client’s information and data, carried out and supplied by the Supplier using data belonging to the Client on the magnews Platform or on other tools made available by the Client (“Data Analysis Activities”).

2.2. The activities described above, as identified in the SO and/or in the Project Document, if any, on the basis of the Client’s requests, are hereinafter jointly referred to as the “Service”.

3. Definitions

“Case History”: means the story of the projects that the Supplier develops for the Client, including the latter’s company history, the objectives set and the results achieved.

“Client”: means the legal entity that has requested the provision of the Service as indicated in detail within the SO and/or within the Project Document, if any.

“GTS”: means General Terms of Service of the Supplier.

“Contract”: means jointly the GTS, SSC, SO(s) and the Project Document(s) referring to the SO(s) (and their annexes and documents of which they form an integral part).

“Project Document”: is a document with which the Parties undertake to identify in detail the specific methods of provision of the Service by the Supplier. In the event that the Project Document has not been foreseen, the specific methods of provision of the Service will be detailed within the SO.

“Supplier”: means Diennea S.r.l.

“Parts”: means jointly the Supplier and the Client.

“magnews Platform”: means the software and hardware system designed, developed and managed by the Supplier that enables the management of personalised information pushing services by e-mail, text message or through other digital messaging services.

“Third party Platforms”: means the software system designed, realised, developed by third parties and licensed for use by the Client. Specifically, the Service shall concern the platforms indicated in the SO and/or in the Project Document, if any.

“Client’s Systems”: means the communication, networks, servers, hardware and software equipment and devices already installed at the Client or operated by the Client, to which the Supplier has access for the provision of the Services.

4. Client obligations

4.1. The Client undertakes to provide full cooperation to the Supplier in the provision of the Service.

4.2. In particular, the Client undertakes to promptly transmit to the Supplier all information (including technical information), data and material, as well as any other information that may be necessary for the provision of the Service, as may be specified by the Supplier in the SO and/or in any Project Document and/or agreed between the Parties in subsequent written communications by e-mail. In this regard, the Client guarantees that:

1. it will transmit to the Supplier documentation and information with accurate and truthful content and, where applicable, for which it has the license to use in relation to images, graphics, data, etc., for which the Client is and remains solely responsible, even in the case of actions or claims by third parties against the Supplier that are based on the violation of the provisions of this article;
2. it will not transmit to the Supplier documentation whose content is illegal or in violation of the law, pursuant to the applicable legislation at the time, or otherwise harmful to the intellectual and industrial property rights of third parties.

4.3. The Client also undertakes to:

1. guarantee the Supplier access to the Client’s Systems and, if necessary for the provision of the Service, the use/access to Third party Platforms;
2. immediately inform the Supplier of any eventual and possible circumstance that may affect the correct execution of the Service.

4.4. The Client undertakes to act in good faith and to comply in a timely manner with any instructions sent by the Supplier, in the event that technical actions are necessary for the correct provision of the Service.

4.5. The Client also undertakes not to take any action that may compromise and/or impede and/or influence the correct provision of the Service by the Supplier.

4.6. In the event that the Parties have planned the execution of the Marketing Communications Sending Activities, the Supplier will provide the Service only when it has received written communication from the Client, sent by email, containing the approval and confirmation of the contents prepared by the Supplier and proposed by the latter to the Client.

The approval of the contents must arrive with adequate advance notice, and in any case no later than 3 days before the date of sending of the individual communications agreed with the Client, except for exceptional cases in which the Client, for internal needs, requests the execution of the Service without notice. In this case, the Client may approve the contents prepared by the Supplier on the same day of sending the agreed communication

4.7. It is understood that the Supplier cannot in any case be held responsible for any possible failure to comply with the provision of the Service in the event that the Client does not comply with these obligations and duties of collaboration. The Client also undertakes to indemnify and hold the Supplier harmless from any liability or legal action (including third party), including the related costs or expenses that may arise or result from the violation by the Client of this article.

5. Redetermination of activities and cases of early termination

5.1. The Client is aware that, where foreseen by the SO(s), the Supplier shall proceed with the actual implementation of the activities on the basis of what has been agreed upon in the Project Document possibly agreed upon between the Parties, it being understood that it shall be the Supplier’s responsibility to promptly notify the Client of any possible circumstance that affects the correct execution of the Service in order to allow the Parties to cooperate in good faith to identify alternative ways to guarantee the execution of the agreed activities.

5.2. In the event that it is not possible to identify alternative ways of guaranteeing – in whole or in part – the execution of the agreed activities due to circumstances that are not attributable to the Client and to the Supplier, the Parties reserve the right to redetermine the content of the SO(s) and/or the Project Document, if any, reserving the right for the Supplier to adjust the agreed fees in accordance with such changes, or alternatively to proceed to the consensual termination of the SO(s).

