General conditions

General Terms and Conditions

These general conditions (“General Conditions” or “Agreement“) govern the terms and conditions of use under which BT Consulting S.r.l., with registered office at Via Viani 15, Leffe (BG), Tax Code and registration number in the Bergamo Business Register No. 04503440168, VAT number 04503440168 (the “Supplier” or “BT Consulting“), will provide the person, whether natural or legal, or the entity, whether public or private, or the association, identified as the customer (the “Customer“):

(i) the right to use, through authenticated access to the cloud infrastructure made available by the Supplier, the Internet application called “BEEDUTY,” which the Customer may access via the URL www.beeduty.com or through dedicated software (the “Application“), hosted on the Supplier’s technical infrastructure (entirely located within the European territory);

(ii) the management and reporting functionalities suitable for professional use or for a small business, as better described on the website www.beeduty.com (hereinafter referred to as the “Related Services” and, together with the Application, the “BEEDUTY“).

This Agreement consists of these General Conditions and the other documents listed below, all of which form, for all legal purposes, an integral and substantial part of it:

1. General Conditions
2. Price List (available at www.beeduty.com/prices/)

1. CONTRACT FORMATION AND COMPLETION

1.1 The Agreement between the Supplier and the Buyer is considered concluded and completed when the Customer receives, from the Supplier, the registration confirmation communicated via email to the email address provided by the Customer during the registration process (and as further specified in Article 4 of the Agreement).

1.2 The Customer acknowledges and accepts that they cannot make any claims for compensation, indemnification, or damages of any kind against BT Consulting due to any damage or harm caused by BEEDUTY. It is understood that the Customer’s access to the Application or use of the Related Services confirms acceptance of all terms and conditions set forth in this Agreement.

2. FEES

2.1 The Customer is required to pay the Supplier the fees for the use of BEEDUTY and the Related Services as indicated in the price list prepared by the Supplier (which the Customer hereby declares to be aware of and hereinafter referred to as the “Price List”). The Supplier reserves the right to make changes to the Price List, with the new price list taking effect only after the expiration of the paid services subscribed by the Customer.

3. PAYMENTS

3.1 The Customer acknowledges and accepts that payment can only be made using one of the methods indicated in the Application.

3.2 In the event of non-payment or late payment of any amount due under the Agreement, the Supplier shall have the right to immediately suspend, without further notice, all services provided under this Agreement until receipt of the due amount, reserving the right to recover the outstanding sums.

4. REGISTRATION AND ACTIVATION

4.1 The Customer may choose to register for BEEDUTY through (i) authentication systems within the Application or (ii) by accessing the Application from their tablet or smartphone, entering their credentials consisting of a VAT number, a username, and a password (the “Access Keys”).

4.2 The Customer will receive a confirmation email at the email address used for registration.

4.3 Upon the first login, the Customer must complete the registration process by entering their business name, address, and tax profile.

4.4 The Customer undertakes to store, safeguard, use, and keep the Access Keys secret with the utmost care and diligence to prevent unauthorized third-party use. The Customer is prohibited from transferring the Access Keys to third parties or allowing access through external authentication systems provided by the Application.

4.5 In this regard, the Customer acknowledges and accepts that:

1. If third parties gain knowledge of the Access Keys (or access through external authentication systems), they may improperly use the Application and the Related Services.
2. The Supplier shall not be liable for any damage suffered by the Customer and/or third parties due to the knowledge or use of the Access Keys (or access through external authentication systems) by third parties, including in cases of non-compliance with the obligations stated above.
3. Any activity carried out using the Customer’s Access Keys (or access through external authentication systems) shall be considered performed by the Customer to whom the respective Access Keys are assigned, and the Customer will be held responsible for such use.

4.6 The Customer agrees to indemnify and hold the Supplier harmless from any claims that may be brought against it for any violations of this Article 4.

5. USE OF THE APPLICATION

5.1 The Customer may use the Application and the Related Services by subscribing to one of the plans offered by the Supplier, as detailed on the website www.beeduty.com/prices/. Subscription requires the Customer’s acceptance of the General Terms and Conditions of the Agreement.

5.2 The Customer will have access to a 14-day trial period during which they may use all BEEDUTY features free of charge. The list of features, services, characteristics, and trial period duration is specified in the Price List..

5.3 At the end of the trial period, the Customer may choose to continue using the services offered by the Supplier by subscribing to a plan under Article 5.1.

