If you have a separate written agreement with Dillo that contains variations to this Terms of Business document, the variations on the customized agreement/offer shall prevail.
Unless you work for an organisation that has a separate written agreement with us to use Dillo, these are the Terms of Business that apply to your use of our services.
Our services are generally intended for business or professional use.
PLEASE READ THESE CONDITIONS CAREFULLY. ONCE ACCEPTED, THESE CONDITIONS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND DILLO. IF YOU DO NOT AGREE TO BE BOUND BY THESE CONDITIONS, YOU SHOULD NOT CREATE AN ACCOUNT OR USE THE SERVICES (AS DEFINED BELOW).
If you have any questions, you can contact Customer Support at [email protected].
In these Terms of Service (referred to as these "Terms", "Terms of Service" or "Terms"), the terms "you", "your" or "Customer" refer to you. If you are creating an account to use the Services on behalf of an organisation, you agree to these Terms on behalf of that organisation and you promise to have the authority to bind that organisation to these Terms (and, in such case, the terms "you", "your" or "customer" refer to that organisation). The exception to this is where such organisation has a separate written agreement with us covering use of the Services, in which case the agreement will govern such use.
The terms "we", "us", "our" or "Dillo" refer to CP Software Nord Est srl., with registered office in via Monzermone, 1 42100 Reggio Emilia (RE) - ITALY - P.Iva/C.F. 01773640352. Dillo or the Customer may also be referred to individually as a "party" and jointly as "parties" in these Terms. To be eligible to create an account to use the Services, you must review and accept these Terms.
When we refer to "Services" in these Terms, we mean all products and services provided by us or our Partners, which may be:
(a) used by you, including, without limitation, basic or free trial products and services
(b) ordered by you as part of an Order Form (as defined below).
The Services may include both platform products and services, including access to any application programming interface ("Dillo API"), the Dillo Console and Documentation, and communication services used in connection with the Dillo API.
1. Changes to these Conditions
These Terms and Conditions may be subject to change. We will provide you with at least thirty (30) days written notice of any material updates to these Terms of Business arising from changes in laws, regulations or requirements of telecommunications providers. The current version of these Terms of Business will be available at https://www.dillo.cloud/it/condizioni-di-servizio/.
Notices for material updates to these Terms will be provided in accordance with Section 1 (Notices). Unless otherwise specified by us, updates shall be effective and binding from the date indicated at the beginning of these Terms. The updated version of these Terms shall supersede all previous versions.
Following such notice, your continued use of the Services from the date on which the updated version of these Terms is effective and binding shall constitute your acceptance of such updated Terms. If you do not accept the updated version of these Terms, you must immediately stop using the Services.
2. Account Creation and Information
To use the Dillo Platform Services, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address, create a password, and verify that you are a human being by providing a phone number to which we will send you a verification code to access a form. When you create an account, you must provide true, accurate, current and complete information about yourself. You must keep this information true, accurate, current and complete even after you have created each account. Violation of these Terms of Business entitles Dillo to suspend your account and services.
Dillo may request, at its own discretion, any documents necessary to verify your identity and that of your customers. Failure to provide the requested documents within fifteen (15) days from the date of the request will result in a breach of these Terms and Conditions and suspension of your account.
3. Provision of Services
3.1 Our Responsibilities:
1 - We will make the Services available in accordance with these Terms of Business, our documentation, including any user guides contained in such documentation ("Documentation") and any applicable ordering document between the parties that mutually specifies mutually agreed rates for certain Services and other Business Terms, including any applicable minimum spend commitments ("Order Form");
2 - comply with our Service Level Agreement for the Services ("SLA") and our Security Overview for the Services, each of which may be updated from time to time;
3 - make commercially reasonable efforts to use industry standard measures to scan, detect and eliminate malicious code, files, scripts, agents or programs, including, for example, viruses, worms, logic bombs and trojans
5 - if applicable, use trained and qualified personnel to provide the Services;
6 - make commercially reasonable efforts to provide you with technical support.
3.2 Beta Modules.
From time to time, we may make available to you Services identified as alpha, beta, not generally available, limited release, developer preview or any similar Service we offer (collectively, "Beta Modules"). You may choose to use a Beta Offering at your sole discretion. We may discontinue a Beta Offering at any time, in our sole discretion, or decide not to make a Beta Module available in the future.
