Terms of Service

Last update: July 31, 2023

Nibol S.r.l. (VAT number: IT 10683870967), with its registered office at Via Alfredo Campanini 4, 20124, Milan (MI), PEC: [email protected] ("Nibol"), has developed software that operates online as Software as a Service (the "Nibol Platform") that enables companies to organize their employees' workstations and optimize the use of their office spaces (the "Office Spaces") and to access related services (the "Services"), as described below.

These Terms of Service (the "Terms of Service") constitute the contract between Nibol and the company that intends to benefit from and use the Services offered by Nibol and the SaaS technology of the Nibol Platform (the "Customer"), also subject to the Terms and Conditions of Use of the Nibol Platform available on the website www.nibol.com (the "Terms of Use").

Nibol and the Customer may each be referred to in this document as a "Party" and collectively as the "Parties."

PREMISES AND DEFINITIONS
1. All the premises, these Terms of Service, and the Data Processing Addendum (as specified in Article 7.4 below) form an integral and substantial part of this contract between the Parties ("Service Contract").
2. The terms used in this Service Contract shall have the meaning indicated in the Terms of Use and these Terms of Service unless otherwise specified by the Parties.
3. The Terms of Use shall apply for all matters not expressly regulated by these Terms of Service.
4. By accepting and subscribing to Nibol's online offer ("Office Management Offer"), the Customer agrees to all parts of these Terms of Service and the Data Processing Addendum and complies with their terms.
OBJECT
1. Under this Service Contract, Nibol will grant the Customer a license to use the Nibol Platform, through which Users can generally access the Services of the Nibol Platform as described in Article 5 of the Terms of Use, and for which the Customer will pay Nibol's fee as provided in the following Article 3 of this document.
OFFICE MANAGEMENT OFFER - FEE
1. Nibol offers Services based on various subscription plans ("Subscription") to meet the different needs of its customers. The Subscription cost ("Fee") is defined based on the plan chosen by the Customer, the contract duration, and the number of users for whom the Customer intends to activate the Nibol Platform at the time of subscription. The plan, duration, and number of users are described in the Office Management Offer. During the Service Contract, the Parties may modify their Subscription plan by directly contacting Nibol.
2. If the Customer wishes to increase the number of users, the price per user per month will be calculated by dividing the total Fee by the number of activated months of the Platform and then dividing by the number of users ("Price per User"). The fee for the upgrade of users will be the Price per User multiplied by the number of users the Customer intends to add and then multiplied by the number of months remaining until the contract's expiration. User upgrades will be automatically invoiced once the purchased user threshold of 25 is exceeded at the end of the contract.
3. The Fee will apply after the fourteen (14) day trial period (which starts when the Business Account is created) once the Customer - also through the Legal Admin User - accepts and signs this Service Contract and the Data Processing Addendum.
4. Once this Service Contract is signed, Nibol will issue a regular invoice for the Services covered by the Subscription, and the Customer must pay the Fee as indicated in the Office Management Offer - Payment Terms in a single installment ("Payment Terms").
5. The Customer is solely responsible for the payment of the Fee, and in case of late payment beyond 7 (seven) days from the term indicated in the Payment Terms, Nibol may suspend access to the Nibol Platform. In any case, the non-payment or late payment of the Fee beyond the agreed payment terms between the Parties entitles Nibol to terminate the Service Contract under Article 1456 of the Italian Civil Code, with the consequent right for Nibol to block access to the Nibol Platform, without any liability for any consequences arising from the closure of the Business Account.
6. The Customer will pay the Compensation according to the specified Payment Terms and using the payment method made available by Nibol in the "Billing" section of the Platform.
7. For the issuance of an invoice, the information provided by the Customer in the "Billing" section of the Platform will be considered valid, and the Customer declares and guarantees that such information is accurate, releasing Nibol from any broader indemnity in this regard. Once issued and sent by Nibol's electronic invoicing system, the invoice cannot be modified except by issuing an electronic variation note. In case an electronic variation note needs to be issued, and if necessary, a new invoice due to incorrect billing data provided by the Customer, Nibol will charge the Customer the cost as a consideration for the error management cost.
SPACES ON DEMAND OFFER
1. Nibol allows the Customer to make available to its employees’ workstations in Coworking Spaces, which the Customer can choose to make visible to Users through the Platform ("Spaces on Demand Service").
2. The Customer who decides to use the Spaces on Demand Service can assign a budget ("Credit") for each User for whom they decide to make this service available or choose to make Coworking Spaces visible only. In the first case, Users will be able to book a workstation in Coworking Spaces using the assigned Credit and pay the booking cost using the payment method established by the Customer; in the second case, Users can book Coworking Spaces using their payment method.
3. For the Spaces on Demand Service, the Customer will pay an additional cost of 19 Euros (VAT excluded) per month for each User who has made at least one reservation in the reference month ("Price per Active User").
4. The payment of the Price per Active User and related invoicing will take place at the beginning of the following month in which the service was used, based on the number of Users who have used the service.
CONCLUSION OF THE CONTRACT, DURATION, AND RIGHT OF WITHDRAWAL
1. This Service Contract is considered concluded and adequate when the Customer - also through the Legal Admin User - accepts and signs the Office Management Offer. By accepting and subscribing to the Office Management Offer, the Customer acknowledges having read, understood, and expressly approved all the clauses in these Terms of Service.
