1. OBJECT
These conditions of service (“CoS”) govern the terms and conditions for the provision of Services (as defined below), accessible via the Rokh Platform, that are offered to Rokh Members, Individual Customers and Counterparts (all as defined below).
2. DEFINITIONS – INTERPRETATION CRITERIA
2.1. Without prejudice to any additional terms defined elsewhere in this document, the following terms commencing with a capital letter have the meanings assigned to them below, regardless of whether used in their singular or plural form.
− “Access Credentials” means the user name and password supplied by ROKH, depending on the circumstances and the Services requested, to the Rokh Member and/or to each User (except for Individual Customers and their Users, if any, which will not be given any Access Credentials) in order to access the Rokh Platform;
− “Agreement” means the contractual relationship established between the Rokh Member and ROKH following the purchase by the Rokh Member of a Membership Plan, which will be governed by these CoS with reference to the specific details of that plan;
− “Affiliate” means, with reference to a given legal person or body, any other legal person or body that, directly or indirectly, Controls, is Controlled by, or is under common Control with the first legal person or body;
− “Assistance Slot” means the availability of up to 30 minutes for a telephone appointment that the Rokh Member can book, using the specific tool made available on the Rokh Platform;
− “Authority” means any (i) country, government, region, province, state; as well as any (ii) authority and/or body recognised as competent in the circumstances that exercises executive, legislative, judicial, regulatory or administrative functions and/or powers (including any governmental authority, agency, department or commission – as well as the respective committees of any governmental, political, regulatory or administrative subdivision – court, tribunal, arbitration panel, governing body of any trade regulator, self-regulation body) of a supra-national, international, national, regional or local nature;
− “Builder” means the technological tool for the automated creation and guided preparation of a draft contract in accordance with the requirements expressed by the User;
− “Confidential Information” means all information, data and documents (including, without limitation: the External Documents; technical data; financial data; prices; commercial secrets; confidential information and know-how; finished products; meeting minutes; drawings; concepts; drafts; sketches; reports; diagrams; product samples; production plans; commercial information; service delivery plans; supplier lists and related details; customer lists and related details; market specifications and related studies; computer programs and related code; developments, inventions, claims described in patent applications not yet published; processes; formulas; technologies; designs; methods of marketing and sales distribution; business plans). Confidential Information does not include information that: (i) is or becomes generally known to the public, except if consequent to infringement of the confidentiality commitments specified in these CoS; (ii) is communicated to the Receiving Party by a third party entitled to know that information and not, in turn, bound by related confidentiality obligations; and/or (iii) was legitimately available to or known by the Receiving Party prior to its communication by the Divulging Party;
− “Contract” means the document resulting from adaptation of the Templates to reflect the requirements of the User and/or the outcome of negotiations with the Counterparts;
− “Contract Templates”, “Document Templates” or “Templates” mean the documents created using the Builder, as well as the documents purchased from the Rokh Marketplace;
− “Counterparts” means the negotiating counterparts invited by Rokh Members to negotiate in the context of the Rokh Platform, whether or not they are Rokh Members themselves;
− “Dispute” means any and all complaints, arguments, claims, remonstrations, opposition, objections, investigations, legal cases or judicial or administrative proceedings, including those of any kind that are pending or threatened in writing, as well as all written communications in relation to all of the above;
− “External Documents” means all documents (including, without limitation, logos, letterheads, contractual documentation, own templates) uploaded to the Rokh Platform at any time by any User, for which ROKH and/or its Affiliates decline all responsibility of whatsoever kind;
− “Individual Purchase” means, without having purchased a Membership Plan, the one-off purchase of a Service comprising the automated creation and guided preparation of a draft contract using the Builder, or the purchase of a Template from the Rokh Marketplace;
− “Individual Customer” means a legal or natural person that makes an Individual Purchase without having purchased a Membership Plan;
− “Intellectual Property Rights” means any and all intellectual property rights - whether registered, pending or not registered - including all rights, goodwill, title over and interest in (i) patents for inventions and utility models; (ii) trademarks, businesses, signs, business names, shape marks, domain names, URLs and all other distinctive signs; (iii) designs and models; (iv) new digital varieties; (v) topographies of semi-conductors; (vi) authorship rights (including authorship rights over formats, computer software), related rights and unique rights (including those over databases); (vii) commercial secrets and/or know-how (including, for example, non-patented inventions, formulas, commercial information and all other Confidential Information); and (viii) all other rights or equivalent forms of protection in every part of the world;