3.3 Suspension of Services.
We may suspend the Services immediately upon notice to you for cause if we, in good faith, determine:
(a) that you or an End User (as defined below) materially violates (or we, in good faith, believe that you or an End User has materially violated) any provision of these Terms of Business or our Usage Policy, including our Service.
(b) there is an unusual and material spike or increase in your use of the Services and that such traffic or use is fraudulent or materially and adversely affects the operational capability of the Services;
(c) that our provision of the Services is prohibited by applicable law or regulation;
(d) there is any use of the Services by you or an End User that, in our judgment, threatens the security, integrity or availability of the Services; or
(e) the information in your account is false, inaccurate or incomplete, or documentation for verification of identity has not been provided within fifteen (15) days from the date of the request. You remain liable for Fees (as defined below).
If we suspend the Services pursuant to this Section 3.3 or Section 6.3 (Fees and Payment Terms), we shall have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences you may suffer in connection with such suspension.
3.4 Changes to the Services.
The features and functions of the Services, including the Dillo API and our SLA, may change over time; provided, however, that we will not materially reduce the overall functionality of the Services. It is your responsibility to ensure that each Customer Application (as defined below) is compatible with the current Services. While we try to avoid making changes to the Services that are not backward compatible, if such changes become necessary, we will endeavour to notify you at least sixty (60) days prior to implementation. In the event that we make a change that is not backward compatible to a Dillo API and such change materially and adversely affects your use of the Services ("API Adverse Change")
(a) you will notify us of the API Adverse Change
(b) we may agree to work with you, in our sole discretion, to resolve or otherwise address the Adverse API Change, except where, in our sole discretion, we have determined that an Adverse API Change is necessary for security reasons, by telecommunications providers, or to comply with applicable laws or regulations.
4. Your responsibilities
You will: (a) shall be solely responsible for all use of the Services and Documentation under your account, including the quality and integrity of any data and other information made available to us by or for you through your use of the Services under these Terms ("Customer Data") and any software application or service that you make available to End Users that interfaces with the Services (each, a "Customer Application"); (b) not to transfer, resell, rent, license or otherwise make the Services available to third parties (except to make the Services available to End Users in connection with the use of each Customer Application as permitted by these Terms) or offer them on a stand-alone basis (c) to use the Services only in accordance with these Terms, our Usage Policy, including our terms hereof, the applicable Documentation, any applicable Order Form and any applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of anyone accessing or otherwise using any Customer Application ("End User"), including End Users' compliance with these Terms, our Usage Policy, our Documentation, any applicable Order Forms, and applicable law or regulation (e) use commercially reasonable efforts to prevent unauthorised access to or use of the Services and promptly notify us of such unauthorised access or use; (f) provide reasonable cooperation with respect to requests for information from law enforcement, regulatory authorities or telecommunications providers; and (g) comply with the representations and warranties provided in Section 8 (Representations, Warranties and Disclaimers).
We will not be liable for any loss or damage arising from the unauthorised use of your account.
If you are the party that agreed to these Terms and you reassign your account to a third party reseller for administrative purposes, such reassignment of your account does not release your obligations under these Terms. Your use of the Services will continue to be subject to these Terms.
5. Fees and Payment Terms
You agree to pay fees in accordance with the then applicable fees unless otherwise set forth in the applicable Order Forms.
In addition, we will charge you and you will pay, in accordance with Section 5.3 (Fees and Payment Terms), any additional fees, fines or penalties that we incur from a governmental or regulatory agency or telecommunications provider as a result of your improper use of the Services.
5.2 Fees and Communication Surcharges
5.2.1 Fees. All Fees are exclusive of any taxes, duties or other similar charges imposed by any legal, governmental or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications or withholding taxes (collectively, "Taxes"). You will pay all taxes associated with these Terms of Business, excluding taxes based on our net income, property or employees. If you are required by applicable law to withhold any Taxes from payments due to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by us. You will provide the relevant authority with proof of payment of any Tax withheld. Taxes will be shown as a separate item on an invoice.
