General Terms and Conditions for the provision of Software products
The terms and phrases defined in these General Terms and Conditions - when indicated with a capital letter - have the meaning conventionally attributed below: (a) "Customer": the natural or legal person, in favor of whom the transfer of ownership of an asset produced or marketed by Inxpect is completed; (b) "GTC": the terms and conditions indicated herein; (c) "Parties": Inxpect and the Customer jointly; (d) "Product": any hardware produced and/or marketed by Inxpect as shown on the price list in force at the time of conclusion of the sales contract; (e) “Software”: any software produced by Inxpect, provided in combination with hardware; (f) "Third parties": any natural or legal person who is neither Inxpect nor the Customer; (g) “Website”: Inxpect’s website.
1.2 Scope of application
1.2.1 The GTC governs the provision of Software downloaded from the Website and installed on Customer’s devices, in order to set up the safety sensor purchased by the Customer and to check the system status.
1.2.2 These GTC shall not apply to the Hardware. In regard to the Hardware solely the General Conditions of Sale of Inxpect S.p.A. shall apply.
1.2.3 Any exceptions and/or changes to the GTC will be valid only if specifically agreed in writing between Inxpect and the Customer.
1.2.4 These GTC shall also apply to subsequent bug-fixes, patches, updates, upgrades, etc. (the “Updates”) of the Software provided to the Customer, unless otherwise agreed at the time of provision of the Update.
1.2.5 The GTC bind Inxpect only towards its direct Customer, who will be the only entity entitled to assert rights towards Inxpect deriving from the GTC. Any claims of Third Parties, including on behalf of the Customer, will not be accepted.
1.3 Rights of use and intellectual property
1.3.1 The Software will only be provided to the Customer in combination with the Product. The Customer can download the Software from the Website, prior registration.
1.3.2 The Software is protected by copyright. Inxpect grants to the Customer the non-exclusive, non-sublicensable right to use the Software only if connected to the authorized use of the Product, and the Customer undertakes to respect the intellectual property rights concerning the Software.
1.3.3 The Customer acknowledges that the Software is proprietary, protected by copyright and may also contain commercial and valuable secrets and be protected by patents. Except within the limits permitted by law, the Customer undertakes not to duplicate, disassemble, decompile, reverse engineer, modify, create derivative works or otherwise change a software or its structure. The Customer may use the Software only if connected to the authorized use of such hardware Products and will have no other rights in relation to the software. The Customer shall not transfer the Software to Third Parties.
1.3.4 Inxpect reserves the right to modify the Software provided free of charge, and to make new Software available free of charge, under consideration of the legitimate interest of the Customer. The Software may be adapted at any time to changed legal or technical conditions, or with regard to advancement of the Software or to technological progress; the agreed basis functionalities will be maintained.
1.4 Responsibility for log-in data/passwords
1.4.1 Any log-in data and/or passwords for the use of the Software must be kept confidential by the Customer and must not in any case be made available to any unauthorized Third Parties.
1.5.1 Since the Software is provided in combination with the Product, no remuneration for the Software shall be paid from the Customer.
1.6 Duty of cooperation
1.6.1 The Customer shall familiarize itself with the main functional features and system requirements of the Software; in case of doubt, the Customer shall seek the advice of the employees of Inxpect. Inxpect shall not be obliged to check the Customer's specifications for suitability, conclusiveness or the like.
1.6.2 The Customer is solely responsible for establishing an operational hard- and software environment for the Software of sufficient dimensions, also taking into account the additional load caused by the Software. This shall also apply with regard to the implementation of security patches for the operating system, the use of antivirus software, and the activation of firewalls.
1.6.3 The Customer shall immediately install any Updates of the Software provided by Inxpect. The Customer shall indemnify Inxpect against any damages, expenses and claims due to non-compliance with this obligation. Unless expressly agreed otherwise, Updates shall be made available at www.inxpect.com. A separate notification to the Customer is not owed.
1.7 Software Support
1.7.1 Inxpect shall provide to the Customer the technical support necessary to ensure the functioning of the Software.
1.8 Data processing and privacy
1.8.1 By filling out the registration form on the Website, which is necessary in order to download the Software, the Customer gives consent to the processing of personal data, pursuant to art. 13 GDPR - Regulation (EU) 2016/679, after viewing the specific information available in an extended version on the Website (https://www.inxpect.com/en/privacy/). The processing, storage and transmission of personal data takes place with the observance of every precautionary measure, which guarantees its security and confidentiality, in accordance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfill the obligations established by the statutory, civil and fiscal regulations related to the economic activity of the company.
1.9 Final provisions
1.9.1. Should any of the provisions of these GTC be or become invalid, void or unenforceable, the validity of the remaining provisions shall remain unaffected thereby. In such case, the invalid, void or unenforceable provision must be interpreted or substituted in such a way as to achieve the intended economic objective. This shall not apply if adherence to the contract constitutes an unreasonable hardship for either contract party.
1.9.2 This Contract is governed by Italian law and is to be interpreted in accordance with it.
1.9.3. For any dispute that may arise between the Parties, the court of Brescia (Italy) will be exclusively competent.