Terms and conditions
TERMS AND CONDITIONS
The following terms and conditions were updated on 12/01/2017
This standard contract of subscription disciplines the 30 days free trial of TDox and the eventual purchase for recurrent usage of the same service.
Agreeing to those terms and conditions (which takes place the moment you complete the registration process or order form) is equivalent to the agreement expressed on the terms of the contract.
If you are concluding this contract on behalf of a company or another legal entity, you are certifying to have the ability to bind the subject and its affiliates to these terms and conditions, in case the term “you” refers to the subject and its affiliates.
If you do not have this ability, or if your are not agreeing to these terms and conditions, it won’t be possible to download our mobile software on your system, nor having access to it. Any requested documentation or guide will also be denied.
You are not allowed to have access to our services if you are a direct competitor of our company, unless you received our written consent.
Moreover, you are not allowed to access our services in order to benchmark our product or compare it with others on the market.
The terms of the contract will be effective since the date of agreement and it is efficent between you and us only.
Availability and usage times of purchased contents, depend on licensee’s connection speed.
By adhering to TDox, the client takes note and accepts that it will be his duty to be equipped of internet connection in order to use the service, internet connection costs are not included in our service.
This contract could be constantly modified as Seltris SRL has the right to edit its services in order to update or improve them based on new technologies adopted.
Should there be any modification to any of the paragraphs of these terms and conditions, we will share this information by posting an article on the institutional site and emailing you.
Eventual modifications to these terms and conditions will be effective once 30 days since the related communication will pass.
In lack of withdrawal from your behalf, within 30 days since the communication of modification, those will be considered as automatically understood and accepted by you.
- 30 days free tial
- Mobile client software
- The service
- Intellectual property
- Purchased service
- Usage of our service
- Third party resellers
- Regulations on purchased services
- Exclusive rights
- Guarantee and exclusions
- Responsability limitations
- Duration and withdrawal
- Your counterpart in the contract, communications, related law and competent court
- General information
“Affiliate” indicates each subject which, directly or indirectly, controls or is put under common control of the interested subject.
“Control” this definition, stands for property or directly / indirectly controllling more than 50 votes during the assembly of the interested subject.
“Malware” indicates virus, worm, trojan horse and other malware, file, script or dangerous program.
“Order form” is the purchase order described in the contract, including the integrations concluded time by time between you and us, even if discussed via email or telephone.
“Us” or “Our” stands for the company Seltris SRL described in section 16 (Your counterpart in the contract, communications, related laws and competent court).
“Services” indicates platforms and web-based apps provided by us through www.mytdox.com and www.tdox.it as free trial for 30 days or based on order form.
“Purchased services” means services which you and your affiliates purchased through the order form, which are different than the ones provided with the 30 days trial.
“User service level”: Each time a user signs up, on our system a level of service is registered, this settings defines which function a certain user has access to.
“Users” Indicates all people authorized by You to use our services, you purchased a certain service for and that received access by you (or us upon request) username and password. Can be considered as Users – for example – your employees, consultants, providers and agents; otherwise all those third parties you are having commercial relationships with.
“Active users” stands for all those registered users who are set in any status different than “disabled”
Users are people who have access and use your service based on the task they have been given by the admin.
“You” indicates the business, company or legal entity and affiliates which agreed to this contract.
“Your data” indicates all electronic data or information collected by you through our services.
2. 30 days free trial
One or more of our services will immediately be available as free trial until one of those conditions are met:
(a) 30 Days since you agreed to our terms and conditions passed
(b) You purchase a subscription to our service
On our registration web page you can find more terms and conditions related to the free trial.
Each of those terms and conditions are binding and shall determine this contract.
ANY DATA INSERTED IN OUR SERVICES AND ANY CUSTOMIZATION BROUGHT TO THE SERVICES BY YOU OR BY AN AFFILIATE, DURING THE 30 DAYS WILL BE LOST, UNLESS YOU DECIDE TO PURCHASE A SUBSCRIPTION.
EXCEPT FOR THE CONDITIONS IN THE ARTICLE 9, DURING THE 30 DAYS FREE TRIAL , OUR SERVICES WILL BE PROVIDED AS THEY ARE WITHOUT GUARANTEE OF DETERMINED FEATURES.
During the free trial, you are kindly requested to learn characteristics and features of our services, before purchasing a subscription.
3. Mobile client software
3.1 License agreement
According to the terms of this contract, Seltris SRL, guarantees a limited license, not trasferable, not sub-licensable and not exclusive, with an object code for the mobile client software, which you can install and use only on authorized systems, pcs and mobile devices, in order to allow data collection and usage of the service exclusively for the number of users activated in the system.