5.2.2 Communications Surcharges.
All fees are exclusive of any applicable communications service or telecommunications provider (e.g., telephone carrier) or surcharges (collectively, "Surcharge" or "Surcharge"). You will pay all Communications Surcharges associated with your use of the Services. Communications Surcharges will be displayed as a separate item on an invoice. Surcharges can be found in the Rates&Price section in the case of:
- Use of the Dillo Voice Outbound service with a successful call rate (ASR) of less than 25% on a monthly basis.
5.2.3 Exemption. If you are exempt from paying certain fees or surcharges for communications, you must provide the necessary exemption information as requested by us or a valid exemption certificate issued by the relevant authority by email to [email protected]. You will be exempt in the future once we have approved your request for exemption. If the relevant authority determines, at any time, that you are not exempt from payment of any Taxes or Communications Fees, you shall promptly pay such Taxes or Communications Fees, in addition to any applicable interest or penalties.
5.3 Payment Terms.
Payment obligations are non-cancellable and commissions, fees and communication surcharges (collectively, "Fees") once paid are non-refundable. Except as otherwise provided in the applicable Order Forms and subject to Section 6.4 (Payment Disputes), you shall pay the Fees due under these Terms in accordance with the following applicable payment method:
5.3.1 Credit Card Payment Terms. If you choose to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for Fees due, we reserve the right to suspend the Services on all your accounts until the Fees due are paid in full. All credit card details entered into the system are stored and processed by Stripe (https://stripe.com/it/privacy).
5.4 Payment Disputes.
You shall notify us in writing within sixty (60) days of the date we charge you of the Fees you wish to dispute. You may retain the disputed Fees until the dispute is resolved. In the event of a dispute, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. We will not charge you a late penalty or suspend the provision of the Services for unpaid Fees that are in dispute unless you diligently cooperate with us or if it is determined that your dispute is unreasonable or not brought in good faith.
6. Ownership, client data and confidentiality
As between the parties, we exclusively own and reserve all right, title and interest in and to the Services, the Documentation, our Confidential Information (as defined below) and any data derived from the use of the Services that does not directly or indirectly identify you, the End Users or any natural person and includes (a) data such as volumes, frequencies bounce rates and Service performance data and (b) subject to any restrictions under applicable law, data that has been anonymized, de-identified and/or aggregated in such a way that it no longer directly or indirectly identifies you, End Users or any natural person and any feedback or suggestions provided by you or an End User regarding the Services. You exclusively own and retain all right, title and interest in and to each Client Application, your Confidential Information and the Client Data, subject to our rights to process the Client Data in accordance with these Terms and Conditions.
6.3.1 Definition. "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked or otherwise designated as confidential or proprietary or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, order forms, customer data, security reports and statements, audit reports, customer lists, prices, concepts, processes, plans, designs and other strategies, "know-how", financial and other information and/or techniques and materials of the Disclosing Party and its Partners. Confidential Information shall not include any information that: (a) is publicly available without breach of these Contract Terms or the Receiving Party's fault; (b) was duly known to the Receiving Party, and to its knowledge, without restriction, prior to disclosure by the Disclosing Party; (c) was properly disclosed to the Receiving Party, and to its knowledge, without restriction, by another person without violation of the Disclosing Party's rights; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.3.2 Use and Disclosure. Unless otherwise authorised in writing by the disclosing Party, the receiving Party shall not
(a) use the Disclosing Party's Confidential Information for any purpose other than the exercise of the Receiving Party's rights or the performance of its obligations under these Conditions of Contract;
(b) disclose or make Disclosing Party's Confidential Information available to any party except its, its Partners' and their respective employees, legal counsel, accountants, contractors and, in our case, subcontractors (collectively, "Representatives") who have a "need to know" if necessary for the Receiving Party to exercise its rights or perform its obligations under these Terms and Conditions. The Receiving Party shall be responsible for its Representatives' compliance with this Section 7.3. The Representatives shall be legally bound to protect the Confidential Information of the Disclosing Party under Conditions of Confidentiality.
