Parties
Between
The company Bancomail S.p.A. (hereinafter referred to for brevity as Bancomail), a company incorporated under Italian law, with registered office in Genoa, Via D'Andrade 34/106, 16154, registered with the Genoa Register of Companies under no. 506965, tax code and VAT no. 02727350999
on the one part
And
The business, company or legal entity as indicated in the data entered in the order (hereinafter referred to for brevity as Customer)
on the other part
Article 1 - Preamble
For the purposes of this agreement, the Customer declares to be aware of the following:
a) the websites bancomail.it, bancomail.com and the Bancomail trademark are entirely owned by Bancomail S.p.A.
b) for the purposes of this agreement, any document, data, product or transaction, including via the internet, using the name, trademark, logo (or other comparable material) of Bancomail shall be deemed to fall within the exclusive competence and responsibility of Bancomail S.p.A., of which they constitute a valid equivalent for all intents and purposes without limitation or exclusion, save for any unlawful use by unauthorised third parties.
Article 2 - Purpose
The primary purpose of this agreement is the sale and purchase (both online and offline) of categorised lists of businesses (hereinafter referred to for brevity as "Data") and its secondary purpose is software products and/or consultancy services connected with or relating to the primary purpose (hereinafter referred to for brevity as "Products"). For matters not specifically provided for in the following clauses, the provisions of the Italian Civil Code relating to contracts of sale (Articles 1470 et seq. of the Italian Civil Code) shall apply.
Article 3 - The Customer qualification
The Customer declares that it enters into this contract of sale for purposes relating exclusively to its business or professional activity.
Article 4 - Payment terms and conditions
The price for the purchase of the Data shall be paid as follows:
a) in the case of online sales, in a single payment upon conclusion of the agreement by bank transfer, credit card via the secure BancaSella or PayPal circuits, or previously purchased credits as referred to in Article 5.
b) in the general case of offline sales, unless otherwise specified, by advance bank transfer.
c) in the case of a different agreement, and in any event one validated by a written note from the management of Bancomail, on deferred terms that vary according to the characteristics of the order.
Article 5 - Purchase and use of Registry Credits
The Customer is given the possibility to purchase, in the form of "Registry Credits" (hereinafter Credits), batches of registry records at a predetermined price, in order to benefit from the economic advantage linked to the size of the package and the related CPA (Cost per Registry record). Such Credits may not be converted back into a monetary amount.
Credits do not expire and may be used, in the quantity desired by the Customer, to place online orders, by deducting them from the resulting total of registry records.
Article 6 - Warranty
Bancomail warrants:
a) the functionality of the email addresses relating to the Data covered by this agreement. The warranty is valid for 60 (sixty) days from receipt of the database and is subject to compliance with the terms set out on the page https://www.bancomail.it/database/condizioni-garanzie
b) the lawfulness of the collection and subsequent processing of the data in full compliance with the legislation in force (Regulation (EU) 2016/679 and Italian Legislative Decree D. Lgs. 30 June 2003, no. 196 as supplemented and amended by Italian Legislative Decree D. Lgs. 10 August 2018, no. 101)
c) any liability or warranty beyond the above is excluded, without prejudice to the limits set out in Article 1229 of the Italian Civil Code.
Article 7 - Delivery times
The terms of supply may vary in timing and manner due to the checks on the lists that Bancomail carries out in the period following the purchase. Such checks are carried out to safeguard the validity of the Data supplied to the Customer. Any delay due to direct or indirect causes relating to such checks cannot be attributed to Bancomail but is without doubt a binding part of this deed, and is deemed known to the Customer, who consents thereto by entering into the agreement.
Article 8 - After-sale service
Should the Customer need to request a copy of the goods purchased, it shall be provided by Bancomail free of charge where Bancomail is in a position to do so without additional burden; otherwise a minimum charge, to be determined at the time, shall apply. It is the Customer's responsibility to keep the Data and Products protected and with a backup copy.
Article 9 - Use of data. Liability
The use of the Data and/or Products covered by this agreement by the Customer is restricted and limited solely to the activities permitted by the legislation in force, and in particular Regulation (EU) 2016/679 and Italian Legislative Decree D. Lgs. 30 June 2003, no. 196 as supplemented by the amendments introduced by Italian Legislative Decree D. Lgs. 10 August 2018, no. 101 laying down "Provisions for the adaptation of national legislation to the provisions of Regulation (EU) 2016/679". In the event that the Data are used for unlawful activities or in a manner not compliant with the provisions of law, Bancomail reserves every right of action against the Customer and disclaims all liability towards third parties.
For the part of the Data that constitutes personal data, from delivery the Customer acts as independent controller pursuant to Regulation (EU) 2016/679. In particular, the Customer undertakes to:
a) provide the data subjects with the information notice referred to in Article 14 of the Regulation, indicating Bancomail S.p.A. as the source of the data;
b) choose the contact channel and verify the conditions for its lawfulness, including consent where required by the legislation applicable to the channel and to the country of destination;
c) promptly act upon objection and erasure requests received from data subjects.
For guidance on the contact rules in the various countries, the Customer may consult Bancomail's B2B email guide*, made available for information purposes only, which does not constitute legal advice nor replace the checks for which the Customer is responsible as controller.
Article 10 - Payments delay
If for any reason payment is not made within the agreed terms (see Article 4), interest shall be due to Bancomail at the rate established by Article 5 of Italian Legislative Decree D.lg. 9/10/2002, no. 231.