2. This Service Contract will have the duration indicated in the Office Management Offer ("Duration"). It will automatically renew upon its expiration for the same Duration and so on with annual renewals, unless terminated by the Customer by sending a notice to Nibol's PEC address at least 60 (sixty) days before the expiration date and at each subsequent expiration.
3. Each Party of this Service Contract has the right to terminate the contract itself, without any penalty and without specifying the reason, at any time during the validity period of the Service Contract, with at least 30 days' notice to be sent to the other Party's PEC address.
4. The termination will not involve the payment of any penalty and/or refund and/or compensation without prejudice to the payment obligations due under the Service Contract. Therefore, in case of termination by the Customer, the unused part of the Subscription will not be refunded, and the Fee will be entirely due.
CUSTOMER'S DECLARATIONS
1. The Legal Admin User who subscribes to this Service Contract guarantees to have the authority to legally bind the legal entity on behalf of which they act (i.e., the Customer) and to grant Nibol all the authorizations and licenses provided in these Terms of Service and the Terms of Use.
2. The Customer declares and acknowledges:
that the relationship with Nibol is solely of an independent third-party contractor and not of an employee, agent, joint venturer, or Nibol’s partner for any reason;
To act solely for its account and benefit and not on behalf of or for the benefit of Nibol;
To be solely and exclusively responsible for all obligations assumed and all activities carried out with reference to the use of the Platform by the User who made the Reservation, as well as for the truthfulness, correctness, completeness, accuracy, and non-misleading nature of the information made available and/or provided to Users.
Therefore, the Customer is solely and exclusively responsible for any disputes, declaration of responsibility, demands, controversies, actions, claims, requests for reimbursement, and/or damages of any kind and nature that may be submitted or suffered by Users and/or any other third party in relation to the activities carried out through the Nibol Platform and/or related to the use of the Spaces by Users.
For the duration of the Service Contract, the Customer authorizes Nibol to mention the Customer as a case of a company that has chosen the Nibol Platform. To this purpose, the Customer expressly authorizes Nibol to use and publish its trade name and/or logo and/or distinctive elements attributable to it on the Nibol Platform and/or on presentations of the Services, and generally within the scope of activities related to the Services, for commercial, promotional, advertising, and informational purposes related to the Nibol Platform, with the limitation that the methods of use are not such as to harm the honor, reputation, and dignity of the Customer or are in conflict with Privacy Legislation.
CONFIDENTIALITY
1. With the only exception of the disclosure obligations imposed by applicable laws or by orders of competent authorities, the Parties undertake to keep strictly confidential and not to disclose to third parties and not to use, except as strictly necessary for the performance of this Service Contract, any data or information of which they have become aware in any form and/or on any medium on the occasion and/or in connection with the negotiation, subscription, and/or execution of this Service Contract, such as, for example, and not limited to, financial data, projects, plans, strategies, price and/or marketing strategies, purchases, proposals, agreements, commercial methods, operational data, etc. ("Confidential Information").
2. Therefore, the Parties undertake not to communicate nor to disclose, during the Service Contract and even after its termination, in any way and by any means, the Confidential Information to which they have become aware.
3. The Parties undertake, also according to Article 1381 of the Italian Civil Code, to ensure that all third parties to whom the aforementioned Confidential Information is made available for the purpose of performing this Service Contract (including their employees) act in compliance with the above confidentiality obligations.
PRIVACY
1. Regarding the processing of personal data carried out by Nibol as the Data Controller through the Nibol Platform, reference is made to the provisions of the Privacy Policy available at the link www.nibol.com/privacy-policy, which is an integral part of this Service Contract.
2. The Parties mutually acknowledge that they are aware of and apply, within their organizations, all applicable regulations, including ratione temporis, on privacy and personal data protection relevant to the proper management of data processing, including EU Regulation 2016/679 Legislative Decree 196/2003, as amended by Legislative Decree 101/2018.
3. The Customer, as autonomous Controller of the personal data processing of its own employees Users, undertakes to indemnify and hold harmless Nibol from any damage, expense, or burden that may arise from claims made against Nibol by third parties - including the subjects to which the personal data processed are referred - as a result of any unlawfulness or incorrectness of the processing operations attributable to the Customer.
4. The Parties acknowledge and agree that the treatments of personal data carried out by Nibol on behalf of the Customer as Data Processor are governed by a separate Data Processing Addendum according to Article 28, paragraph 3 of Regulation (EU) 2016/679 ("DPA"), which the Parties undertake to comply with, and which constitutes an integral and substantial part of this Service Contract.
The Customer acknowledges and agrees that Nibol may process certain personal data received from the Customer as Data Controller for the purposes and in accordance with the provisions of the Data Processing Addendum.
FORCE MAJEURE
1. Nibol shall not be held responsible for the failure or delayed performance of its obligations due to circumstances beyond its reasonable control, including force majeure events or, in any case, unforeseeable and unpredictable events that are independent of its will.
2. The performance of Nibol's obligations shall be considered suspended for the period during which force majeure events occur.