6.3.3 Forced Disclosures. The Receiving Party may disclose the Disclosing Party's Confidential Information if so required under a regulation, statute, subpoena or court order (collectively, "Compelled Disclosures"), provided that the Receiving Party notifies the Disclosing Party of a Compelled Disclosure (to the extent permitted by law). The Receiving Party shall provide reasonable cooperation to the Disclosing Party in connection with a Compulsory Disclosure at the expense of the Disclosing Party.
6.3.4 Injunctive Relief. The parties expressly acknowledge and agree that there can be no adequate remedy at law for an actual or threatened breach of this Section 7.3 and that, in the event of an actual or threatened breach of the provisions of this Section 7.3, the non-breaching party shall be entitled to seek an immediate injunction and other equitable relief, and to waive any other rights or remedies available to it.
7. Declarations, warranties and disclaimers
7.1 Customer Data. You represent and warrant that you have provided and will continue to provide appropriate notices and have obtained and will continue to obtain the necessary authorisations and consents to provide us with Customer Data for use and disclosure pursuant to Section 7.2 (Customer Data) .
7.2 Services. We represent and warrant that the Services are materially performed in accordance with the applicable Documentation. In the event of any failure by us to comply with this Section 7.2, we will, at our option, either (a) remedy any material non-compliance or (b) refund to you the Fees actually paid for the period of time during which the affected Services do not comply with this Section 7.2.
7.3 Anti-Corruption Laws and International Trade.
(a) warrants that it will conduct its business in compliance with all applicable anti-bribery, anti-money laundering, economic and trade sanctions, export controls and other governmental laws, regulations and orders relating to international trade (collectively, "Anti-Bribery and Trade Laws") in jurisdictions that apply directly or indirectly to the Services
(b) you represent that you have not made, offered, promised to make or authorised any payment or other value in violation of the Anti-Bribery and Trade Laws. You will promptly notify us in writing of any actual or potential violations of anti-bribery and trade laws in connection with your or your customers' use of the Services and will take all appropriate steps to remedy or resolve any such violations, including any steps requested by us. You represent that you have obtained and warrant that you will continue to obtain all necessary licences or other authorisations to export or transfer the Services. Each party represents that it (and, in your case, the End Users) is not on any banned, denied, unverified, sanction, government debarment or exclusion list or list of parties subject to export-related restrictions (collectively, "Sanction Lists").
(a) immediately stop using the Services if you are placed on any Sanctions List
(b) remove an End User's access to the Services if such End User is placed on any Sanctions List. You warrant that you will not export, re-export or transfer the Services to an entity on the Sanctions List without prior approval of the applicable governmental authority. In breach of any provision in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches its obligations under this Section 7.3.
If your account is blocked because it operates in a country or region prohibited by this Section 7.3, you will receive a notification that your account is not operational when you attempt to access your account in that prohibited country or region.
7.4 The services are provided "as is" and we make no warranties of any kind, express, implied, statutory or otherwise, and we specifically disclaim all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose. We further disclaim all warranties relating to third-party telecommunications providers. You acknowledge that the networks of Internet and telecommunications providers are inherently insecure. Accordingly, you agree that we are not responsible for any modification, interception, or loss of your data while in transit through an internet or telecommunications provider's network. Beta modules are provided on an "as is" and "as available" basis with no warranties of any kind and we have no responsibility or liability for any beta module.
8. Mutual Indemnification
8.1 Indemnification by us.
8.1.1 Scope of Indemnification. We will defend you from and against any claim, demand, suit or proceeding made or brought against you by a third party alleging that our provision of the Services infringes or misappropriates such third party's intellectual property rights ("Infringement Claim"). We will indemnify you for any damages, fines or penalties imposed by a governmental or regulatory body, attorneys' fees and costs awarded against you or for settlement amounts approved by us for an Infringement Claim.
8.1.2 Infringement Options. If our provision of the Services has become, or in our opinion is likely to become, the subject of any Breach Claim, we may at our discretion and expense:
(a) obtain the right to continue providing the Services as set forth in these Terms ;
(b) modify the Services to make them non-infringing;
(c) if the above options are not reasonably practicable, terminate these Terms or, if applicable, terminate the Services subject to any Breach Claim and refund any unused prepaid fees.