3.2 License restrictions
Is not allowed to:
(i) Modify, translate, re-engineer, disassemble or search for other ways to spot the source code, the idea behind it and the algorithm of the Mobile Client Software, unless your local law prohibits those limitations;
(ii) Create Mobile Client Software with a functioning system similiar to the proposed one;
(iii) Use our Mobile Client Software for performance comparisons and other benchmarking activities;
(iv) Copy, rent, leasing, distribute or transfer in any other way the rights reserved to our Mobile Client Software;
(v) Remove any symbol or label indicating copyright of the Mobile Client Software.
4.1 Access guarantee
According to those terms and conditions, Seltris SRL, will recognize you with the right to access services offered on www.tdox.it or www.mytdox.com, only according to this contract, only for using our Mobile Client Software, only for your internal purposes and for a number of users activated by you in the system.
Each user, must have a unique username in our system.
Sharing the same username between more users is expressively forbidden and violates this contract.
Our service requires to sign up or to create an account you can use for all or part of the offered services.
In order to do so , you will be required to provide or choose a password, a user ID and/or other information, like credit card details for purchasing the subscription.
By agreeing to these terms and conditions you guarantee that all provided informations are real and up to date.
If your details should change, please update them immediately by editing your Client Profile in the related section.
Seltris SRL, could refuse to grant a specific username using someone else’s name, being protected by copyright or offensive.
Only you are responsible for the confidentiality of your registration information.
Only you are responsible for how you or any other authorized person by you are using our service.
If you believe that your account is no longer secure (eg.information lost, stolen or leaked) please change immediately your registration information and notify Seltris SRL through the “Contact Us” page on www.tdox.it or www.mytdox.com
If you install a software or if you enable it on any mobile device or computer, any third party service to collect information on TDox, it is your responsability to cure the integration in a way to prevent unauthorized access to your information and account.
4.4 Using our service
Unless differently specified, our service has the only purpose of internal usage.
You authorize to use our service only for legal purposes and by recognizing this, you take responsability for eventual criminal acts.
You guarantee to not perform any of these actions, unless authorized by us:
(i) Access to the service in a different way than through user interface provided by us, using for example scripts or bots.
(ii) Reproduce, duplicate, copy, sell, commercialize, resell or take advantage of the service.
(iii) Share or record information available on our service.
4.5 User behaviour
You agree to do not use the service for the purpose of upload, publish, transmit, share, archive or make available online in any other way, content we consider dangerous, sensible, illegal, threatening, abusive, defamatory, provocatory, vulgar, obscene, fraudulent, privacy breaker, racist or in any other way unpleasant.
Moreover, you agree to do not upload, publish, transmit, share and make available online in any other way, any advertisement, promotion, incitement, “junk mail”, “spam”,”chain kletters”, “pyramid scheme” or any other form of undesired and unauthorized sollecitation.
You guarantee to do not use our service to violate, abuse or breach third party rights, including copyrights.
4.6 Agreement and conformity of the law
You agree to use our service only for purposes recognized by the law, regulations or rules of this agreement.
You agree to do not disrupt, destroy, attack, modify or interfere with our service and its software and hardware and/or the associated server in any possible way, you also agree to do not interfere with other uses of the service.
Moreover, you agree to do not alterate or damage any information associated to our service.
You guarantee to do not try to obtain access to servers owned by Seltris SRL – using an admin password or impersonating one of them while you are using the service – unless you do so through https connection, using your web browser.
5. Intellectual property
Seltris SRL and its affiliates, hold all the rights, titles and interests, included without any limitation, all the intellectual property rights of the Mobile Client Software and service.
Seltris SRL can modify or interrupt the Mobile Client Software offer or the service at any time.
Our Mobile Client Software and service are protected by the Italian republic law on intellectual properties and by international laws.
This agreement doesn’t entitle you to any right, unless expressively specified hereby.
Our Mobile Client Software is granted in license and not sold, you own the only right to access to our service without an interest of property.
5.2 Material usage
The service contains copyrighted material, trademark or other intellectual property certified by national and international laws.
You are forbidden to modify, copy, reproduce, re-post, upload, publish, transmit or ditribute in any way, any type of material, including source code and software of the service.
You are allowed to download material from the service and use it for professional purposes, provided that you do not violate copyright or other intellectual properties.
