ART. 1 – DEFINITIONS
1.1 In this Agreement, the terms with initial capital will have the meaning of the following, both singular and plural.
- “Service” or “Piattaforma”: the SaaS Adefence platform and its features, including APIs, dashboards, client-side scripts, connectors and documentation.
- “Client”: the subject who subscribes to an Order or accepts these Terms.
- “Order”: the document, also in electronic format, accepted by the parties that define the Plan, price, duration, consumption metrics, any SLAs and services included.
- “Piano”: the subscription plan (monthly, annual or of different duration) and the relative limits of use (for example: monitored clicks, domains, data retention, adv expense).
- “Account”: Customer profile on the Platform, accessible through personal credentials.
- “authorized users”: the natural persons authorized by the Customer to access and use the Account under their own responsibility.
- “Customer Data”: the data, content and instructions transmitted by the Customer, directly or through their own systems, to the Service, including configurations, server-to-server events, conversions, payloads, rules, tokens and integration credentials.
- “Final Users Data”: technical and/or personal data relating to visitors or end users of the Customer’s digital properties (exemplary: IP addresses, user-agent, click-id, technical identifiers, events).
- “Terze Platforms”: advertising platforms and/or third-party services integrated by the Customer (exemplary: CRM, e-commerce, analytics tools, automation systems).
- “DPA”: the addendum on data processing pursuant to Article 28 of Regulation (EU) 2016/679 (“GDPR”), which constitutes an integral and substantial part of this Agreement.
ART. 2 – SUBJECT MATTER OF THE AGREEMENT
2.1 The supplier gives the Customer a non-exclusive, non-transferable and limited right of access and use of the Service, in SaaS mode, according to the Plan and for the duration indicated in the Order.
2.2 The Service may include:
- (a) scripts or components installed on the Client domain (client-side);
- (b) server-to-server integrations (API, webhook or equivalent technologies);
- (c) analysis, scoring, reporting and automation;
- (d) where enabled, sending, syncing or updating technical signals, values and/or conversions to third-party platforms.
2.3 The Service is aimed at:
- (a) analyse the quality of traffic and interactions;
- (b) support the distinction between initial conversions and actually valid results for the business;
- (c) improve the consistency and reliability of signals used by campaign optimization systems.
2.4 The Service provides technical tools and information output based on the available data and configurations adopted by the Customer. It does not provide legal, tax or advertising advice and does not guarantee specific economic results, performance levels or returns on advertising investments.
ART. 3 – FORMATION AND ACCEPTANCE OF THE AGREEMENT
3.1 The Agreement shall be concluded with: (i) click-wrap acceptance; or (ii) subscription of an Order; or (iii) use of the Service after the Terms are made available.
3.2 The person who agrees to have the powers to bind the Customer.
ART. 4 – ACCOUNT, USERS AND SECURITY
4.1 The Customer is responsible for credentials, accesses, permits and activities of Authorized Users.
4.2 The Customer must take reasonable security measures.
4.3 The Supplier may temporarily suspend access for reasons of security, risk of fraud, impairment of credentials or requests of the Authority.
ART. 5 – PLANS, LIMITS, UPGRADES AND OVERAGE
5.1 The limits and metrics of the Plan are those indicated in Order or on the price page on the adefence website. pro.
5.2 If limit is exceeded: the Supplier may (a) request upgrade; (b) temporarily limit the overtime functionality, after reasonable notice.
5.3 Customer acknowledges that some features can be released as beta/preview; such features can be modified or withdrawn.
ART. 6 – TERM, RENEWAL AND CANCELLATION
6.1 The duration of the Plan is to be considered monthly, unless otherwise agreed (such as, for example, subscription of annual or biennial subscription).
6.2 The renewal is automatic. The Customer may cancel the subscription at any time via their Account or by contacting Adefence assistance at [email protected]. The cancellation prevents the charge of the subsequent renewal.
6.3 The cancellation shall take effect at the end of the invoicing period in progress: the Customer shall retain access to the Service until that date, unless otherwise indicated at the time of the subscription of the Plan.
ART. 7 – FEES, INVOICING AND PAYMENTS
7.1 The considerations are given as by Order or list. The payment is anticipated to the delivery of the Service, after the end of the trial period, with monthly periodicity, unless otherwise agreed (such as, for example, in the case of the annual or biennial plan).
7.2 Invoicing: the Customer provides tax and delivery data (SDI/PEC).
7.3 Taxes: the fees are net of VAT and taxes.
7.4 Repayments: In case of delay, the Supplier may suspend the Service and apply Moral Interest and Credit Recovery Costs according to applicable commercial transaction legislation.
ART. 8 – REFUNDS AND CANCELLATIONS
8.1 Unless otherwise applicable or otherwise agreed in Order, the amounts paid are non-refundable and no refunds are provided for periods partially used.
8.2 Invoicing errors or double transactions will be rectified or refunded upon Customer's request within 15 days.
ART. 9 – CUSTOMER OBLIGATIONS AND COMPLIANT USE
9.1 The Customer uses the Service in compliance with the law, the Terms and policies of the Integrated Third Party Platforms.
9.2 The Customer is responsible for choice on budget ads, targeting, creativity, landing pages and optimizations: the Service does not replace such decisions.
9.3 The Customer guarantees the lawfulness and minimisation of the data sent (avoiding unnecessary data, credentials or payment data in payloads/URL).
ART. 10 – PROHIBITED USES
It is forbidden:
- (i) reverse engineering/decompletion unless undue limits;
- (ii) bypassing security or limits;
- (iii) send malware/exploit;
- (iv) use the Unauthorized Surveillance Service or data collection;
- (v) resell/sublicence without written agreement.