6. Chanches and/or additions

6.1. In the event set forth article 5 above, and more generally whenever changes and/or additions to the actual supply are necessary with respect to the provisions of the SO and/or the Project Document, the Parties must agree in writing by e-mail on the additional and/or different activities to be performed. Said further and/or different actions shall be effectively implemented by the Supplier only when the latter has received express approval in writing from the Client, also to be sent by e-mail. In the absence of such express approval, the Supplier shall refrain from taking any actions that are different and/or additional to those indicated in the SO and/or in the Project Document, without this giving rise to any assumption of liability on the part of the Supplier, and without prejudice to the obligations to pay the amount due by the Client for the supply of the Additional Service pursuant to the SO(s).

7. Limitations and/or exclusions of liability

7.1. Without prejudice to the provisions of art. 7 of the Supplier’s GTS, the Client acknowledges that the Supplier, except as established by mandatory provisions of law, cannot be held responsible for:

1. any damage resulting from the provision of the Service, which will be performed by the Supplier according to the best professionalism and diligence and in compliance with the Project Document and the SO;
2. any modification independently performed by the Client and/or by third parties on behalf of the Client to the Configuration Activities carried out by the Supplier (where applicable);
3. losses, loss of profits, indirect damage, consequential damage or punitive damage suffered by the Client or third parties and arising from the provision of the Service, carried out in accordance with what is indicated in the Project Document possibly agreed between the Parties and/or according to the different/additional activities agreed between the Parties and approved and confirmed in writing by the Client pursuant to Article 6 above;
4. damage or loss of data and/or information of the Client in the context of the execution of the Service that is not directly attributable to the Supplier for cases of willful misconduct or gross negligence;
5. for any malfunctions that may occur after the provision of the Service, in particular within the third-party Platforms subject to the Configuration Activities (where applicable);
6. oss of profit or expected profits, business opportunities, turnover.

7.2. The Client also declares to hold harmless and indemnify the Supplier from any claim or action by the Client and/or third parties arising from circumstances attributable to the failure of the Client to obtain licenses, or other permits or approvals related/necessary to the provision of the Service, as well as software or materials that the Client has instructed or requested to integrate.

8. Malfunctions and/or reports relating to the correct execution of the Services

8.1. The Client may notify the Supplier of any reports, malfunctions or anomalies relating to the Configuration Activities or relating to the performance by the Supplier of (i) Set-up Activities and/or (ii) Marketing Campaign Content Creation Activities and/or (iii) Marketing Automation Activities. In the case of Configuration Activities, the Supplier and the Client will agree in writing on the changes to be implemented, which will be carried out by the Supplier within the limits of its competence and to the extent technically possible, without prejudice to the limitations of liability in this regard set out in the preceding article.

In the event that 10 days have passed from the end of any planned Configuration Activities and from the delivery of the (i) Set-up Activities and/or (ii) Marketing Campaign Content Creation Activities and/or (iii) Marketing Automation Activities, without the Supplier having received any notification and/or observations from the Client, the Client will not be able to subsequently make any type of complaint regarding the Service provided by the Supplier, which will therefore be deemed approved and the Supplier may not be held liable in any case for failure to provide or incorrect fulfillment of the Service.

8.2. The Supplier’s monitoring obligations remain in place with respect to the activities actually agreed upon within the scope of the Service and referred to in the SO, where expressly provided for in the Project Document.

9. Specific collaboration obligations for Reporting and/or Performance Marketing Activities

9.1. Where the Client has requested the execution of the Reporting Activities and/or the Performance Marketing Activity, the Client undertakes – where applicable – to allow the Supplier to install and/or use the results of specific tracking technologies agreed in the SO and/or in the Project Document, if any, necessary for the purpose of providing the Reporting Activity.

9.2. The Supplier undertakes, unless otherwise indicated by the Client, to include anonymous and aggregate information in the reporting for the Client. Any production of a report by the Supplier that directly contains data and/or information suitable for identifying a natural person will be carried out by the Supplier on the basis of the specific instructions received from the Client, with the Supplier reserving the right to notify the Client where any instructions to this effect may conflict with the applicable provisions in force regarding the protection of personal data.

10. SLA

10.1. If agreed between the Parties, the Supplier undertakes to provide the Service with the methods and service levels described in the SO and/or in the Project Document, if any.

11. Client warranties for access to and use of Third-party Platforms. Authorization to the Supplier

11.1. Client warrants to the Supplier that it has obtained all licenses, authorizations, regulatory certifications or approvals necessary to grant the Supplier the right to access and the license to use the Third party Platforms (where applicable in relation to the requested activities), without violating the license rights of third parties. Client also warrants that it has signed with the aforementioned third parties the relevant terms and conditions for the lawful use – also by the Supplier – of the related platforms.