5.3 Property and control
Content, organization, graphics, images, text, videos, design, HTML code, compilation, trademark, service mark, logo, slogans, advertisements and everything other material used on our service including the website look and feel, are protected by copyright or by any other intellectual property right and are owned by Seltris SRL and its affiliates.
Copying, re-organizing, re-distributing, modifying, using or publishing, directly or indirectly, any part of our website, including removing or modifying advertisements, unless permitted by us, are absolutely forbidden.
If you send us feedback, suggestions, testimonials, comments, ideas, ratings, bug reports or similiar information, you are agreeing to:
(i) Recognize to Seltris SRL it owns all the rights on the feedback;
(ii) Seltris SRL can use and share any feedback you might have sent us;
(iii) Seltris SRL could have already thought or be on the way to publish similiar ideas to the ones you suggested;
If you do not agree with terms and conditions regarding feedback, or if you want to maintain the right of any intellectual property included in a specific feedback, your only choice is to do not send any feedback to Seltris SRL.
6. Purchased services
6.1 Providing purchased services
We will be providing you any purchased service according to the hereby contract and order forms for all the duration of the contract.
You agree that your purchase is based on the currect act and does not depend on any future feature or characteristic, nor verbal or written declaration or intention expressed by us to bring a specific functionality.
6.2 Users’ subscriptions
Unless differently expressed in the order form,
(i) Services are purchased as monthly recurrent subscriptions per user
(ii) You are allowed to have as many users as you want
At the end of each month, we will calculate active users, if the number of users will result greater than the one you paid for with the prepaid formula inserted in the order form, the additional users will be charged according to the related price plan.
(iii) Subscriptions to be used for access are assigned to the related operators and can not be shared or used by more people;
(iv) Once 12 months since data collection pass, related data will be removed from our system, it is available a paid service which extends this period of conservation.
7. Usage of the services
7.1 Our responsabilities
We are committed to:
(i) Provide you the base support related to your purchased services without any additional charge and / or additional support if purchased separately.
(ii) Put any commercially reasonable effort into making our services available 24/7, except in those case scenarios:
(a) Scheduled days of maintenance (we will always notify you at least 8 hours in advance and we will operate, if possible, just during Saturday and Sunday)
(b) Eventual circumstances out of our control, including for example natural disasters, government inspections, earthquakes, civil rebellions, terroristic attacks and other problems, damages or delays due to our internet provider.
(c) To provide services purchased exclusively according to applicable laws and regulaments.
7.2 Your responsabilities
You are committed to:
(i) Take responsability for granting an usage of the service from your users in compliance to this contract
(ii) Be the only responsable for accuracy, quality, integrity and legality of your data or the way you collected it.
(iii) Make any commercially reasonable effort to prevent unauthorized access or usage of our services and in case this scenario should occur, to notify us immediately of unauthorized access or usage of the service.
(iv) To use our services only according to laws and applicable regulaments.
You are not allowed to:
(a) Make our service available to any individual who is not a user;
(b) Sell, re-sell or rent our services;
(c) Use our services to archive or share material violating the law, diffamatory, illegal or harmful, nor archiving or sharing materials violating third parties privacy;
(d) Use our service to archive or share dodgy codes;
(e) Damage or alterate the integrity or performances of our services or third parties data contained on it;
(f) Attempt to obtain unauthoried access to our services, systems or related networks.
7.3 Usage limitations
Our services could be subject to other limitations, such as limits regarding memory occupied on our disks and to effectuable calls to our programming interface within the app.
8. Third party suppliers
8.1 Purchasing products and services from third party
We can sell third party applications based on order forms, without guarantees or support.
In order to use those services it is not required any purchase or third party service.
8.2 Third Party applications and your data
Should you install or activate third party applications to use with our services, you agree to our right to allow those third party suppliers to access your data, if necessary due to interoperability between third party applications and services provided by us.
We won’t be responsible for eventual leaks of information, modifications or deletion of data as consequence of access from third party applications.
8.3 Google services
Service functions operating with Google services depend on the constant availability for their API and by the Google program intended to work with those services.
Should Google Inc. suspend API availability or the Google Program for service operativity, we could stop providing those features without giving you rights to receive a refund, credit or any other indemnity.
9. Regulations on purchased services
9.1 Regulations for users
You commit to pay the amount specified in the order form for each active service in the system, based on what is enstablished in the pricing plan choosen for each user.
(i) The fee amount due to be paid is in Dollars and will be valid for the period of time expressed in the order form, based on user service level, once reached the expiration date, if no order form is requested you will be charged on a monthly basis according to our pricing plans set at the expiration day.