ART. 11 – THIRD-PARTY PLATFORM INTEGRATIONS
11.1 The Customer guarantees that you have the title and permission to connect third party accounts/services and to comply with their terms and policies.
11.2 The Supplier does not respond by unavailability, API changes, account suspensions, or decisions/policy enforcement of Third Party Platforms.
ART. 12 – INTELLECTUAL PROPERTY
12.1 The Supplier retains every right on Platform, Software, Documentation and Improvements.
12.2 The Customer is granted a limited, non-exclusive and non-transferable license to use the Service during the duration of the Plan for internal purposes.
12.3 The Customer grants the Supplier the right to use feedback/suggestions without compensation.
ART. 13 – DATA, PRIVACY AND GDPR
13.1 For the Data of End Users processed on behalf of the Customer, the Customer acts as Data Controller and the Supplier as Data Processor pursuant to Article 28 of the GDPR, unless otherwise qualified in particular cases where the nature of the processing requires it.
13.2 Data processing is governed by the DPA, an integral part of the Contract. In the event of a conflict the DPA for data matter prevails.
13.3 The Customer is responsible for providing users with all the necessary privacy statements and to collect, where required, the relevant consents; it guarantees that the data transmitted through server-to-server integrations are treated in a lawful manner; it also undertakes to provide the Supplier with instructions in accordance with the applicable legislation.
ART. 14 – TRACKING, LOCAL STORAGE, FINGERPRINTING AND SERVER-SIDE PROCESSING
14.1 The Service may include client-side components on the Client domain and terminal-side technologies (localStorage/sessionStorage) for session/attribution continuity and, if enabled, anti-bot/fingerprinting techniques and event collection (also session replay).
14.2 The Customer acknowledges that such technologies may require information and, where necessary, consent. The Customer undertakes to manage these requirements and to configure masking/exclusions to minimize data.
14.3 Server-to-server Flows: When configured, the Service may receive events/conversions from the Customer and send signals/rectifications to Third Party Platforms according to customer instructions.
ART. 15 – CONFIDENTIALITY
15.1 Parties undertake to keep confidential information received and use it only to execute the Contract.
15.2 The obligation of confidentiality remains in charge of the Customer for two years after the termination; for commercial secrets until such remain.
ART. 16 – WARRANTIES AND DISCLAIMERS
16.1 The Service is provided as it is, within the maximum permitted limits. The Supplier does not guarantee total elimination of fraud/IVT, nor economic results or increase performance.
16.2 The Customer acknowledges the possibility of false positive/negative and dependence on external factors and Third Platforms.
ART. 17 – LIMITATION OF LIABILITY
17.1 In the maximum permitted limits and except for damage or gross negligence, the total liability of the Supplier is limited to 50% of the amount paid until the fact, and always in the current year, by the Customer.
17.2 Indirect or consequential damage is excluded, loss of profit/return, loss of chance, reputational damage, interruption of activity.
17.3 The Supplier does not respond to advertising expenses, performance campaigns, budget decisions, suspension/penalization of the Third Platforms, or lacked related revenues.
ART. 18 – CUSTOMER INDEMNIFICATION
18.1 The Customer shall maintain and indemnify the Supplier from claims of third parties arising from:
- (i) unlawful/non-compliant use;
- (ii) lack of information/consensitivity/legal bases;
- (iii) Customer data or instructions;
- (iv) violations of third parties' rights caused by the Customer;
- (v) integrations to third parties.
18.2 The Supplier will notify the claim and cooperate reasonably.
ART. 19 – SUSPENSION, TERMINATION AND WITHDRAWAL
19.1 The Supplier may terminate the Service for Failure to Payment, Violation, Security Risk, Requests Authority or Legal Risk.
19.2 Resolution for failure to comply: each Party may resolve whether the other does not sound a serious failure within 7 days to be distrusted.
19.3 In case of unlawful use, intrusion attempts, repeated violations or non-payment over 7 days, there will be the immediate termination of the Supplier.
ART. 20 – EFFECTS OF TERMINATION
20.1 The right of access ends at the end. The Customer Data is returned/delete according to DPA and technical policy, subject to legal obligations or otherwise agreed.
20.2 They survive: due payments, IP, confidentiality, limitation of liability, mantle, law/hole.
ART. 21 – FORCE MAJEURE
Events outside reasonable control temporarily free the Party from obligation, with reasonable communication and mitigation.
ART. 22 – CHANGES TO THE TERMS
The Supplier may change the Terms with notice of 15 days, subject to urgent procedure. The continued use after the date of effectiveness is valid as acceptance; in case of disagreement the Customer may terminate before the effectiveness.
ART. 23 – NOTICES
Communications take place via PEC/e‐mail indicated in the Order or Account, unless otherwise agreed.
ART. 24 – ASSIGNMENT OF THE AGREEMENT
The Customer cannot transfer the Order without written consent. The Supplier may transfer to corporate operations after communication.
ART. 25 – GOVERNING LAW AND JURISDICTION
This Agreement is governed by Italian law. For any dispute concerning the validity, interpretation, execution or resolution of this Agreement, the Court of Rome shall have jurisdiction exclusively, unless otherwise agreed between the Parties.
ART. 26 – SPECIFIC APPROVAL (ARTS. 1341–1342 OF THE ITALIAN CIVIL CODE)
The Customer specifically approves the clauses: Art. 8 (refunds), Art. 10 ( prohibited use), Art. 17 (restriction), Art. 18 (refunds), Art. 19 (suspension/resolution), Art. 22 (modifications), Art. 25 (hole).