BACKGROUND:

OWN YOUR BUSINESS LTD provides a blockchain-based data validation, matching and reconciliation application programming interface software (the “OYB API”) and is willing to license the use of such OYB API to the Client - granting the latter also the right to sublicense such use to its own costumers pursuant to the discipline provided under the terms of this licence Agreement.

1. - Definitions

  • 1.1 The terms written with an initial capital letter in these General Conditions shall have the meaning defined hereafter.
    • “Agreement”: means this licensing agreement - between the Client and the Supplier OYB - composed by, jointly, the Order Form and this General Terms and Conditions including the Annexes.
    • “Client”: shall mean a subject which is licensed the Service by OYB;
    • “Customers” or “Sub-licensees”: shall mean the subjects which are sub-licensed the Service by a Client, whose entity shall be formally disclosed to, and formally accepted by, the Supplier, as listed under Annex 3 (“Agreed Sub-licensees List”).
    • “Data”: shall mean the elementary and/or aggregate data entered into by the Client or its customers and/ or generated by or through the OYB API as well as all the data and information concerning the Service owned by the Supplier;
    • “OYB API”: is an application programming interface software developed and fully owned by [Own Your Business ltd.] (“OYB” or the “Supplier”), through which OYB offers to its Clients the Service.
    • “Order Form”: shall mean the form signed by the Client and containing the request for the supply of the Service;
    • “Parties” shall mean the Client and the Supplier
    • “Price List”: shall mean the prices for the Service as indicated under Schedule 2;
    • “Schedules”: shall mean the Service Description and the Price List;
    • “Service”: means the service described under Clause 2.1 of this Agreement;
    • “Services Manual”: shall mean the technical and operational documentation of the Supplier concerning the Service requested under Schedule 1;
    • “Technological Infrastructure”: shall mean the centralized hardware and/or network infrastructure and/or software products provided to the Client by the Supplier for the supply of the Service;

2. - Object and execution of the Contract

  • 2.1 The object of the Agreement is the granting by the Supplier - against payment of a consideration - to the Client of: (a) a non-exclusive, non-transferable, licence to use the OYB API, pursuant to which API the Client is able to obtain blockchain-based validation of data, metadata, codes and other inputs; and (b) the right to sub-license the use of the OYB API to the Client’s own Customers (as listed under Annex 3 “Agreed Sub-licensees List”), so that they – once known and accepted by the Supplier - can input data into the OYB API licensed to the Client (the “Service”).
  • 2.2 As clearly stated under paragraph 2.1 above, it is agreed and acknowledged by the Client that the Service consists exclusively of the license - and the right of sub-licensing - of the use of the OYB API to access the blockchain-based validation of Data and NOT the validation itself not its output whatsoever.
  • 2.3 More specifically the object of the Service shall be established, in the Service Manual.
  • 2.4 In the event of conflict and/or incompatibility, including any consequent upon subsequent amendments, the General Conditions shall prevail over the Schedules.
  • 2.5 The Agreement shall be understood to have been executed at the time the Client receives a written communication from the Supplier of the acceptance of the Order Form containing, inter alia, an indication of the day from which the Service will be supplied to the Client.

3. – Obligations and performance of the Supplier

  • 3.1 The Service shall be supplied by the Supplier in accordance with these General Conditions, including the Schedules. The obligations of the Supplier shall constitute an obligation of means.
  • 3.2 The Supplier shall perform its obligations with all due care and professional diligence and shall make all the appropriate interventions with regard to its systems to ensure the continuity of the Service.
  • 3.3 If all or part of the performance inherent in the Service is interrupted, suspended, delayed or somehow the subject of anomalies, the Supplier where possible and after informing the Client if deemed necessary shall do whatever is necessary to resolve the problems.
  • 3.4 The Client acknowledges and accepts that in order to supply the Service the Supplier may avail itself of third parties, it being understood that the contractual relationship shall be exclusively between the Client and the Supplier.
  • 3.5 For the purposes of the preceding paragraphs the Supplier shall guarantee that it:
    • is the owner or has valid title to the tangible and intangible goods used to supply the Service and that such goods are free from claims of third parties;
    • has all the technology, expertise, adequately qualified staff and IT facilities needed and suitable for the supply of the Service;
    • is the owner of the Service and holds all the related rights;
    • has all the authorisations needed to supply the Service.
  • 3.6 The Supplier may change from time to time the technical, functional, administrative and operating conditions for the provisions of the Service as a result of amendments or supplements to the technical provisions of the service, the intervened unavailability and/or modification of the systems and equipment supplied by third parties, or on the basis of technical development, giving timely notice thereof to the Client.