5.4 The Customer may only use BEEDUTY as expressly permitted by this Agreement and in compliance with applicable laws. In doing so, the Customer must adhere to all technical limitations of the Application and the Related Services and the prescribed usage guidelines. By way of example and not limitation, the Customer may not:

1. Reverse engineer, decompile, or disassemble the Application unless expressly permitted by law or authorized by the Supplier.
2. Publish the Application to allow duplication by others.
3. Use BEEDUTY in violation of laws or the provisions of the General Terms and Conditions.

5.5 The Customer acknowledges that to use BEEDUTY, they must procure the necessary electronic devices, software, telephone, and/or network services and that BEEDUTY does not include the provision of internet access tools by the Supplier. The Customer further agrees to hold the Supplier harmless from any claims related to hardware, network, or software inadequacies affecting BEEDUTY’s proper use. The Customer acknowledges that the internet is not controlled by the Supplier and that, due to its nature, no public or private entity, including the Supplier, can guarantee or monitor the performance and functionality of network segments or control transmitted information content. Consequently, the Supplier shall not be held responsible for the transmission or reception of any illegal information.

6. MALFUNCTIONS OR FAILURES

6.1 In the event of reported malfunctions or failures, the Customer agrees to provide all requested specifications and information to the Supplier.

6.2 If the reported issue concerns the cloud infrastructure, the Supplier will promptly request intervention from the cloud infrastructure and services provider (the “Cloud Service Provider”). However, the Customer may not claim any compensation from the Supplier for service disruptions caused by the Cloud Service Provider.

7. EXECUTION OF BEEDUTY

7.1 The Customer acknowledges and accepts that BEEDUTY is provided “as is” and is based on evolving technology. Therefore, BEEDUTY’s technical specifications and service conditions may be modified due to technological advancements and supply or organizational needs.

7.2 The Customer hereby authorizes the Supplier to provide the Application and Related Services, in whole or in part, through a Cloud Service Provider or another designated entity.

8. CUSTOMER IDENTIFICATION

8.1 The Customer must promptly provide the Supplier with accurate, up-to-date, and truthful personal data. The Customer also agrees to immediately report any changes to their personal data that are necessary for the correct issuance of sales documents related to service purchases. If incorrect data is provided, the Customer must notify the Supplier within 30 days from the issuance of the document.

8.2 The Customer acknowledges and accepts that if they provide false, outdated, or incomplete data, the Supplier reserves the right to suspend access to BEEDUTY and/or terminate the Agreement under Article 1456 of the Italian Civil Code, retaining any amounts paid by the Customer and reserving the right to claim further damages. In any case, all data provided by the Customer will be subject to confidentiality obligations under this Agreement.

9. DATA BACKUP AND RETURN

9.1 The Customer may request a backup of their processed data via email throughout the duration of this Agreement. After this period, data may still be recoverable within the timeframe specified in the primary Data Processing Agreement under Article 12. The Customer acknowledges that upon Agreement termination, data, information, and content stored within the virtual infrastructure will no longer be recoverable. The Customer agrees to obtain a copy of such data, information, and content before the Agreement’s termination by requesting an export via email (e.g., Excel or PDF format). In any case, upon contract termination, the Customer releases the Supplier from any liability for the total or partial loss or damage of stored data, information, or content.

10. LIMITATIONS ON BEEDUTY USAGE

10.1 By activating BEEDUTY, the Customer is solely and fully responsible for its use. The Customer acknowledges that they are solely responsible for the content stored, transmitted, and processed on BEEDUTY’s servers and agrees to use BEEDUTY only for lawful purposes, in compliance with applicable laws, ethical standards, and public order, without infringing on the rights of third parties.

10.2 The Supplier is not required to verify the data and content stored within the virtual infrastructure unless necessary to comply with legal provisions, requests from judicial or regulatory authorities, or specific technical support requests from the Customer. The Supplier shall not be held responsible for the nature or characteristics of such data, any errors or omissions, or any direct or indirect damages suffered by the Customer or third parties due to the use of such data.

10.3 The Customer agrees to indemnify and hold the Supplier harmless from any costs, charges, expenses, or damages resulting from third-party actions, including those from public authorities, due to violations of this Article.

11. SUSPENSION AND/OR INTERRUPTION CASES

11.1 The Supplier, also through the Cloud Service Provider, will make every reasonable effort to ensure the highest availability of the BEEDUTY service. The Customer acknowledges and accepts that the Supplier may suspend and/or interrupt BEEDUTY to perform necessary or appropriate ordinary or extraordinary maintenance interventions, either at the premises hosting the infrastructure or on the servers and/or equipment contained therein. In such cases, the Supplier undertakes to restore, or have the Cloud Service Provider restore, BEEDUTY or the virtual infrastructure, as applicable, as soon as possible to minimize inconvenience to the Customer.