− “Law” means any and all supra-national, international, national, regional or local laws, decrees, regulations, directives, codes, measures, orders or decisions of any Authority;
− “Legal/Authorised Representative” means that special category of Users holding levels of authorisation granted by the Rokh Member that entitle them to upgrade the Membership Plans, purchase Token top-ups and sign Contracts;
− “Losses” means any and all losses (including all economic losses, loss of profits or loss of goodwill), damage (direct and indirect), liabilities, costs, expenses (including, without limitation, reasonable fees for legal advice, as well as expenditures, costs and expenses for technical advice and investigative activities);
− “Membership Plan” means each subscription plan offered on the Rokh Platform and purchased by the Rokh Member. Membership Plans differ from each other in terms of the Membership Tariff, Duration, number of Tokens and Assistance Slots included;
− “Privacy Regulations” means Regulation (EU) 2016/679 (“GDPR”), Decree 196 dated 30 June 2003 and its attachments, as amended by Decree 101 dated 10 August 2018 (hereinafter also referred to alone as the “Privacy Code”), and the decisions of the Italian Data Protection Authority;
− “Part(y)ies” means, alone or together, ROKH for the first part, and the Rokh Member, the Individual Customer or the Counterpart (depending on the circumstances) for the second part;
− “ROKH” means ROKH S.r.l., with registered office at Viale Monte Nero 82, 20135 Milan, Italy, VAT no. 10013720965;
− “Rokh Platform” means the platform for the delivery of Services that each User can access via the link: www.platform.rokh.it;
− “Rokh Marketplace” means the specific section of the Rokh Platform in which the Rokh Member and the Individual Customer can create and download Templates in the various ways envisaged therein;
− “Rokh Member” or “MEMBER” means the parties – legal persons, bodies, professionals, associations, foundations, committees, public institutions – that, after registering with the Rokh Platform, purchase one of the Membership Plans offered by ROKH;
− “Services” means: (i) with regard to each Rokh Member, solely and exclusively the services offered by ROKH in the Territory via the Rokh Platform, in accordance with the Membership Plan purchased; or (ii) with regard to each Individual Customer, the services relating to the Individual Purchase and to use of the Builder, both in all cases in accordance with the functionalities and limitations published from time to time on the website www.rokh.it;
− “Specialized Assistance” means support provided by an experienced professional, on the understanding that such support will not, under any circumstances, consist in the provision of services representing legal advice;
− “Token” means the unit of measure used for purchases by the Rokh Member of Document Templates and the other Services envisaged in the Membership Plan purchased, the available number of which is predetermined in relation to the Membership Plan chosen;
− “Tariff” means, depending on the circumstances, the price, excluding VAT, applied from time to time to each Membership Plan or to an Individual Purchase;
− “Territory” means the Republic of Italy, Vatican City and the Republic of San Marino;
− “User” means each natural person, being a representative, exponent, employee or collaborator of the Rokh Member, the Individual Customer or the Counterpart (depending on the circumstances), duly authorised to access the Services on behalf of the Rokh Member, the Individual Customer or the Counterpart (depending on the circumstances).
− “Working Days” means each calendar day other than (i) Saturday or Sunday; or (ii) any other day on which the banks in Italy are generally closed;
2.2. The following rules apply when interpreting these CoS:
(i). all references to provisions of the Law include all regulations that comprise subordinate or enabling instructions for that Law and all subsequent amendments, additions or replacements of that Law;
(ii). all references to an “Article” or a “Point” are understood to be made to numbered articles and points in these CoS, unless specified otherwise;
(iii). the numbering of Articles and Attachments is merely indicative and will not, under any circumstances, limit the interpretation of these CoS;
(iv). terms defined in the singular will have the same meaning even when used in the plural, and vice versa;
(v). when a Party agrees to “ensure that” or “arrange that” a third party takes specified action, this must be interpreted as a promise made on behalf of the third party pursuant and consequent to art. 1381 of the Italian Civil Code.
3. SERVICES
3.1. Following the purchase of a Membership Plan by a Rokh Member, the Users authorised by that Rokh Member may access the Services envisaged in the chosen Membership Plan by inputting their Access Credentials to the Rokh Platform. The Services dedicated to the Rokh Member also include Assistance Slots and first-level technical support regarding the functionality of the Rokh Platform. The Parties recognise and agree that it will only be possible to cancel Specialist Assistance on giving at least 24 hours’ notice, otherwise the Assistance Slot will be deemed to have been used and it will not be possible to obtain reimbursement for the Tokens spent.
