Terms of Service - Spaces on Demand

Last update: July 31, 2023

Nibol S.r.l. (VAT ID IT 10683870967), headquartered 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”), which enables companies to organize their employees' workstations, both within their company premises (the “Company Spaces”) and outside the company premises (the “Coworking Spaces”), as well as to access related services (the “Services”), as further described below.

These Terms of Service (the "Terms of Service") constitute the contract between Nibol and the company intending to benefit from and use the Services offered by Nibol and the Saas technology of the Nibol Platform (the "Client"), 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 Client may each be referred to herein as a “Party” and collectively as the "Parties".

PREMISES AND DEFINITIONS
1. All premises, these Terms of Service, and the Data Processing Addendum (as further specified in Article 7.4 below) form an integral and substantial part of this contract between the Parties (“Contract”).
2. The terms of this Contract shall have the meaning ascribed in the Terms of Use and these Terms of Service unless otherwise indicated by the Parties.
3. The Terms of Use shall apply for matters not expressly regulated by these Terms of Service.
4. By accepting these Terms of Service and the Data Processing Addendum through "point & click," the Client agrees with all parts and undertakes to comply with their terms.
SUBJECT
1. Under this Contract, Nibol will grant the Client a usage license for the Nibol Platform through which Users can access the Spaces on Demand Service as described in Article 3, for which the Client will pay consideration as provided in the subsequent Article 4 of this document.
SPACES ON DEMAND OFFERING
1. Nibol offers the Client the opportunity to make workstations available to its employees at Coworking Spaces, which the Client can make visible to its employees (Users) through the Platform ("Spaces on Demand Service").
2. The Client may allocate a budget ("Credit") for each User for whom it decides to make this service available or choose only to make the Coworking Spaces visible to Users. In the former case, Users can book a workstation at Coworking Spaces using the allocated Credit and pay the reservation cost using the payment method established by the Client; in the latter case, Users can book Coworking Spaces using their payment method.
SERVICE PRICE
1. The Client shall pay a fee of 19 Euros (excluding VAT) per month for each User who has made at least one reservation in the reference month using the Credit allocated by the Client (“Active User Price”). No Service Price shall be due from the Client if no Credit is assigned to Users.
2. Payment of the Active User Price and the related invoicing will occur at the beginning of the month following the month the service was used, based on the number of Users who have utilized the service. The Client will receive a single invoice for the Service Price and the cost of Coworking Space reservations at the end of the month. Suppose the Client does not allocate any Credit to Users in addition to not paying the Service Price to Nibol. In that case, the Client will not pay the cost of Coworking Space reservations, as the User will pay this directly to the space manager at the time of booking. The Client must pay the invoice within the (“Payment Deadline”) and using the payment methods made available by Nibol in the “Billing” section of the Platform. The Client is solely responsible for paying the Service Price, and in case of late payment beyond 7 (seven) days from the Payment Deadline, Nibol may suspend access to the Nibol Platform. In any case, the failure or late fee of the Consideration entitles Nibol to terminate the 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 resulting from the closure of the Business Account.
3. For the issuance of the invoice, the information provided by the Client in the appropriate “Billing” section of the Platform will be considered valid, and the Client declares and guarantees that they are accurate, releasing Nibol from any wider release in this regard. Once issued and sent by Nibol's electronic invoicing system, the invoice cannot be modified except by giving an electronic variation note. If an electronic variation note must be issued and, if necessary, a new invoice due to inaccuracies in the billing data provided by the Client, Nibol will charge the Client a fee as consideration for the cost of error management.
CONCLUSION OF THE CONTRACT, DURATION, AND RIGHT OF WITHDRAWAL
1. This Contract is considered concluded and effective when the Client - also through the Legal Admin User - accepts and signs these Terms of Service by "point & click." By accepting through "point & click," the Client acknowledges having read, understood, and explicitly approved all clauses in these Terms of Service.
2. This Contract shall have a duration of 12 (twelve) months from its signing ("Duration"). It shall automatically renew upon expiration for the same Duration and subsequently with annual renewals unless the Client sends notice of termination to Nibol's PEC address at least 60 (sixty) days before the expiration date and for each subsequent expiration.
3. Each Party to the Contract has the right to withdraw from the Contract, without any penalty and without specifying the reason, at any time during the validity period of the Contract, with a notice of at least 30 (thirty) days to be sent to the other Party's PEC address.
4. Withdrawal shall not entail the payment of any penalty and/or refund and/or compensation and/or consideration without prejudice to the payment obligations due under the Contract. In the event of withdrawal by the Client, the total Service Price used up to the contract's termination date will still be expected.
CLIENT DECLARATIONS
1. The Legal Admin User who signs this Contract guarantees to have the authority to legally bind the legal entity on behalf of which they act (i.e., the Client) and to grant Nibol all authorizations and licenses provided by 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 exclusively 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.
That the relationship with Nibol is solely that of an independent third-party contractor and not that of an employee, agent, joint-venturer, or partner of Nibol for any reason;
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 concerning the activities carried out through the Nibol Platform and/or related to the use of the Spaces by Users.
For the only 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 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.
5. The Customer acknowledges and agrees that Nibol may process specific 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.