11.2 The Supplier may also suspend and/or interrupt the provision of the Application and Related Services:

1. In case of improper use or violations of this Agreement;
2. In case of failures and/or malfunctions of the network and BEEDUTY supply equipment due to unforeseen circumstances or force majeure, or when such failures pose a risk to the network, people, and/or property, as well as in the case of unplanned and/or unforeseeable modifications and/or maintenance that are technically essential;
3. For justified security and/or confidentiality reasons;
4. In case of incorrect or non-compliant use of BEEDUTY by the Customer, or if the Customer fails to fulfill legal obligations regarding the use of IT services and the internet;
5. In case of BEEDUTY issues that cannot be resolved without suspending or interrupting BEEDUTY, in any case informing the Customer about the intervention timeframes and problem resolution.

11.3 The Customer must notify the Supplier of any irregularities or malfunctions in BEEDUTY within 24 (twenty-four) hours. Any damages resulting from the Customer’s failure to provide timely notification shall not be attributable to the Supplier.

12. SERVICE LEVEL AGREEMENT (“SLA”)

12.1 The Supplier and the Customer mutually acknowledge that access to the Web Application and the use of Related Services will be provided by the Supplier with a guaranteed service availability level of 99% of the time, 24 hours a day, 7 days a week, throughout the year (Service Level Agreement, SLA).

13. WARRANTIES AND LIABILITY

13.1 The Supplier’s obligations and liabilities towards the Customer are those defined in the previous article. In any case of breach or non-performance attributable to the Supplier, liability shall be limited to the SLA provisions, expressly excluding any other indemnity or compensation for direct or indirect damages of any nature. The Customer acknowledges and accepts that in all cases where the SLA does not apply, BT Consulting’s liability will be limited to the amount spent by the Customer in the last 12 months.

13.2 The Customer acknowledges and accepts that the Supplier makes no express or implied warranties that BEEDUTY will meet the Customer’s needs or be free of errors. The Customer acknowledges that the Supplier shall not be liable for any damages suffered by the Customer or third parties due to delays, failures, malfunctions, and/or interruptions in the provision of BEEDUTY. In any case, to the maximum extent permitted by law, the Supplier’s liability shall never exceed the amount spent by the Customer in the last 12 months.

13.3 The Customer further acknowledges that the Supplier shall not be liable for any damages suffered by the Customer or third parties resulting from the use of BEEDUTY or the calculations generated by the Application or Related Services. The Customer remains responsible for verifying the accuracy of the calculations obtained using the Application or Related Services.

13.4 Without prejudice to the generality of this Article 13, the Customer acknowledges and accepts that under no circumstances shall the Supplier be liable for network failures and/or malfunctions, nor for compensation for lost profits.

14. INTELLECTUAL PROPERTY

14.1 The Customer must use BEEDUTY in compliance with the Supplier’s and third parties’ intellectual and/or industrial property rights. The Customer accepts and acknowledges that ownership of the Application, including source codes and any adaptations, developments, and improvements made by the Supplier, related documentation, and all economic rights of use, remain with the Supplier. Any material subject to third-party intellectual and/or industrial property rights made available to the Customer through BEEDUTY must be used in compliance with such rights. The Customer assumes all responsibility in this regard and agrees to indemnify and hold the Supplier harmless from any consequences.

14.2 If the Customer violates the Supplier’s or third parties’ intellectual or industrial property rights, the Supplier reserves the right to terminate the Agreement under Article 1456 of the Italian Civil Code.

14.3 Ownership of all rights related to trademarks, logos, names, and other distinctive signs associated with BEEDUTY belongs to the Supplier and/or the Cloud Service Provider. The Customer may not use them without prior written authorization from the Supplier and/or the Cloud Service Provider.

15. LOG REGISTER

15.1 With reference to the provision of the Application and Related Services, the Customer expressly acknowledges and accepts the existence of an Activity Log Register (LOG – data related to telematic traffic), compiled and stored by the Supplier or the Cloud Service Provider under legal provisions. This register constitutes full and incontrovertible evidence of facts and actions performed by the Customer before the Supplier and/or third parties. It is strictly confidential and may only be disclosed upon request from authorities explicitly authorized by law. The Supplier adopts all necessary technical and organizational measures to ensure the confidentiality of connection logs.

16. DURATION

16.1 The Agreement is valid from the activation date of BEEDUTY for the duration of the selected subscription, as indicated in the Price List. Upon expiration, the subscription will be automatically renewed for an equal period unless the Customer provides cancellation notice at least 30 days before the subscription expiration.