3.2. After making an Individual Purchase, the Individual Customer may access the Builder to create and download a Template. The Services reserved for the Individual Customer also include first-level technical support regarding the functionality of the Rokh Platform.
3.3. After having been invited to the Rokh Platform by a Rokh Member, the Counterpart may use, free of charge, the limited Services made available solely for the purpose of negotiating with the host Rokh Member. The Services reserved for the Counterpart also include first-level technical support regarding the functionality of the Rokh Platform.
3.4. The Rokh Member, the Individual Customer and/or the Counterpart (depending on the circumstances) confirm their knowledge of the Services offered by ROKH via the Rokh Platform in accordance with the terms and conditions specified in these CoS, as well as with the functionalities and limitations published from time to time on the website www.rokh.it, and recognise that they have sole responsibility for checking the suitability of each Service for their own purposes and objectives.
3.5. The Rokh Member, the Individual Customer and/or the Counterpart (depending on the circumstances) acknowledge and accept that the characteristics of the Services may be amended as a result of updates to the Rokh Platform. ROKH will notify those changes and updates in advance, via the Rokh Platform. The Rokh Member is responsible for keeping updated about changes that might affect the characteristics of the Services, in order to check their suitability for its own purposes and objectives.
3.6. Service upgrades will also be applied to those Rokh Members that have purchased a Membership Plan inclusive of a Service that is improved during the subscription period.
3.7. The above changes in Services will never cause the Tariffs to change for Membership Plans purchased before they were implemented.
4. ACCESS CREDENTIALS
4.1. In order to allow access to the Rokh Platform, ROKH sends Access Credentials to the Rokh Member and/or the Counterpart at the e-mail address indicated by the Rokh Member at the time of registration and/or during the invitation phase. Following identification by the Rokh Member and/or the Counterpart of their Users authorised to use the Rokh Platform and the related authorisation levels, each User will be given personal Access Credentials that must be changed when access is made for the first time.
4.2. The Rokh Member and the Counterpart are aware that knowledge of the Access Credentials makes it possible to use the Rokh Platform and the Services, as well as to access any External Documents uploaded and other Confidential Information, and recognise that they have sole and exclusive responsibility for proper use of the Access Credentials by each User, pursuant to art. 1381 of the Italian Civil Code and otherwise, agreeing to look after them with the maximum diligence and confidentiality and not to give and/or reveal them to and/or allow their use by any unauthorised third party.
4.3. ROKH and its Affiliates cannot, under any circumstances, be held responsible for any Losses deriving from improper use of the Access Credentials or, in any case, from failure by the Rokh Member, the Counterpart and/or each of their respective Users to comply with the provisions of this article.
4.4. The Rokh Member and the Counterpart have sole responsibility for the administration of their Users, including update of the personal details database, changing authorisation profiles and deactivating their Access Credentials on termination of the relationship or if their confidentiality is compromised for any reason (including, without limitation: theft or loss).
4.5. Should the confidentiality of the Access Credentials of the Legal Representative and/or an Authorised Representative be compromised for any reason, or should the Rokh Member be unable, for any other reason, to deactivate independently the compromised Access Credentials, the Rokh Member must send immediate written notification to ROKH so that the latter can, as soon as is reasonably possible, in working hours, deactivate (and, upon request, replace) those Access Credentials. ROKH and/or any of its Affiliates are not responsible, under any circumstances, for any Losses or adverse consequences that may be suffered by the Rokh Member due to (a) delayed notification by the Rokh Member of the compromised confidentiality of the Access Credentials and/or (b) untimely deactivation of the Access Credentials unless, as the sole exception, that untimely deactivation is attributable to gross negligence by ROKH.
4.6. The Rokh Member must use the specific tool made available on the Rokh Platform if, acting independently, it intends to deactivate and replace the Access Credentials of its Legal Representative.
4.7. The Rokh Member and/or the Counterpart, depending on the circumstances, agree to relieve and hold free ROKH and its Affiliates from any Losses that ROKH and/or each of its Affiliates may incur due to (i) improper use of the Access Credentials and/or (ii) failure by the Rokh Member, the Counterpart and/or their respective Users to comply with the provisions of this article and/or (iii) use of the Access Credentials by any unauthorised third party, when that use is attributable to their improper conservation and protection by the Rokh Member, the Counterpart and/or their respective Users.