8.1.3 Limitations. We shall have no liability or obligation under this Section 8.1 in respect of any Breach Claim
(a) arising from the use of the Services in violation of these Terms and Conditions;
(b) arising from the combination, operation or use of the Services with other applications, parts of applications, products or services
(c) arising from Services for which no charge is made.
8.2 Indemnification by the user.
You will defend us, our officers, directors, employees and Partners (collectively, "Dillo Parties") from and against any claim, demand, suit or proceeding brought or initiated against any of the Dillo Parties by a third party alleging or arising out of
(a) breach of Section 4 (User Responsibilities by you or any End User) or
(b) of a Customer Application, including, without limitation, any claim that a Customer Application or use by you or any End User of a Customer Application infringes or misappropriate the intellectual property rights of such data. You will indemnify us for any damages, fines or penalties imposed by a governmental or regulatory body, attorneys' fees and costs awarded against an Indemnified Party of Dillo or for settlement amounts approved by you for an Indemnifiable Customer Claim.
8.3 Indemnification Conditions.
As a condition of the aforementioned indemnification obligations:
(a) the Indemnified Party ("Indemnified Party") shall promptly notify the Indemnifying Party ("Indemnifying Party") of any Breach Claim or Indemnifiable Customer Claim (referred to individually and collectively as the "Claim"); provided, however, that failure to provide such timely notice shall not relieve the Indemnifying Party of its obligations under this Section 9, except to the extent that the Indemnifying Party was actually and materially prejudiced by such breach;
(b) the Indemnifying Party shall have sole and exclusive authority to defend or settle any Claim; and (c) the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party's activities. The Indemnified Party reserves the right, at its own expense, to participate in the defence of any Claim. Notwithstanding the provisions of this Section 9, the Indemnifying Party shall not settle any Claim for which it has an obligation to indemnify under this Section 9 by admitting liability or fault on behalf of the Indemnified Party, nor shall it create any obligation on behalf of the Indemnified Party, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.
8.4 Exclusive Remedy. This Section 9 establishes the sole liability of the Indemnifying Party to the other party and the sole remedy of the Indemnified Party to the other party for any third party claims.
9. Limitation of Liability
9.1 limitation of indirect, consequential and related damages.
in no event shall any party have any liability arising out of or relating to these terms for any loss of profits, revenue, goodwill or indirect, special, incidental, consequential, coverage, loss of data, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party's remedy fails of its essential purpose. the foregoing exclusion of liability shall not apply to the extent prohibited by law.
9.2 limitation of liability.
In no event shall the aggregate liability of any party arising out of or relating to these terms and conditions exceed the amounts paid or payable by you under these terms for the services giving rise to the liability during the twelve (12) month period preceding the first of which liability arose. the foregoing limitation shall apply whether an action is in contract or tort and regardless of the theory of liability.
9.3 exceptions to the limitation of liability.
notwithstanding anything to the contrary in Section 9.1 (limitation of indirect, consequential and related damages) and Section 9.2 (limitation of liability), the limitations of Section 9.1 and Section 9.2 shall not apply in the event of
(a) your violation of Section 4 (your liability);
(b) breach of Section 6 (fees and payment terms);
(c) amounts due under a party's indemnification obligations pursuant to Section 9 (indemnification search).
The provisions of this Section 10 allocate risks under these terms between the parties, and the parties rely on the limitations set forth in this Section 10 in deciding when to accept or otherwise agree to these terms.
10. Term, Termination and Duration of Contract
These Terms, as they may be updated from time to time, shall commence on the date they are accepted by you and shall continue until terminated in accordance with Section 11.2 (Termination) ("Term").
10.2.1 For convenience. Either party may terminate these Terms and close all related accounts for any reason upon thirty (30) days prior written notice to the other party. Notwithstanding the preceding sentence, if a Dedicated Agreement is in effect, the Customer may not terminate these Terms until such Dedicated Agreement has expired or been terminated in accordance with its terms.
10.2.2 Material breach. We may terminate these Terms (including all Order Forms) and close all of your accounts if you commit a material breach of these Terms and fail to cure such material breach within fifteen (15) days after we provide written notice of such material breach to you. For the avoidance of doubt, your violation of our Usage Policy, including our Service and the Country Specific Requirements contained therein, shall be deemed a material breach of these Terms. You may also terminate these Terms (including all Order Forms) if we commit a material breach of these Terms and fail to remedy such material breach within fifteen (15) days from the date you provide written notice of such material breach to us.