17. TERMINATION

17.1 17.1 A Customer classified as a “consumer” under Article 3 of Legislative Decree 206/2005 (Consumer Code), meaning a person acting for purposes unrelated to business or professional activities, may withdraw from this Agreement within 10 (ten) days without penalty by sending written notice via registered mail to BT Consulting Srl, Via Viani 15, 24126, Leffe (BG), or via certified email (PEC) to btconsulting.srl@pec.it.

17.2 BT Consulting reserves the right to terminate the Agreement at any time without justification by providing written notice to the Customer at least 30 (thirty) days in advance, except in cases of force majeure, in which BT Consulting reserves the right to terminate the Agreement with immediate effect. Upon expiration of the above notice period, the Agreement shall be deemed terminated, and BT Consulting may deactivate the Service without further notice, refunding any amount already paid by the Customer. In any case, any liability of BT Consulting for exercising the right of withdrawal, or for the Customer’s inability to use the Service, is expressly excluded, along with any claim for refunds, compensation, or indemnities.

17.3 The Customer acknowledges that after contract termination, the provisions of Article 9 shall apply.

18. TERMINATION

18.1 The Customer’s failure to comply with the obligations set forth in Articles 8, 13, and 14 of this Agreement, unless caused by force majeure or unforeseeable circumstances, will result in the automatic termination of the contract pursuant to Article 1456 of the Italian Civil Code, without prejudice to the Supplier’s right to claim compensation for any damages suffered.

18.2 The Customer may terminate the contract at any time without any penalty and without the right to obtain refunds, indemnities, or compensation by deleting the user and data through the methods provided by the application.

19. UNILATERAL AMENDMENTS AND ENTIRE AGREEMENT

19.1 The Customer acknowledges and accepts that the Application and the Connected Services are based on continuously evolving technology. For this reason, BT Consulting reserves the right to improve the technical and economic characteristics of the Application and the Connected Services, as well as the related tools, and to modify the terms of the Agreement and the SLA at any time, even after its signing, without creating any obligations for the Customer.

19.2 If the Supplier modifies any part of the contractual terms, such modifications will be communicated to the Customer via email or upon accessing the Application. These changes will take effect ten (10) days after the date of notification. Within the same period, the Customer may exercise the right to withdraw from the contract by sending written notice in accordance with the methods and timeframes outlined in Article 17. If the Customer does not exercise the right of withdrawal within the specified terms and methods, the changes will be considered definitively known and accepted.

19.3 BT Consulting may change the technical features, systems, and resources due to the normal technological evolution of hardware and software components while ensuring the Customer retains the same basic functionalities.

20. CUSTOMER REPRESENTATIONS

20.1 The Customer declares that they have all the rights and authority necessary to enter into and fully and effectively execute the Agreement.

21. CONFIDENTIALITY OF INFORMATION

21.1 The Customer undertakes not to disclose or make confidential information known or handled in connection with the execution and/or application of this Agreement available to third parties without the Supplier’s specific written consent.

22. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

22.1 This Agreement is governed by Italian law.

22.2 If the Parties choose to submit disputes to an ordinary court, the competent court will be the one in the place of residence or domicile of the Consumer, in accordance with Article 33, paragraph 2, letter u) of Legislative Decree 206/2005. If the Customer does not qualify as a “Consumer,” the exclusive jurisdiction for any dispute related to this Agreement, its interpretation, or execution will be the Court of Bergamo.

23. ONLINE DISPUTE RESOLUTION FOR CONSUMERS

23.1 European consumers should be aware that the European Commission has established an online platform providing an alternative dispute resolution tool. This platform can be used by European consumers to resolve disputes related to or arising from online sales contracts for goods and services out of court. Accordingly, if you are a European consumer, you can use this platform to resolve any dispute arising from the online contract entered into with the Data Controller. The platform is available at the following link: http://ec.europa.eu/consumers/odr/. The Data Controller is available to answer any inquiries sent via email to the address published in this document.

24. FINAL PROVISIONS

24.1 This Agreement cancels and replaces any prior understanding that may have been reached between the Supplier and the Customer regarding the same user (with the same email) and relating to the Service. It constitutes the final and complete expression of the agreements between the Parties on this subject.

24.2 Under no circumstances shall any non-compliance and/or conduct by the Customer that deviates from the Agreement be considered as waivers or tacit acceptance, even if not contested by the Supplier. The Supplier’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such rights or provisions.

24.3 Unless expressly stated otherwise in the Agreement, all communications to the Customer may be made by the Supplier via email (certified or non-certified), registered mail with acknowledgment of receipt, ordinary mail, or personal delivery to the contact details provided by the Customer at registration or later through the User panel in the Application. As a result, such communications will be deemed known by the Customer. Changes to the Customer’s contact details, including the email address provided at the time of order, that are not communicated to the Supplier under the contractual provisions shall not be enforceable against the Supplier.