5. MEMBERSHIP PLAN
5.1. ROKH offer the Services in separate Membership Plans proposed to the Rokh Member at the time of purchase.
5.2. Each Membership Plan allows access to the Services and functionality detailed in the plan, in accordance with the specifications and limitations on use described therein, as well as in accordance with the specifications and limitations published from time to time on the website www.rokh.it
5.3. Rokh Members therefore recognise and accept their individual responsibility to check the adequacy of the chosen Membership Plan for their own purposes, based on their needs and ability to use it.
5.4. ROKH will not, under any circumstances, refund Membership Plan purchases due to (i) failure to use the Services, in whole or in part, for whatsoever reason not directly attributable to the gross negligence of ROKH; and/or (ii) the inadequacy of the technological infrastructure of the Rokh Member and/or shortcomings, in whole or in part, in the technical and/or IT equipment of the latter, or in the skills that are necessary or useful in order to use fully the Services and functionality of the Rokh Platform.
5.5. The Rokh Member may upgrade the purchased Membership Plan at any time using the specific tool made available on the Rokh Platform.
6. DOCUMENT TEMPLATES
6.1. The Rokh Member may purchase Document Templates using the Tokens included in the chosen Membership Plan. Each Document Template has a price quantified in Tokens.
6.2. During the validity period of the Membership Plan purchased, the Rokh Member will benefit from a discount, indicated case by case, for repeat purchases of a given Document Template structured with Builder using the same options.
6.3. The Individual Customer may purchase Document Templates by paying the related price in Euro by credit card, on the terms and conditions for that service offered by the provider of the payment gateway service. Each Document Template present on the Rokh Marketplace has a price quantified in Euro.
6.4. In order to configure the Contract in accordance with the requirements of the Rokh Member and/or the Individual Customer, the User will be asked to make a series of choices presented during a predetermined question and answer process, as well as to follow a guided procedure in order to complete several open response fields. Accepting full personal responsibility, the User may subsequently use a word processor to amend the text of the resulting Template in order to reflect any specific requirements that may arise from time to time after the Contract concerned has been created. The User can also upload External Documents to the Rokh Platform as attachments to the Contract purchased.
6.5. ROKH and/or each of its Affiliates decline any and all responsibility for selection of the variables and/or completion of the fields and/or changes made to the Template by the User and/or the nature or content of the External Documents uploaded by the User.
6.6. The Rokh Member, the Individual Customer and/or the Counterparts are therefore responsible for checking the accuracy, validity, efficacy and regulatory compliance of the Contract and its attachments and each External Document, as well as their internal consistency, completeness and suitability for their purposes.
6.7. The provision of Specialist Assistance does not relieve the Rokh Member from the responsibilities described in the preceding point.
7. EXTERNAL DOCUMENTS AND ADDITIONAL INFORMATION
7.1. Each Rokh Member confirms and guarantees full entitlement to use the External Documents; they also confirm that those documents do not infringe on any rights, including the Intellectual Property Rights of Third Parties, and agree to relieve and hold free ROKH and its Affiliates from any and all Losses that might derive from Disputes raised by third parties or the Authorities in relation to the External Documents.
7.2. ROKH and its Affiliates will not accept responsibility, under any circumstances, for any Losses incurred by the Rokh Member, the Counterpart, the Individual Customer or third parties, that are in any way attributable to the External Documents and/or the information added to the Templates.
8. TOKENS
8.1. The Rokh Member may use the Tokens to purchase the Document Templates and other Services (including extra Assistance Slots) additional to those included in the chosen Membership Plan.
8.2. When the purchase of each Service or Document Template is confirmed by the Rokh Member, the corresponding value in Tokens will be deducted from the number of Tokens available.
8.3. The Rokh Member may purchase packages of new Tokens using the specific tool made available on the Rokh Platform.
8.4. Any residual Tokens will be cancelled on expiry of the Membership Plan purchased, unless the Rokh Member renews the Agreement by purchasing a new Membership Plan, or renews the same Membership Plan purchased previously prior to its expiry date; in the event of renewal, the residual Tokens will be added to the number of Tokens made available under the new Membership Plan.