4. – Obligations of the Client

  • 4.1 The Client is undertakes to:
    • comply with all the provisions of the General Conditions in force from time to time including the Schedules;
    • comply – in case it provides personal data –with the EU General Data Protection Regulation No. 679/2016 ("GDPR") and the relevant national and international implementing and integrating regulations and orders; and therefore the Client shall – if OYB will perform the role of personal data processor under the GDPR - provide OYB a data processing agreement before sending the Data to the OYB API.
    • promptly communicate the Supplier if the Data entered into the OYB API qualifies as personal data pursuant to the GDPR and the relevant national and international implementing and integrating regulations and orders;
    • declare and assure that the Data entered into the OYB API are not the result of illegal activities and that the validation of such Data obtained through the Service is not used to execute illegal activities;
    • keep the Data always in its custody as the Supplier will never be the custodian of any Data and will not respond for any loss of Data;
    • sign the contracts necessary to use the Service in accordance with the Service Manuals, equip itself, at its own expense, with the hardware, network infrastructure and software necessary to use the Service, establish the indispensable electronic links and guarantee that they are fully operational during the hours the Service is supplied;
    • use any Technological Infrastructure in accordance with the Schedules and, more generally, the Service itself and the Data exclusively for the purposes of the Service. Accordingly, it may not copy, record, reproduce, transfer to third parties, sell or otherwise exploit in any other way, in whole or in part, the Technological Infrastructure and/or the Data;
    • conserve diligently and use in accordance with the instructions received from the Supplier or contained in the Service Manuals the codes and related passwords of the Service and, where applicable, the optical magnetic support containing the instructions on how to obtain by electronic means the digital certificate needed to use the Service. The Client shall be responsible for their improper use by whomsoever and for any consequences of the unauthorised use of codes, related passwords and, where applicable, digital certificates;
    • apply promptly to the Supplier, in the manner specified in paragraph 6.4, for the disabling of codes, related passwords and, where applicable, digital certificates if they are lost or stolen or if there are good grounds for fearing that extraneous third parties know the codes, related passwords and, where applicable, digital certificates. Following the Client’s report, the Supplier shall disable the lost or stolen codes, related passwords and, where applicable, digital certificates and send the Client new ones;
    • provide the data and information requested under applicable law, the General Conditions, including the Schedules in a truthful, complete and accurate way;
    • recognise as its own any communication, order or instruction sent through the Technological Infrastructure through the use of the codes and of the related passwords and, where applicable, digital certificates assigned to it, it being understood that THE CLIENT HOLDS THE SUPPLIER HARMLESS FROM ANY LIABILITY IN THE EVENT OF COMMUNICATIONS OR INSTRUCTIONS SENT IN THIS WAY, INCLUDING BY UNAUTHORISED PERSONS;
    • inform the Supplier immediately of any total or partial interruption, suspension, delay or malfunctioning in the supply or use of the Service, without prejudice to what is provided for in Article 8;
    • inform the Supplier promptly, or in any case within the time limits established in the Schedules, of subsequent failure to satisfy the requirements for use of the Service and of any change to the contents of the Order Form;
    • execute with its customers to which it will sublicense to the Sub-licensees the Service terms and conditions concluded which are substantially similar to those set out in this Agreement.
    • Accept and agree to have the only Party liable vis-à-vis its Sublicensees.
    • comply promptly with any request made by the Supplier in the performance of its duties as the manager of the Service thereof concerning data, information or documents to be transmitted to the Supplier.