24.4 Except as specifically provided in the Agreement, all communications the Customer wishes to send to the Supplier regarding the Agreement, including support requests, must be sent via the Support area within the Application. From the Support area, the Customer can submit a service ticket to request technical assistance, which is guaranteed under subscription plans.

24.5 The total or partial invalidity or unenforceability of any clause of the Agreement shall not affect the validity and enforceability of the remaining provisions, which shall remain fully valid and effective.

24.6 For any matters not expressly covered in the Agreement, the Parties expressly refer, as far as possible, to the applicable legal provisions.

24.7 Any complaints regarding the provision of the Service, including failure to comply with the SLA, must be addressed to BT Consulting through the Support area within the Application. The Supplier will review the complaint and provide a written response within ten (10) days of receipt. If the complaint concerns particularly complex matters that do not allow for a comprehensive response within the above timeframe, the Supplier will inform the Customer of the status of the case within the same period. The Customer agrees not to assign the contract to third parties without prior written authorization from the Supplier.

25. PROCESSING OF PERSONAL DATA

25.1 Regarding the Supplier’s processing of third-party personal data for which the Customer is the data controller and which are entered or otherwise processed during the execution of the Agreement (“Third-Party Personal Data”), the Customer ensures compliance with the General Data Protection Regulation No. 679/2016 (“GDPR”).

25.2 As the data controller, the Customer agrees to fulfill all obligations concerning personal data protection, including but not limited to providing proper privacy notices under Articles 13 and 14 of the GDPR. As the data controller, the Customer indemnifies and holds the Supplier harmless from any damage, claims, compensation, and/or sanctions arising from non-compliance with these obligations.

25.3 By accepting these General Conditions, the Customer appoints the Supplier as the data processor (Processor) for processing personal data related to the performance of the services under the Agreement (Processing)

25.4 The Processor is authorized to perform only those processing activities necessary for providing the services under the Agreement, following the data controller’s instructions outlined in these General Conditions.

25.5 Taking into account the state of the art, implementation costs, and the nature, scope, context, and purposes of the processing, as well as the risks in terms of probability and severity for the rights and freedoms of natural persons, the Data Processor undertakes to adopt and maintain appropriate security measures, both technical and organizational, in accordance with Article 32(1) of the GDPR, to ensure a level of security appropriate to the risks arising from the processing. Without prejudice to the foregoing, the Provider undertakes not to disclose or make personal data known to third parties and to ensure its utmost confidentiality.

25.6 By accepting these General Terms and Conditions, the Client authorizes the Provider to make use of sub-processors already appointed at the date of contract signing, as well as authorizes BT Consulting to appoint any additional sub-processors as needed for the service provided, pursuant to Article 28(2) of the GDPR. The Provider will inform the Data Controller of any planned changes regarding the addition or replacement of sub-processors, thereby giving the Controller the opportunity to object to such changes. The Provider ensures that the appointed sub-processors will be obliged to guarantee and comply with the provisions set forth in this Contract regarding data processing.

25.7  The Provider will inform the Client as soon as possible if it receives requests from data subjects whose personal data is controlled by the Client, providing any necessary support required by applicable data protection regulations.

25.8 The Data Processor undertakes to promptly inform the Data Controller of any destruction, loss, alteration, unauthorized disclosure, or access to personal data, even if only suspected, of which it becomes aware, even if such breaches involve a sub-processor.

25.9 The Provider will assist the Client in conducting any required data protection impact assessments, where mandated by law, and in any necessary prior consultations with the Supervisory Authority or other competent authorities, in accordance with Articles 35 and 36 of the GDPR.

25.10The Data Processor declares that it will not transfer data outside the European Economic Area (EEA) unless it has been previously and expressly authorized by the Data Controller. In such cases, the Data Processor will process personal data only based on the documented instructions of the Data Controller, in full compliance with the GDPR, and in particular with Articles 44, 45, 46, and 49.

25.11 Without prejudice to Articles 82, 83, and 84 of the GDPR, if the Data Processor, through its own conduct, violates the limitations set forth in this Contract, thereby independently determining the purposes and means of processing, it will be considered an independent data controller.

25.12 Any personal data of the Client will be processed by the Provider as the data controller according to the methods and purposes indicated in the specific privacy notice, available at the following link: https://www.beeduty.com/privacy/.

25.13 The appointment of the Provider as the Data Processor has the same duration as the Contract and will therefore cease to be effective in the event of termination of the Contract, for any reason.