9. SUSPENSION AND/OR TERMINATION OF THE SERVICE
9.1. ROKH reserves the right to suspend or block use of the Services and access to the Rokh Platform:
(i). in all cases in which ROKH is entitled to terminate the Agreement;
(ii). if requested to do so by the Authorities;
(iii). if abuse of the Access Credentials is suspected, or if the Rokh Platform and/or the Services are used in a manner or for purposes not compliant with these CoS, the functionality and/or limitations published from time to time on the website www.rokh.it, and/or the provisions of the Law;
(iv). if unauthorised copying of the Document Templates is suspected;
(v). if necessary in order to make updates to and/or carry out corrective or evolutionary maintenance on the Rokh Platform; in those cases, ROKH will make every effort to perform those activities outside of working hours.
10. CONSIDERATION AND DURATION OF THE ROKH MEMBERSHIP
10.1. The Rokh Member will pay the amount equal to the Tariff for the chosen Membership Plan in the manner selected at the time of purchase. Without prejudice to the provisions of art. 8.4 above: (i) it is understood that the Tariff is associated with subscription to a Membership Plan, with the consequent right to benefit from the related Services for the related Duration, regardless of the actual usage made of the Services by the Rokh Member; and (ii) without prejudice to legal requirements, ROKH will not, under any circumstances, reimburse the amount paid by the Rokh Member to purchase the chosen Membership Plan.
10.2. Once payment has been confirmed, the Rokh account will be active and a confirmation message will be sent to the addresses provided by the Rokh Member at the time of registration. The Rokh Member confirms awareness that, in order to use the contract signature tools made available by ROKH, is it necessary to upload a Chamber of Commerce search (and update it for any changes regarding the Legal Representative); accordingly, if that document is not uploaded by the Rokh Member, it may not be possible to sign contracts on the Rokh Platform.
10.3. The duration of the Agreement is specified in the chosen Membership Plan. Upon lapse of the initial term under the Membership Plan and of any following renewal term, the Agreement shall be automatically renewed for additional periods having the same duration as the duration specified in the chosen Membership Plan (e.g., successive periods of 12 months, 18 months or 24 months depending on the chosen Membership Plan), unless, at least sixty (60) days prior to the renewal date, either Party gives the other Party written notice of its intent not to renew.
11. UNDERTAKINGS, RESPONSIBILITIES AND REPRESENTATIONS BY ROKH MEMBER, INDIVIDUAL CUSTOMER AND COUNTERPART
11.1. Without prejudice to all other responsibilities and/or obligations envisaged in these CoS, the Rokh Member, the Individual Customer and the Counterpart (with the exception of point (i) below for the last mentioned) must:
(i). pay the Tariffs corresponding to the Membership Plan or (depending on the circumstances) the Individual Purchase made;
(ii). provide the technological infrastructure and technical and IT equipment needed to allow full use of the Rokh Platform and its functionality, including the associated electronic signature and certified e-mail tools;
(iii). identify their Users, specifying the related authorisation profiles and keeping them updated constantly;
(iv). update constantly their corporate information, their company profile and that of their individual Users, and their letterhead, as well as guarantee the functioning and maintenance of and accessibility to the certified e-mail address indicated in their company profile;
(v). use the Services strictly within the limits specified in these CoS.
11.2. The Rokh Member, the Counterpart and the Individual Customer are forbidden to use the Services and/or the Rokh Platform to upload, retain, send, publish, transmit and/or share data, applications or IT documents, including External Documents that:
(i). conflict with or infringe the Intellectual Property Rights owned by ROKH and/or third parties;
(ii). contain discriminatory, defamatory, slanderous or threatening materials;
(iii). contain materials that are pornographic, paedo-pornographic or obscene or, in any case, contrary to public morals;
(iv). contain viruses, worms, trojan horses or any other electronic forms of contamination or destruction;
(v). represent forms of spamming, phishing and/or similar;
(vi). conflict, in any way, with the applicable regulatory requirements and/or regulations.
11.3. The Rokh Member, the Counterpart and/or the Individual Customer agree to relieve and hold free ROKH and its Affiliates, in full, from any Losses that they might incur as a result of errors, inaccuracies or failures to update the information uploaded by the Rokh Member to the Rokh Platform and/or, in any case, violations of the provisions of this Article.
11.4. With regard to all the obligations specified in these CoS, the Rokh Member, the Counterpart and/or the Individual Customer agree for themselves and, pursuant to art. 1381 of the Italian Civil Code, for their employees, directors, representatives, collaborators and Users, to respond directly to ROKH for any infringements of these CoS perpetrated by any of the above.