10.2.3 Insolvency. Subject to applicable law, either party may immediately terminate these Terms and close all of your account(s) by providing written notice in the event that the other party goes into liquidation, commences dissolution proceedings or any other proceeding relating to a receivership, fails to continue in business, assigns for the benefit of creditors, or becomes subject to bankruptcy.
10.3 Contractual Duration.
Upon termination of these Terms, the terms of this Section 10.3 and the terms of the following Sections shall survive (i.e. still apply): Section 3.1(b) (relating to our Security Overview), Section 5 (Fees and Payment Terms), Section 6 (Property, Customer Data and Confidentiality), Section 7.4 (Release of Liability), Section 9 (Mutual Indemnification), Section 9 (Limitation of Liability) and Section 11(General).
11.1 No waiver and order of precedence.
No failure or delay by either party in exercising any right or enforcing any provision under these Terms shall constitute a waiver of such right, provision or any other provision. Any waiver must be in writing and signed by each party to be legally binding. The section headings and titles in these Terms are for convenience only and shall not affect the construction of any provision of these Terms. In the event of any conflict or inconsistency between any of the following documents, the order of precedence shall be: (1) Dedicated Agreement, (2) these Terms, (3) our Acceptable Use Policy, including our Service and the Country Specific Requirements contained therein, (4) any other terms incorporated herein by reference, and (5) the applicable Documentation.
You will not assign, delegate or otherwise transfer these Terms or any applicable Order Form, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate or transfer these Terms or any Dedicated Agreement without our consent shall be null and void. We may assign, delegate or otherwise transfer these Terms or any applicable Order Form, in whole or in part, without your consent. Subject to this Section 14.2, these Terms and any applicable Order Form shall be binding on each party and each party's successors and assigns.
Each party is an independent contractor in the performance of each part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture or franchise. Each party shall be solely responsible for all of its respective employees and agents and for the respective labour costs and expenses arising in connection with its respective employees and agents. Each party shall also be solely responsible for any and all claims, liabilities, damages or debts of any kind whatsoever that may arise as a result of any of its respective activities, or those of its respective employees and/or customers, in the performance of these Conditions. Neither party has the authority to bind the other party in any way and neither will attempt to do so nor imply that it has the right to do so.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary to render it enforceable and, in any event, the remainder of these Terms shall continue in full force and effect.
Notices to you under these Terms will be provided by email to [email protected]. Notices to you under these Terms will be provided by (a) e-mail to the e-mail address designated in your account or (b) in the account portal.
11.6 Force Majeure.
No failure, delay or default in the performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure, delay or default arises from any cause, existing or future, which is beyond the control and without the negligence of such party, including action or inaction of governmental, civil or military authorities, fire, strike, lockout or other labour dispute, flood, terrorist act, war, riot, theft, earthquake or other natural disaster. The party affected by such cause shall take all reasonable actions to minimise the consequences of such cause.
11.7 Government Terms.
We provide the Services, including any related software and technology, for Government end use only in accordance with these Terms. If you (or any End User) are an agency, department or other entity of any Government, your use, duplication, reproduction, release, modification, disclosure or transfer of the Services or any related documentation of any kind, including technical data documentation, software and manuals, is restricted by these Terms. Any other use is prohibited and no rights other than those set forth in these Terms are conferred. The Services have been developed entirely at private expense.
11.8 Dispute Resolution.
In the event of any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, application, interpretation or validity thereof (other than disputes, claims or controversies relating to a party's intellectual property) (collectively, "Dispute"), the senior representatives of each party will engage in good faith negotiations with the senior representatives of the other party to amicably resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days of the first request
11.9 Entire agreement.
Except as provided in these Terms and any appendices or attachments, Dedicated Agreement or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, representations, sales materials, presentations or agreements, oral and written. The parties agree that Section 7.3 (Confidentiality) hereby supersedes and prevails over all prior, contemporaneous and future nondisclosure or confidentiality agreements between the parties in their entirety. No oral or written information or advice given by us, our agents or our employees will create a warranty or in any way increase the scope of any warranty or obligation under these Terms. Any terms or conditions set out in the supplier registration form or registration portal or in any purchase order document or similar document provided by you shall be construed solely as evidence of our internal business processes and the terms and conditions contained therein shall be null and void and shall have no effect in relation to these Terms between the parties and shall not be binding upon us even if accepted or signed by us after the date of acceptance of these Terms.