Article 11 - Obligation to hold harmless
The Customer undertakes to compensate, hold harmless and/or indemnify Bancomail (as well as its employees, collaborators and lawful representatives in any capacity) in the event of claims for damages and/or legal actions brought by anyone against Bancomail itself and before any court, as a result of the unlawful use of the Data or use otherwise not compliant with the applicable legislation or with the obligations set out in Article 9 of this agreement.
Article 12 - Processing of personal data of the Customer
To the extent necessary, it being understood that under the legislation in force personal data is any information relating exclusively to a natural person, the Customer acknowledges that Bancomail S.p.A. will process the data in accordance with the legislation in force and as set out in the information notice provided pursuant to Article 13 of Regulation (EU) 2016/679, on the basis of Article 6(1)(b) and (c) of the Regulation, since the processing of such data is necessary for the performance of an Agreement to which the Customer is a party, solely and exclusively for the provision of the services described, including tax and fiscal obligations and service communications. The provision of the data is mandatory in order to allow compliance with legal obligations. Bancomail authorises similar processing of its data by the Customer.
Article 12-bis - Transfer of Data outside the European Economic Area
- This article applies where the Customer is established in a country outside the European Economic Area that does not benefit from an adequacy decision of the European Commission pursuant to Article 45 of Regulation (EU) 2016/679. For the purposes of this article, the country indicated by the Customer in the billing details of the order shall prevail.
- In such cases, for the part of the Data that constitutes personal data, by accepting this agreement the parties enter into the standard contractual clauses approved by Commission Implementing Decision (EU) 2021/914 of 4 June 2021, Module One (controller to controller transfer), which are deemed to be incorporated herein in their entirety and accepted without amendment, and whose official text is available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj. Bancomail acts as data exporter and the Customer as data importer. The information required by the annexes to the clauses is set out in Annexes A and B to this agreement.
- For the purposes of the standard contractual clauses: Clause 7 does not apply; the competent supervisory authority pursuant to Clause 13 is the Garante per la protezione dei dati personali; pursuant to Clause 17 the clauses are governed by Italian law; pursuant to Clause 18 disputes shall be resolved by the courts of Genoa.
- In the event of conflict between the standard contractual clauses and the other provisions of this agreement, the standard contractual clauses shall prevail.
Article 13 - Claims
For Professional Customers in B2B transactions, the right of withdrawal does not apply. In any event, given the reproducible nature and, in particular, the transfer of the Data, the Download of the package supplied is tracked and confirms the Customer's intention to purchase, preventing any "change of mind". For any defects, the following instructions and the Warranties described in Article 6 (Warranty) are in any case guaranteed.
Upon receipt of the Products and/or Data, the Customer must immediately check their condition and conformity. Any faults and defects must be reported to Bancomail no later than seven days from their discovery, failing which the right shall lapse. The Customer must allow all checks relating to the claims. In particular, the data must be produced in the same format in which they were received: preferably flagged directly on the same document as received.
Article 14 - Transferability
Bancomail may assign, in whole or in part, to third parties the rights and obligations undertaken under this supply agreement.
Bancomail reserves the right to verify the manner in which the products and/or services covered by the supply are transferred to third parties and, where appropriate, to prohibit such transfer at its sole and unquestionable discretion.
Article 15 - Applicable law. Competent court
This agreement is governed by Italian law. Any dispute that may arise in connection with the interpretation, performance or termination of this agreement shall fall within the jurisdiction of the Court of Genoa, to the exclusion of any other court.
Article 16 - Miscellaneous provisions
These provisions supersede any previous agreement relating to the supply of data, products and services specified in the purpose (see Article 2 above) by Bancomail. Any amendment and/or addition to these contractual terms must be set out in a deed signed by both parties.
*available at the page https://www.bancomail.it/email-marketing/guida-email-b2b/
Annex A - Description of the transfer (standard contractual clauses, Module One)
A. List of parties
Data exporter: Bancomail S.p.A., Via D'Andrade 34/106, 16154 Genoa, VAT no. 02727350999. DPO: Avv. Luca Mazzeo, [email protected]. Role: controller.
Data importer: the Customer, as identified by the data entered in the order. Role: controller.
Relevant activities: supply of categorised lists of businesses under this agreement.
B. Description of the transfer
Categories of data subjects: self-employed professionals and owners of sole proprietorships whose data coincide with those of their business. The other records concern legal entities and do not constitute personal data.
Categories of data: company name, address and geographical data, business telephone, fax, email and certified email (PEC), website, VAT number, legal form, business category, turnover, employees, share capital, year of incorporation, corporate social media profiles.
Sensitive data: none. No special categories of data nor data relating to criminal convictions and offences are transferred.
Frequency: one-off for each order.
Nature of the processing: making a file available via protected download.
Purpose: search for customers, suppliers and business partners by the data importer, in the context of its business or professional activity.
Retention period: determined by the data importer, for the time necessary for the purpose and in any event no longer than permitted by the applicable law.
Onward transfers: permitted only under the conditions of Clause 8.7.
C. Competent supervisory authority: Garante per la protezione dei dati personali (Italian Data Protection Authority), Piazza Venezia 11, 00187 Rome.
Annex B - Technical and organisational measures of the data importer
The data importer undertakes to adopt at least the following measures, appropriate to the nature of the data:
a) access to the Data limited to the staff who need it for the stated purpose, with personal credentials;
b) storage on password-protected systems, with regular security updates and protected backup copies;
c) prompt handling of objection and erasure requests received from data subjects, with the relevant contacts excluded from any subsequent use;
d) indication of Bancomail as the source of the data in the information notice provided to data subjects;
e) erasure of the Data at the end of the purpose or of the retention period.