(ii) Fees are based on active services, not on effective usage of the product.
(iii) Should a user change his service level during the reference period the price applied will be the highest one between the service levels currently active.
9.2 Invoicing and payment
You commit to provide us with your bank details or credit card information, maintaining this data valid and up to date.
Your eventual comunication of credit card details, will be equivalent to your authorization to charge all services activated during the initial subscription and for each renewal of the subscription. According to section 15.2 (Purchased users subscription duration).
Each charge will be effectuated on a monthly basis or according to any different type of applicable frequency indicated in the order form.
It is your duty to manage and update your contact information regarding purchased services.
9.3 Expired charges
If by the expiring date, we won’t receive a payment of your charges, at our discretion:
(a) We can maturate interests on the charge for 1.5% of the total amount due to be paid or increase the interest rate to the maximum allowed by the law (we will prioritize the minor interest rate), starting from the expiring date since the data of payment.
(b) We can submit future renewals for the subscription and order forms to new conditions that will include shorter charge dates than the ones included in section 9.2 (invoicing and payment).
9.4 Service suspension and acceleration
If the term of payment for amounts you owe us, according to the hereby contract, order forms or based on any other agreement with our services, has expired since at least 40 days, we can – holding at the same time all our other rights – accelerate the term of fullfillment of your duty to pay, so that your duty is immediately due and payable, or suspend your services until completed payment for the amount due to be paid.
9.5 Disputes on payments
We won’t excercise our rights indicated on section 9.3 (Expired charges) or 9.4 (Service suspension and acceleration), in case the applicable amounts should be subject to reasonable dispute activated in good faith and if you are collaborating with us on solving it.
Unless differently specified, our monthly rates to dot include taxes, financial contributions, rights or state taxes of similiar nature.
You commit to pay each tax related to the service you purchased according to the hereby contract.
In case the legal duty of collecting taxes should be ours, your will receive an invoice with the amount due to be paid, unless you provide us with a certificate of tax exemption authorized by a competent authority.
Just to be clear, our responsability is exclusively limited to taxable values related to our reddit, our goods and our employees.
10. Exclusive rights
10.1 Reserved rights
Except limits expressively granted through this contract, we reserve each right, title and interest related to our services.
The hereby contract do not entitles to any right , unless explicitly written.
You must not allow third parties to access our services, unless explicitly allowed by the hereby contract or by the order form.
10.3 Property of your data
You own the exclusive property of all rights, title and interests related to your data.
We reserve the license, royalty free, international, transferrable, sub-licensable, irrevocable, perpetual, right to use or integrate in our services any advice, enhancement request, recommendation or any other suggestion provided by you, including users, regarding our services.
11.1 Definition and confidential information
By the hereby contract, the expression “Confidential information” indicates all private information divulged from one side (“divulger”) to the other (“recipient”), both in a verbal and written way, which are valued with confidentiality and that must be reasonably intended as private, based on the nature of the information and on circumstances of divulgemement.
Your confidential information will contain your data;
Our confidential information will include our services;
Both confidential information are subject to terms and conditions specified in the hereby contract and by order forms, nonetheless all commerical and marketing plans, technology and technical information, plans and product projects or commercial processes shared on that side.
Nevertheless, reserved information (which differs from your data) won’t include information that:
(i) Has been or is generally known to the public without any violation from the divulger.
(ii) Were already known to the recipient before the divulger shared an information, without violation of rights against the recipient.
(iii) Are received by third parties without any violation against the recipient.
(iv) Are indipendently elaborated by the recipient.
11.2 Protection of confidential information
If not allowed in writing by the divulger:
(i) The recipient must pay the same level of attention and protecting his confidential information and do not divulge or use the divulger’s confidential information for any other purpose than what indicated in the hereby contract.
(ii) The recipient must limit the access to private information from users, suppliers and agents allowed to access to it for purposes related to this contract and which approved to commit to confidentiality of information with the recipient, which must must operate under regulation not less severe than the ones written in this contract.
11.3 Your data protection
Except for what reported above, we will adopt the appropriate ammiistrative protection measures, phisical and technical in order to provide you with security, confidentiality and data integrity.
We will never:
(a) Modify your data
(b) Divulge your data, unless requested by the law in compliance with section 11.4 (obbligatory divulgation) or by yourself.
(c) Access to your data for any other purpose than providing you services, avoiding or resolving technical problems with our services on your request, as customer assistance.