12. Other Conditions
12.1 If you are domiciled in the European Economic Area (EEA), the United Kingdom or Switzerland, nothing in these Terms shall exclude or limit either party's liability for (i) gross negligence or wilful misconduct of such party; (ii) death or personal injury caused by the negligence of such party; (iii) fraud or fraudulent misrepresentation; or (iv) any other liability to the extent that the same cannot be excluded or limited under applicable law
13. Service Level Agreement (SLA)
The following defined terms apply to this Service Level Agreement for Service APIs (as defined below) ("SLA").
"Actual monthly availability percentage" = (A-B+C)/A, where:
- A = Total Monthly Time (as defined below);
- B = Monthly timetable not available;
- C = Monthly hours excluded (as defined below);
"Monthly Availability Percentage Threshold" means the applicable percentage indicated in the table in Section 2 (Service Commitments) of this SLA under the heading "Monthly Availability Percentage Threshold".
'Services API' means, collectively, the Dillo Services API (as defined below).
"Service Credit" means the credit that the Customer is eligible to claim pursuant to Section 3 (Request for Service Credit) of this SLA if (a) the actual Monthly Availability Percentage is less than the applicable Monthly Availability Percentage Threshold. A Service Credit is calculated by multiplying the applicable percentage set forth in Section 2 (Service Commitments) of this SLA by (x) the fees actually incurred by the Customer for the affected Dillo Services APIs, for the applicable calendar month.
"Total monthly time" indicates the total number of hours in the applicable calendar month.
'Dillo Services API' means the application programming interfaces marked 'Dillo'.
'Monthly hours unavailable' indicates the number of hours in the applicable calendar month during which the Dillo services API was unavailable for use.
13.2 Service commitments
Monthly availability percentage threshold
Dillo Services API
5% credit equivalent
13.3 Application for service credit.
To receive a service credit, Customer must submit a request to Customer Support via [email protected] for the Dillo Services API, within thirty (30) days of the last day of the calendar month in which Customer claims that Dillo has not met the applicable Monthly Availability Percentage Threshold. All requests must include: (a) "SLA Claim'' as the subject of the ticket; (b) the dates and times of (i) Monthly Unavailable Time for the Dillo Services API; and (c) any documentation regarding Monthly Unavailable Time. Any service credit shall be applied to future amounts payable by the Customer to Dillo for the Services API. Service Credits are not available in the form of refunds.
Notwithstanding anything to the contrary contained in this Agreement, monthly unavailable time shall not be deemed to have occurred if:
(a) is caused by factors beyond Dillo's reasonable control, including, without limitation, telecommunications provider, Internet access, or related problems occurring beyond the point on the network where Dillo maintains access to and control over the Services API; (b) results from any action or inaction by Customer or any third party (other than Dillo's agents and subcontractors) (c) results from any of Customer's Application, equipment, software or other technology, additional services or third party equipment, software or other technology (except for equipment under Dillo's direct control); (d) occurs during Dillo's scheduled maintenance for which Dillo will provide at least twenty-four (24) hours' notice; (e) occurs during Dillo's emergency maintenance (maintenance required for the purposes of maintaining the integrity or operation of the Services API), regardless of the notice provided by Dillo;
(f) the results of any Services API identified as alpha, beta, not generally available, limited release, developer preview or any similar Services API offered by Dillo; (g) has a duration of less than fifteen (15) minutes of continuous unavailability (globally) (h) the results of any Services API identified as alpha, beta, not generally available, limited release, developer preview or any similar Services API offered by Dillo.
13.5 Entire SLA liability.
The Service Credits set forth in this SLA are the sole and entire liability of CP Software Nord-Est S.r.l. to the Customer and the Customer's sole and exclusive remedy in the event that Dillo fails to meet any Monthly Availability Percentage Threshold.