5. - Confidentiality

  • 5.1 Each of the Parties, acknowledging the confidential nature of the information and documentation pertaining generally to the Service, shall guarantee the other Party, for the duration of this Contract and for one year after the termination or withdrawal due to any reason whatsoever of this Contract, that the information and documentation acquired in relation to the performance of the Contract will be treated confidentially.
  • 5.2 The obligation referred to in the previous paragraph shall not prevent the communication or dissemination by the Supplier in anonymous and aggregate form of such data and information or the communication, after explicit request, to public and judicial authorities.

6. - Communications

  • 6.1 The Supplier shall send the Client communications in the ways specified in the following paragraphs.
  • 6.2 Without prejudice to specific procedures laid down in the Schedules for particular communications, individual communications by the Supplier shall be reduced to writing and sent by registered letter with return receipt, telegram, fax, courier service or any other means permitting documentation of receipt.
  • 6.3 Communications of an operational nature regarding the ordinary functioning of the Service and/or amendments to the General Conditions and/or Schedules may also be sent by the Supplier to the Client via e-mail unless specified otherwise in the Schedules.
  • 6.4 The communications shall be sent by each of the Parties to the other Party to the addresses expressly specified by the Client in the Order Form.
  • 6.5 Communications referred to in paragraphs 2 shall be understood to be known by the other Party from the time of their receipt and shall become effective at the time specified in the General Conditions and the Schedules or, in the absence thereof, on the later date specified in the communication.

7. - Amendments of the General Conditions and the Schedules

  • 7.1 The Client acknowledges and accepts that the Supplier may modify or supplement any provision of the General Conditions, including the Schedules, without prejudice to paragraph 11.3.
  • 7.2 The Supplier shall inform the Client of such amendments sending an e-mail to the Client, to the address provided in the Order Form, as modified and communicated to the Supplier, containing the notification of the changes at least 15 (fifteen) calendar days before the effective date of the amendments. In such communication, the Supplier shall specify the time within which the Client may exercise the right of withdrawal referred to in paragraph 11.3. In no case may such time be less than 10 (ten) calendar days from the date of the communication.
  • 7.3 As a matter of urgency consequent upon measures adopted by the authorities or for duly explained technical or operational reasons that shall be given, the time referred to in paragraph 2 may be reduced by the Supplier to a minimum of 2 (two) calendar days.
  • 7.4 Changes to the Price List, except for those in the Client’s favour, shall be communicated via e-mail in the manner specified in paragraph 2 with advance notice of not less than 30 (thirty) calendar days. The Supplier shall determine and communicate the effective date of changes to the Price List in the Client’s favour.
  • 7.5 In the cases referred to in the preceding paragraphs, the Client may exercise the right of withdrawal from the Agreement within the time and in the manner and with the effects specified in Article 11, paragraphs 3, 4 and 5.
  • 7.6 Additions to the General Conditions concerning the introduction and supply of new non-mandatory service shall not constitute amendments pursuant to and for the purposes of this article.