11.4 Obligatory divulgation
The recipient can not divulge divulger’s information if forced to do so from the law, provided that the recipient can provide the divulger a notice of obligatory divulgation and a reasonable assistance, at the expense of the divulger, in case this one intend to take a position against the divulgation.
If the recipienti s forced by the law to divulge confindential information on the divulger as a lawsuit process, the divulger can not dispute the divulgation, the divulger will refund the recipient of the costs for the entire operation and access to the reserved information.
12. Guarantees and exclusions
12.1 Our guarantees
We commit to guarantee you:
(i) Our services are functioning correctly when indicated
(ii) With exception to section 8.3 (Google services), Service functionalities won’t be reduced during the subscription period.
In case of eventual violation of those guarantees, your only compensation will be the one described in Section 15.3 (Just Cause resolution) and Section 15.4 (Refund and payment in case of termination).
12.2 Mutual guarantees
Each part commits and guarantees that:
(i) Has the ability to legally sign this contract
(ii) Won’t share with the other part any harmful or dangerous code (with exception of dangerous codes previously trasferred by the other part to the one providing the guarantee).
WITH EXCEPTION OF WHAT EXPRESSIVELY REPORTED IN THIS CONTRACT, BOTH PARTS DECLINE ANY TIPE OF GUARANTEE, EXPRESSED, EXPLICIT, IMPLICIT, MANDATORY OR OF ANY OTHER TYPE.
MOREOVER, EACH PART SPECIFICALLY DECLINES ALL IMPLICIT GUARANTEES, INCLUDING COMMERCIAL GUARANTEES OR SUITABILITY FOR A SPECIFIC USAGE, ACCORDING TO LAW MEASURES.
13.1 Reimbursement from your behalf
You agree to defend us against any legal claim towards us from third party individuals, declaring that data you provided or that your usage of the services, violates or represents an undeserved appropriation of third party intellectual properties or violate any applicable law.
Moreover you agree to waiver us in case of eventual damage compensation accorded by juridical verdict and from reasonable legal expenses related to those legal claims, provided that by our side:
(a) Is provided a notification of legal claim;
(b) Is requested to you the control of the defense of the claim transaction (Although you won’t be able to settle any legal claim if the transaction won’t exonerate us form an responsability);
(c) You provide necessary assistance.
14. Responsability limitation
14.1 Responsability limitation
THE OVERALL RESPONSABILITY OF EACH PART, ARISING FROM THIS CONTRACT, EITHER IF IT IS COTRACTUAL OR ARISING FROM TORT OR ANY OTHER TYPE OF RESPONSABILITY, WILL NEVER EXCEED THE AMOUNT DUE TO BE PAID BASED ON THE HEREBY CONTRACT OR IN RELATION WITH EACH DANGEROUS ACT COMMITTED, THE LOWER AMOUNT BETWEEN $1000 AND THE AMOUNT YOU PAID BASED ON THIS CONTRACT IN THE PREVIOUS 12 MONTHS TO THE ACT.
WHAT HAS BEEN SAID SO FAR WILL NOT LIMIT YOUR OBBLIGATION TO PAY, ACCORDING TO SECTION 9 (regulations on paid services).
14.2 Exclusion from consequent and related damages
IN ANY CASE, NONE OF THE TWO SIDES WILL BE RESPONSIBLE TOWARDS THE OTHER FOR LOSS OF PROFIT OR INDIRECT DAMAGE CAUSED, EITHER BY CONTRACT, TORT OR ANY OTHER TYPE OF RESPONSABILITY, REGARDLESS WETHER THE OTHER PART HAS BEEN INFORMED BY A CHANCE OF DAMAGE.
THIS RESPONSABILITY LIMITATION WON’T BE APPLICABLE IN THIS MEASURE IN CASE THIS LAST ONE HAS BEEN FORBIDDEN BY ANY APPLICABLE LAW.
14.3 Italian legislative item 300/1970 on workers remote monitoring
Seltris Srl declines any responsability for installing GPS localisation systems: the licensee will commit to inform the employers of related installation due to organization, productive or security purposes.
Our system is able to detect employees personal data, which treatment is legitimated by procedures described on article 4, pharagraph 2 of legislative item 300/1970 regarding regulaments on employees freedom and dignity, in trade union freedom and activity on working environments (published on n. 131 official journal on May 27 1970).
15. Duration and withdrawal
15.1 Contract duration
The hereby contract will be valid starting from the day you accept this agreement until the expiring date of all your order forms and the termination of all the users related to your system.