11.5. ROKH reserves the right to terminate the Agreement with immediate effect pursuant to art. 1456 of the Italian Civil Code in the event of infringement of the provisions of this Article.
11.6. The Rokh Member, the Counterpart and/or the Individual Customer confirm their wish to use the Services and the Rokh Platform in the context of their entrepreneurial, artisan, commercial or professional activities and, therefore, that the provisions of Decree 206/2005 on the protection of consumers do not apply to them.
11.7. The Rokh Member, the Counterpart and/or the Individual Customer also confirm their knowledge of the characteristics and functionalities of the Services and the Rokh Platform and consider them suitable for the satisfaction of their business needs.
12. RESPONSIBILITIES OF ROKH
12.1. ROKH does not give any express or implied warranty that the Rokh Platform, the Templates and/or the Services are suitable to satisfy the needs of the Rokh Member or that they are free from errors or that they have any different or additional characteristics to those detailed on the website www.rokh.it.
12.2. Without prejudice to other provisions of these CoS and any mandatory legal requirements, ROKH denies any and all liability in relation to:
(i). the use of or failure to use the Rokh Platform and/or the Services;
(ii). the loss of data and/or damage to the technological infrastructure of the Rokh Member consequent to the use of or failure to use the Rokh Platform;
(iii). the use of the Rokh Platform and/or the Services and /or the Templates in a manner not compliant with the provisions of these CoS and/or the Law;
(iv). any malfunctioning of and/or failure to use the Platforms caused by unsuitable technological infrastructure that does not allow their proper use;
(v). any incomplete and/or incorrect information provided to ROKH in the context of using the Rokh Platform and/or the Services;
(vi). any failure to conclude positively the negotiations with Counterparts and/or failure to sign the Contracts;
(vii). partial, incorrect or non-performance of the Contracts;
(viii). disputes about the contents of Contracts following their finalisation and approval by the Rokh Member;
(ix). hosting services supplied by third-party providers.
12.3. Without prejudice to any mandatory legal requirements, it is understood that the liability of ROKH for any Losses cannot, under any circumstances, exceed the amount of the Tariff actually paid.
13. INDUSTRIAL PROPERTY RIGHTS
13.1. The Rokh Member, the Counterpart and/or the Individual Customer acknowledge and accept that all the Intellectual Property Rights inherent in the Rokh Platform, the ROKH logos and trademarks, and the Contract Templates (excluding the External Documents) are and will remain the property of ROKH and/or related entitled parties; accordingly, their use is strictly limited to that envisaged in these CoS.
13.2. The Rokh Member, the Counterpart and/or the Individual Customer will not establish any Intellectual Property Rights by using the Rokh Platform and/or purchasing the Templates.
13.3. The Rokh Member, the Counterpart and/or the Individual Customer acknowledge and recognise that the Templates purchased may not be disseminated, shared, commercialised, communicated or, in any case, made available to third parties without prior consent from ROKH.
13.4. The Rokh Member, the Counterpart and/or the Individual Customer therefore agree, including on behalf of each User pursuant to art. 1381 of the Italian Civil Code, to use the Rokh Platform, the Services and/or the Templates in strict accordance with these CoS, fully respecting the Intellectual Property Rights owned by ROKH and/or related entitled parties and/or third parties.
13.5. ROKH will not establish any Intellectual Property Rights over the External Documents, or over the logos and trademarks of the Rokh Member, the Counterpart and/or the Individual Customer.
13.6. Without prejudice to the above, by purchasing any Membership Plan, the Rokh Member agrees to the identification of its company as a “Member of the ROKH community” and, as such, to use by ROKH and its Affiliates of the name and distinctive signs of the Rokh Member on its website and via its promotional channels.
14. CONFIDENTIALITY
14.1. Each to the extent of their own responsibilities, the Parties agree not to disseminate, divulge, communicate, sell, publish or otherwise make the Confidential Information available to third parties, directly or indirectly, in whole or in part, in written form or verbally, unless this is strictly necessary in order to (i) execute the Agreement and/or (ii) comply with obligations imposed by Law or mandatory requests from the Authorities, on the understanding in the second case that the Party obligated or receiving the request must inform the other Party promptly in writing and comply with that obligation or request while maintaining, to the maximum extent possible, the confidentiality of the Confidential Information.