8. - Liability

  • 8.1 THE LIABILITY OF THE SUPPLIER SHALL EXIST, FOR ANY CLAIM DERIVING FROM THIS AGREEMENT, ONLY FOR LOSSES THAT ARE THE IMMEDIATE AND DIRECT CONSEQUENCE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF THE SUPPLIER AND CANNOT EXCEED AN AMOUNT EQUAL TO THE CONSIDERATION PAYABLE BY THE CLIENT UNDER THIS AGREEMENT.
  • 8.2 THE SUPPLIER IS NOT LIABLE FOR THE CORRECT AND TIMELY VALIDATION OF THE DATA AS THE VALIDATION ITSELF IS EXECUTED BY THE BLOCKCHAIN AND BASED ON THE BLOCKCHAIN TIMING, WHILE THE SERVICE ITSELF CONSISTS ONLY IN MAKING POSSIBLE TO ACCESS THE BLOCKCHAIN TO THE CLIENT OR TO THE LATTER’S CUSTOMERS TO WHICH THE SERVIE HAS BEEN SUBLICENSED.
  • 8.3 The Client must send the Supplier a report within 10 (ten) calendar days, under penalty of foreclosure, from the day on which it became aware, or should have become aware using due diligence of the occurrence of a loss-producing event it deems should be indemnified by the Supplier. Failure to respect such time limit shall entail lapse of the Client's rights in this regard. The report shall contain a precise indication of the time at which the loss-producing event occurred, the circumstances under which it occurred and an assessment of the loss produced. The related supporting documentation, including in relation to the size of the loss incurred and consequent claim, must be received by the Supplier within 20 (twenty) calendar days of the expiration of the time limit referred to above.
  • 8.4 Without prejudice to any liability that the Supplier may have to the Client, the Client shall hereby hold harmless the Supplier, in the event of claims for damages consequent upon actions by third parties, including other Clients, from any claim made in relation to deeds or actions inherent in the performance of the Agreement, and shall authorise the Supplier to file a third-party claim against it.
  • 8.5 The Parties agree that no liability shall exist for non-performance of obligations deriving from the Agreement if such non-performance is due to events beyond the control of the non-performing Party, including, but not limited to those caused by:
    • wars, rebellions, terrorist attacks, earthquakes, floods, fires or other causes of force majeure;
    • national or local strikes (including at company level);
    • electrical outages or interruptions and/or malfunctioning of electronic data carrier service due to faults in data transmission lines provided by persons other than the Supplier or provided by third parties referred to in paragraph 3.4;
    • impediments or obstacles caused by legislative or administrative measures or judicial acts.
  • 8.6 The Supplier is required to give effect to all the instructions issued by the authorities and/or by other persons they have authorised. This may lead to temporary suspensions and delays in the performance of the obligations of the Supplier or in their performance in special ways; the Client shall nonetheless be required to perform the obligations deriving from the Contract and pay the sums due to the Supplier.

9. – Intellectual and/or industrial property rights

  • 9.1 The Service, the Technological Infrastructure, the Data and the layouts and contents of the websites [Own Your Business Ltd], including, but not limited to, all the data, information, communications, editorial content, software, photographs, videos, graphics, music, designs, sounds, data acquisition and management procedures, and in general any material or service present thereon are, unless indicated otherwise, the sole property of OYB, as specified on the website and are protected under copyright and industrial property law.
  • 9.2 The trademarks [●] and [●] are trademarks of [Own Your Business LTD]. Neither the above-mentioned trademarks nor any other trademarks owned by the Supplier may be used without the prior written consent of the Supplier itself.

10. – Fees

  • 10.1 For the supply of the Service, the Client shall pay the Supplier the fees set out in the Price List in the amounts, within the time and in the manner specified therein.
  • 10.2 Without prejudice to Article 12, if the Client fails to pay the fees due within the prescribed time, default interest shall be charged automatically on the amount in question without the need for a written notification at the highest three-month Euribor observed in the period the payment is overdue plus two percentage points.
  • 10.3 Without prejudice to the right to file a separate action for money had and received, the Client may not raise any objections, even in the event of interruptions or suspensions in the supply of the Service, aimed at avoiding or delaying payment of the fees due.