15.2 Just cause resolution
One side can terminate the hereby contract in case of just cause if one of those conditions are met:
(i) By providing a 30 day notice to the other part, indicating material violation, provided that the violation has not been solved by the expiring date;
(ii) If one of the two parts have been filed for bankruptcy, insolvency proceedings, forced administration, liquidation or transfer to the benefit of creditors.
15.3 Reimbursement or payment in case of withdrwal
In case of resolution for just cause on your behalf, we will refund you each rate, subsequent to the resolution date, charged in advance in order to cover the rest of the subscription period.
In case of resolution on our behalf, you will have to pay each user rate multiplied by the number of minimum granted users not paid, as coverage for the rest of the subsequent period to the resolution date, planned in the order form.
Under no circumstances, the resolution will exempt you from the obligation of payable rates.
15.4 Your data conservation
Should you have submitted a subscription, collected data will be conserved for 12 months starting from the collection through mobile app date, accessing to those information requires at least one active and paying user.
Should you decide to try our 30 day free trial and to do not purchase a subscription before the end of the trial period, the hereby contract will expire after the 30 days and all your data will be removed from our systems.
15.5 Valid regualtions upon expiration
1. Section 9 (Regulations on purchased services),10 (Exclusive rights),11 (Confidentiality),12.3 (Exclusions),13 (Waiver),14 (Responsability limitation),15.3 (Reimbursement or payment in case of withdrawal),15.4 (Your data conservation),16 (Your counterpart in the contract, communications, related law and competent court) and 17 (General information) will be valid even after this contract expires.
16. Your counterpart in the contract, communications, related law and competent court
16.1 General information. Your contract counterpart is:
Via Mazzini, 55C
4603, Castiglione delle Stiviere (MN) – Italy
The competent court you need to refer to is in Mantova.
16.2 Comunications format
Unless differently specified in this contract, all comunications, authoirzations and approvations must be written.
Comunications sent to us will be forwarded to the administration choosen by you related to your service account and, in case of comunications for invoices, to the invoicing contact specified by you.
16.3 Agreement on related laws and referring to the competent court
Each part agrees to above specified laws regardless conflicting laws and aceppts the jurisdiction of the competent court.
Applicable laws, which means all the list applicable laws applicable by this contract are the italian laws.
Both parts agree to keeping as only competent court the one in Mantova for any possible controversy may occur.
17. General information
17.1 Relationship between the 2 parts
Each part represents an intedependent cotractor.
The contract doesn’t give rise to relationships of partnership, franchising, joint venture, agency or fiduciary duties between the 2 parts.
17.2 Absense of thirf party beneficiaries
The hereby contract doesn’t include any beneficiary third party.
17.3 Waiver and cumulative protective measures
Eventually omitting or delaying any excercisable right, described in this contract doesn’t represent a waiver tto the rights in question.
Unless differently specified by the hereby contract, legal protection tools hereby described have an additional and not exlusive value compared to any other legal or patrimonial protection owed to a certain part.
If any disposition of the hereby contract is opposing another competent court, the disposition will be modified by the same court and will be interpreted in a way to be as similiar as possible to the original one, according to measures allowed by laws, while every other disposition of the hereby contract will remain valid.
17.5 Legal fees
Upon request, you will have to pay for all our reasonable expenses for legal services fees or other costs that may occur as a consequence to your violation of section 9.2 (Invoicing and payment).
None of the parts can transfer its rights or duties planned on this contract, by law effect or any other way, without obtaining the written consent of the other part (which must not be unreasonably revoked).
Despite what stated before, each part can transfer the hereby contract in its integrity (including order forms), without the other part consent, to affiliates or companies with a merging, acquisition, re-organization or sale relationship.
The only remedy protecting each part from eventual transfer violating this paragraph will consist of – by choice from the part which didn’t perform the transfer – a resoltuon of the contract with previous written notice from the transfering part.
In that case we will refund you eventual rates, subsequent to the the contract termination, charged in advance for covering the rest of the subscription period.
Except for what mentioned above, the hereby contract will still be valid and binding to its legal successors.
17.7 Entire agreement
The hereby contract, including all attached files and order forms represent the entire agreement between each part and replaces all arrangements, proposals or previous / recent affirmations, expressively written or spoken in relation to this subject.
Eventual modifications, adjustments or renouncements related to any section of the hereby contract, will not be valid unless formally written and submitted or accepted electronically by the other part .
Nevertheless, with given limits to each conflict or inconsistency between rules written in this contract and the text of its attached files or order forms, what prevails in this case are the terms written in the attached files or order forms.