11.2. Client authorizes the Supplier to access the Third party Platforms on behalf of the Client and, where applicable, to use the third party licenses for the use of the related services, necessary for the provision of the Service.

12. Access to the Client’s Systems and security

12.1. For the purposes of providing the Service, the Client guarantees the Supplier the necessary access to the Client’s Systems, including Third-party Platforms (through one or more dedicated and individual accounts reserved for the Supplier), for the sole performance of activities related to the provision of the Service. The Supplier undertakes to implement all suitable measures to prevent any undue access to the same by unauthorized persons and to maintain the confidentiality of the relevant access credentials assigned by the Client. The Supplier also undertakes to promptly report to the Client any circumstance that conflicts with the Supplier’s security policies.

13. Suspension of the Service

13.1. The Supplier has the right to suspend the provision of the Service and/or specific activities agreed upon within the scope of the SO, without this right being contested by the Client as a breach or violation of the Contract, in the event that the Client has not fulfilled the obligations attributable to it pursuant to the Contract. The Supplier will be responsible for communicating the suspension of the Service by certified e-mail or registered letter with return receipt, according to the methods set out in art. 5.3 of the GTS.

14. Termination

14.1. The Supplier reserves the right to terminate pursuant to art. 1456 of the Italian Civil Code the SO activated by the Client for the execution of the activities referred to in art. 2 if, within 15 (fifteen) days of the communication of the suspension referred to in the preceding article 13, the Client has not remedied the violation of its obligations as identified in the Supplier’s complaint, having to consider the Client’s lack of collaboration as a serious violation by the same. It is understood that, in such circumstances, the Client maintains the obligation to pay the fee indicated in the SO, without prejudice to the right to compensation for greater damages of the Supplier, as well as default interest in the amount established by Legislative Decree 231/2002.

15. Data protection and security of personal data. Database ownership

15.1. The Supplier, in its capacity as Data Processor (as referred to in Article 13.2 of the GTS), undertakes to process the personal data owned by the Client possibly involved in the agreed activities for the sole purpose of correctly providing the Service and as best agreed in the Data Processing Agreement attached to the Contract.

15.2. Client also declares that the ownership of the databases possibly used or in any case involved for the purposes of providing the Service is of the Client himself, and guarantees that the databases to which the Supplier will have access for the purposes of providing the Service are not owned by third parties or illegitimately acquired, and that the processing of such personal data takes place in compliance with the applicable provisions in force regarding the protection of personal data.

16. Ownership of data and information, as well as results, for Data Analysis Activities

16.1. Where applicable due to the type of activities agreed within the SO and/or the Project Document, the Supplier acknowledges that the Client will have exclusive ownership rights on the data and information used for the purposes of carrying out the Data Analysis Activities, which will be used by the Supplier for the sole purpose of providing the Service.

16.2. The Supplier also recognizes, in partial derogation of the provisions of art. 6 of the Supplier’s GTS, the exclusive ownership and property of the results of the data analysis activities to the Client.

17. Case History, logos and distinctive signs

17.1. In relation to the activities covered by the SO and the relationship between the Parties, the Client:

• grants the Supplier the non-exclusive right to use, free of charge and without time or territorial limits, the Case Histories and related materials (including videos, images, texts, etc.), with the right to process, publish, adapt, reproduce them;
• grants the Supplier the non-exclusive right to use the Client’s logos and distinctive signs until such authorization is expressly revoked.

17.2. The Supplier specifies that it will use the Client’s Case Histories, logos and distinctive signs for the following purposes:

• publication on current and future websites owned by the Supplier (such as, by way of example: www.diennea.com, www.magnews.com, www.tbd.it, www.magnews.it);
• publication in information brochures (Company Profile, Best Practices, PPT) in both digital and paper format;
• for presentation at events in which Diennea will participate;
• promotional activities through media, press releases and advertising;
• as a reference (with particular reference to the logo and distinctive signs of the Client).

17.3. Upon request of the Client, the Supplier undertakes to have the drafts of the promotional material viewed by the Client, as well as to cease using them, eliminating the relevant information from the paper and digital media where they have been published and where technically possible.

18. GTS – Order of prevalence in case of conflicting provisions

18.1. The Supplier’s GTS available at the following link https://www.diennea.com/en/general-terms-of-service-gts/ describe the general content of the commitments that the Parties assume with reference to the provision of the Service, in addition to what is provided for in the SSC and the additional detailed provisions contained within the SO and in the Project Document, if any.

18.2. In the event of a conflict, the following order of precedence will be observed: Project Document, where applicable, SO, SSC, GTS.

These SSC were published on 04/04/2025