14.2. The confidentiality commitments specified in this Article 14 will remain valid and effective for the entire period in which each element of the Confidential Information remains confidential pursuant to the Law and/or does not become generally known to the public, except if consequent to infringement of the confidentiality commitments specified in these CoS.
15. PERSONAL DATA – PROCESSING UNDER ART. 28 GDPR
15.1. In compliance with the Privacy Regulations, all Personal Data exchanged between the Parties pursuant to the Agreement will be processed respectively by each Party for the sole purpose of executing the Agreement and facilitating its implementation, as well as to comply with any legal obligations, EU regulations and/or instructions from the Authorities. The Personal Data will be processed, manually and/or using automated equipment, in accordance with the principles of lawfulness and propriety and in a manner that safeguards confidentiality and the rights recognised in the Privacy Regulations, applying suitable data security and protection measures.
15.2. The Rokh Member agrees to guarantee compliance with the obligations envisaged in the Privacy Regulations regarding the processing of Personal Data communicated to ROKH and/or input by the Rokh Member to the Rokh Platform when using the Services, with specific reference to the obligations to inform Data Subjects in advance and obtain their consent pursuant to arts. 6 and 7 of the EU Regulation.
15.3. Each to the extent of their own responsibilities under the Agreement, the Parties agree to relieve each other from all disputes, actions or claims advanced against them by Data Subjects and/or any other parties and/or Authorities as a result of any failure to comply with the Privacy Regulations and this Article that are attributable to each of them
15.4. By signing the Membership Agreement, the ROKH Member appoints ROKH as data processor in accordance with Art. 28 GDPR, with general authorization to sub-appoint any third-party suppliers that may process personal data held by the Member for the execution of the Agreement (the "Sub-Processor") with which ROKH has signed contracts with which the same obligations regarding the protection of Personal Data contained in the Agreement are stipulated-
15.5. The references of each appointed Sub-Processor, the purposes and the processing operations entrusted are available to the ROKH Member at any time upon request.
15.6. If personal data is transferred outside the European Union, ROKH is obliged to comply with the provisions of Articles 44-50 GDPR. To this end, in view of the need for the transfer of Personal Data to be carried out in accordance with the standard contractual clauses set out in the Annex to the European Commission Decision No. 2010/87/EU of 5 February 2010, the Member hereby mandates ROKH with representation to sign the aforementioned contractual clauses and to fill in Appendices 1 and 2 contained in the outline of the clauses.
15.7. Without prejudice to the ROKH Member's liability for the use of his or her Personal Data, ROKH, in its role of data processor in accordance with Article 28 GDPR, declares to be aware of the obligations under this Agreement and under the Privacy Regulations, and undertakes to: a) process Personal Data only on the documented instructions of the Data Controller and exclusively for the purposes necessary for the execution of the Agreement; b) comply with the provisions of the Privacy Regulations, in particular the provisions on security measures pursuant to art. 28 GDPR. 32 GDPR, undertaking to adopt the technical and organizational, physical and logical measures to ensure a level of security appropriate to the risk, in order to minimize the risks of destruction or loss, even accidental, of Personal Data, unauthorized access or Processing that is not allowed or does not comply with the above mentioned purposes; c) comply with the provisions of the relevant Personal Data Control Authority; d) process Personal Data owned by the Rokh Member for the sole purpose of performing the services required by the Agreement and for the time provided for therein; e) provide its employees with appropriate instructions in relation to the processing of Personal Data; f) to observe and make their collaborators observe the confidentiality with respect to the Personal Data of which they will have knowledge in the execution of the Membership Agreement; g) not to disclose or communicate Personal Data to third parties, information or documentation acquired as a result of the contract itself; h) to supervise the work of their collaborators in relation to the processing activities; i) to collaborate actively and promptly with the Data Controller, in order to satisfy the obligation of the Data Controller to comply with the requests for the exercise of the rights of the Data Subject, in the terms and conditions provided for by the regulations; j) at the Data Controller's choice, delete or return all Personal Data after the provision of services relating to the Processing has ended and delete existing copies, without prejudice to the retention of data for the purposes permitted by Law; k) make available to the Data Controller all the information necessary to demonstrate compliance with the obligations provided for by the Privacy Regulation, as well as provide any useful element in relation to the data protection impact assessment, and for any prior consultation of the Authority; l) allow and contribute to the review activities, including inspections, carried out by the Data Controller; m) verify the activity of the Sub-Processors also through any inspections, conducted on its own initiative or at the request of the Member; n) immediately inform the Data Controller if, in its opinion, an instruction violates the Privacy Policy; o) inform the Member without delay of any violation of Personal Data, indicating the circumstances (nature of the violation, categories and approximate number of data subjects), its probable consequences, as well as the measures adopted or proposed to be adopted to remedy it and, if necessary, to mitigate any possible negative effects, undertaking to cooperate without undue delay with the Member in order to allow the latter to fulfil the obligations deriving from articles 33 and 34 of the GDPR for the Data Controller.