11. – Duration of the Contract and withdrawal

  • 11.1 This Agreement shall have a duration of 2 (two) years as of the date of its signing by the Parties.
  • 11.2 The Client shall have the right to withdraw from the Contract at any time by sending a communication, pursuant to Article 6, indicating the effective date of withdrawal; the communication must arrive at least 30 (thirty) calendar days before such date. Withdrawal shall not exonerate the Client, even in part, from the requirement to perform all the obligations entered into under the Contract or even indirectly deriving from enjoyment of the Service.
  • 11.3 By way of derogation from paragraph 11.2, in case of amendments referred to in paragraph 7.2, the Client may exercise the right of withdrawal from the Contract in the manner specified in paragraph 11.2 by giving the Supplier the relevant communication within the time established by the Supplier in the communication containing the text of the amendments of the General Conditions and/or Schedules referred to in paragraph 7.2. In case of amendments made pursuant to paragraph 7.3, the advance notice of withdrawal may be communicated up to 1 p.m. on the business day for the Supplier preceding the effective date of the amendment.
  • 11.4 In all the cases of withdrawal referred to in paragraph 11.3 provided the withdrawal becomes effective before the application of the amendments it is based on the contractual conditions previously in force shall apply to the Client.
  • 11.5 If the withdrawal communication arrives after the expiration of the time limits specified in the preceding paragraphs, the withdrawal shall not take effect unless the Supplier waives the time limit established in its favour.
  • 11.6 The Supplier may exercise the right of withdrawal, giving adequate advance notice, within the time limits and in the manner referred to in paragraph 6.2, in cases of radical transformation of the Service as a consequence of measures adopted by the competent authorities or in case of termination of operation of the Service. In cases of withdrawal pursuant to this paragraph, the Supplier shall not be required to pay any penalty or indemnity or make any reimbursement.

12. - Termination Event

  • 12.1 The Supplier is entitled to terminate the Agreement in the following cases:
    • in the event of failure of the Client to pay fees within the prescribed time limits for more than 90 (ninety) calendar days;
    • in cases of criminal proceeding are brought against the Client by any judicial authorities and in any jurisdiction;
    • in case of breach by the Client of the obligations set forth under paragraphs 4.1 (b); (c) and (d).
    in the case in which the performance of the Service ceases as a consequence of legislative or administrative measures.

13. - Privacy Law and GDPR

  • 13.1 In relation to the Service, the Parties agree to process the personal data of the other Party and its employees (in relation to the employees in particular name, surname, email address and location of the company) in full observance of the applicable principles and the rules on the processing of personal data set forth in the EU General Data Protection Regulation No. 679/2016 ("GDPR") and the relevant national and international implementing and integrating regulations and orders, and to adopt the minimum security measures as well as the appropriate technical and organizational measures to ensure a level of security appropriate to the risk as per art. 32 of the GDPR.
  • 13.2 In relation to the Service, the Parties mutually acknowledge they have received the privacy information notice provided by applicable data protection laws available, with the OYB’s privacy information notice being available at the following link https://oybsolutions.tech/privacy-policy.
  • 13.3 In relation to the Service, If OYB will have the role of personal data processor of the Data entered into the OYB API by the Clients, the Client shall make sure that it provides OYB with a data processing agreement to be signed by the Parties before the performance of the Service.

14 - General provisions

  • 14.1 The Agreement and the General Conditions, including the Schedules, shall constitute the totality of the terms and conditions governing the Service and shall cancel and replace any earlier agreement and any oral or written communication made prior to the execution of the Agreement.
  • 14.2 The Agreement and/or the rights and obligations deriving therefrom may not be transferred by the Parties to third parties, unless the transferred Party provides its written consent.
  • 14.3 In the event of the merger or acquisition of the Client with another company or the transfer of the business unit to which the Service refers, the Client undertakes to give the Supplier at least 30 (thirty) calendar days advance notice of the effective date of the merger, acquisition or transfer for the purposes of the Contract. The Client shall remain liable and likewise the acquiring company, the company resulting from the merger or the transferee for any delay in giving such advance notice to the Supplier, including the case in which such delay leads to the Supplier having to suspend the Client, the acquiring company, the company resulting from the merger or the transferee as the case may be for the time needed for the performance of the tasks for which it is competent.
  • 14.4 The omitted or late exercise of one or more of the rights pertaining to a Party under the Agreement shall not be considered as a waiver of the Party to the exercise of such rights.

15. - Disputes

  • 15.1 The Client and the Supplier shall attempt to resolve any problems that arise between them consequent upon the Agreement through formal notices and bilateral meetings to find possible solutions.

16. – Applicable law and jurisdiction

  • 16.1 Without any prejudice to Article 14, this Agreement is governed by the laws of England and Wales.
  • 16.2 This contract is under the jurisdiction of the Courts of England.

Schedule 1

SERVICE DESCRIPTION

Schedule 2

PRICE LIST