15.8. When the Agreement ceases to be effective, ROKH’s appointment as data processor pursuant to Article 28 GDPR will also cease. The data processed by ROKH will be returned, except for storage for the purposes of the Agreement or for legal requirements.
16. RIGHT OF WITHDRAWAL
16.1. ROKH reserves the right to withdraw from the Agreement at any time, at its discretion, by sending a written communication pursuant to Article 19 below, giving 30 days’ notice prior to the effective date of withdrawal. In that case, the Rokh Member will be entitled to reimbursement of an amount equal to the value of its unused Tokens at the moment of withdrawal, as calculated with reference to the nominal value of the Tokens specified in the Membership Plan concerned.
17. UNILATERAL CHANGES
17.1. ROKH reserves the right to amend these CoS at any time by sending a written communication in that regard to the Rokh Member, in the manner specified in Article 19, or by using alternative forms of communication available on the Rokh Platform.
17.2. Within a maximum of 15 (fifteen) days from the above communication, the Rokh Member will be entitled to withdraw from the Agreement by sending a written communication in the manner specified in Article 19. Should the Rokh Member not exercise this withdrawal right by the above deadline, the amendments made by ROKH will be understood to have been tacitly and definitively accepted.
17.3. Should the right of withdrawal specified in the above Point be exercised, the Rokh Member will be entitled to reimbursement of an amount equal to the value of its unused Tokens at the moment of withdrawal, as calculated with reference to the nominal value of the Tokens specified in the Membership Plan concerned
18. EFFECTS OF TERMINATION
18.1. Should the Agreement be terminated for whatsoever reason, any residual Tokens will be cancelled and the Access Credentials will be deactivated, without prejudice to the ability of the Rokh Member to access the Rokh Platform, using a temporary account, in order to download the documents contained in the folders associated with its profile. Should that download not be completed within six months of termination of the Agreement, ROKH will be authorised to delete definitively all the data, information and documents relating to the terminated Rokh Member.
18.2. In all cases of termination of the Agreement for whatsoever reason, the following clauses will remain valid and effective between the Parties: 3.4, 3.5, 4.2, 4.3, 4.4, 4.5, 4.7, 5.3, 5.4, 6.5, 6.6, 6.7, 7.1, 7.2, from 11 to 14 (inclusive), 15.3, as well as from 18 to 21 (inclusive).
19. COMMUNICATIONS
19.1. The reciprocal communications envisaged or required by the Agreement, as well as all those between the Parties in relation to the Agreement, will be made in writing and addressed to the Rokh Member at the addresses indicated in the profile completed by the Rokh Member on the Rokh Platform; with regard to ROKH:
ROKH S.R.L.
Address: Viale Monte Nero, 82
e-mail members@rokh.it
PEC: rokh.srl@legalmail.it
20. APPLICABLE LAW – JURISDICTION
20.1. The Agreement is governed by the Laws of the Republic of Italy.
20.2. Any and all disputes that arise in relation to these CoS, including with regard to their interpretation and execution, will be referred to the sole and incontestable jurisdiction of the Milan Court.
21. FINAL CLAUSES
21.1. Should any of the clauses contained in these CoS be ruled void, cancellable, invalid or, in any case, ineffective by a competent Authority, such void, cancellable, invalid or ineffective state will not have any effect on their other clauses. Additionally, should any of the provisions contained in these CoS be declared void, cancelled or invalid or, in any case, be rendered or deemed ineffective, the Parties will replace them with valid and effective provisions that reflect, to the maximum extent possible, in compliance with the Law, the original intentions of the Parties.
21.2. Failure to exercise the rights attributed to one of the Parties under the Agreement, or their partial or late exercise, will not represent a waiver of those rights.
21.3. The Rokh Member cannot assign the Agreement without prior consent from ROKH.
21.4. All amendments to the terms and conditions of the Agreement must be accepted in writing by both Parties.