Terms and conditions of use

INTRODUCTION

OPPER Italy is the creator and producer of the SaaS software called “andzup,” a B2B tool in the marketing and communication sector that includes the services “andzup Inserzionisti,” “andzup Agenzie,” and “andzup Excel” (described below).
The software processes personal data in accordance with the European regulation “GDPR,” acronym for “General Data Protection Regulation”.

The “CLIENT” is the legal entity subscribed to andzup, according to the terms of the attached and signed proposal submitted to OPPER Italy.
Once access is granted, the CLIENT, acting as a user, may use the andzup software, its contents, and the complementary services offered by OPPER Italy to meet its business prospecting needs, under the conditions provided for in this contract.
The CLIENT undertakes to use the software correctly, in accordance with the provisions of Legislative Decree No. 196 of June 30, 2003 concerning the protection of natural persons with regard to the processing of personal data and their free movement, updated on August 10, 2018 (Legislative Decree 101), and the European GDPR regulation, currently in force and future, as well as any other laws, recommendations, or regulations issued by the competent Italian and/or European authorities.
OPPER Italy agrees to grant the CLIENT the right to use the andzup software and privileged access to the complementary services.
The list of these complementary services is presented in detail in the commercial offer from OPPER Italy attached and signed by the CLIENT.

ARTICLE 1 – DESCRIPTIONS

andzup Advertisers: a section of andzup dedicated to the advertising clients’ market, created and regularly updated by OPPER Italy. It contains company data (company name, address, sector of activity, and website where available) of the main advertisers in the countries requested by the CLIENT, and professional contact details of employees (surname, first name, job title, phone number, fax, and email address where available). Access to andzup Inserzionisti is through a web interface created and developed by OPPER Italy.

andzup Agencies: a section of andzup dedicated to the creative and media agency market, created and regularly updated by OPPER Italy. It contains company data (company name, address, sector of activity, and website where available) of the main agencies in the countries requested by the CLIENT, and professional contact details of employees (surname, first name, job title, phone number, fax, and email address where available). Access to andzup Agenzie is through a web interface created and developed by OPPER Italy.

andzup Excel: a service that offers access to information from andzup Inserzionisti and andzup Agenzie through the web interface of a server hosted by a provider selected by OPPER Italy. It allows exporting of data in Excel format in accordance with the conditions specified in the commercial proposal and the provisions of this contract.

The “Data Subject” or “Interested Party”: the person whose data is collected, managed, disclosed, stored, and protected, following the expression of their free and informed consent to preliminary notice.

ARTICLE 2 – NOTICE

The CLIENT is familiar with and uses the Internet. The Internet is an open and informal network, consisting of the interconnection on an international level of computer networks using the TCP/IP protocol. There is no central authority responsible for the overall management of the Internet. Each portion belongs to a public, private, or independent entity. Its functioning is based on cooperation among network operators, without any obligation regarding service provision or quality among operators. Networks may have different transmission capacities and usage policies.
Consequently, it is impossible to guarantee the proper functioning of the Internet as a whole.

ARTICLE 3 – PURPOSE OF THE CONTRACT – TERMS OF USE

OPPER Italy grants the CLIENT a strictly personal, non-transferable, and non-exclusive right to use the andzup platform for its internal business prospecting needs. The andzup software remains the exclusive property of OPPER Italy, as the author.
In this regard, if the CLIENT is authorized, under the subscription formula specified in the attached commercial proposal, to extract and possibly duplicate on paper or other electronic media the data provided solely for the exclusive purposes listed below and for its own prospecting needs, it shall assume responsibility for the professional processing of such data as the Controller and Data Processor.
The CLIENT undertakes to indicate OPPER Italy’s copyright on any extracted or duplicated data and to delete such data immediately after use. It is strictly forbidden to store extracted or duplicated data on any type of media.

The CLIENT shall take all necessary measures to inform employees and collaborators of the provisions of this clause in accordance with Article 11 of Law No. 300 of September 29, 2000, concerning the assumption of administrative liability by companies on behalf of their employees.
The CLIENT is therefore duly recommended to convey OPPER Italy’s privacy policy to all personnel, business partners, and subordinates, ensuring the same standards of protection, security, and confidentiality for personal data.

The CLIENT is expressly prohibited from using the technologies, know-how, and content of the platform to create one or more similar, parasitic, and/or competing databases to andzup.
The CLIENT is prohibited from using andzup for any commercial exploitation, directly or indirectly, on behalf of third parties, whether paid or free of charge, without express written authorization from OPPER Italy. It is also forbidden for the CLIENT to transfer or sublicense all or part of the andzup database in any format or to subcontract andzup to third-party companies operating similar or identical activities.

In the event that:

• the CLIENT wishes to use all or part of the andzup database solely on behalf of third parties, or
• a company is acquired or comes under the control of the CLIENT and wishes to use all or part of andzup,

the pricing terms of the contract shall be renegotiated by mutual agreement in light of the new context.

OPPER Italy reserves the exclusive right to intervene in andzup to ensure its use is consistent with the agreed purposes and to correct any errors. Therefore, the CLIENT is prohibited from intervening or allowing third parties to intervene in andzup.

Furthermore, the CLIENT commits not to make any permanent or temporary copy, by any means or on any device, of all or part of andzup, nor to translate, adapt, reformat, or make any modified copies thereof.

ARTICLE 4 – TERM

The contract has an initial duration of one year from the date of signature.

ARTICLE 5 – INSTALLATION OF ANDZUP

andzup is installed on the OPPER Italy server, hosted on a provider chosen by OPPER Italy, and accessed via an Internet connection.

It is expressly stated that OPPER Italy has no obligation regarding performance or resource guarantees from the hosting provider. In the event of a physical server block, intervention times are 2 hours during working hours on business days, 8 hours on public holidays, and 48 hours on weekends.

OPPER Italy reserves the right to modify at any time the server’s technical specifications and the choice of provider, while guaranteeing performance equivalent to or better than those defined in the commercial offer.

Given the vastness of global networks, the different capacities of various sub-networks, peak traffic hours, and potential issues, OPPER Italy is not liable for damages caused by telecommunications networks.

OPPER Italy disclaims all responsibility if the server is unavailable due to force majeure or events similar to long-term outages of the public electricity grid, strikes, riots, wars, storms, earthquakes, failures of public telecommunications networks, and Internet disconnection caused by public or private providers used by the CLIENT.

ARTICLE 6 – LIABILITY

OPPER Italy’s obligations are limited to the execution of this contract, accepted unreservedly by the CLIENT.

OPPER Italy acknowledges that the database may contain errors or be incomplete. However, data is constantly updated. andzup commits to maintaining data accuracy in compliance with GDPR.

The CLIENT acknowledges that, due to the nature of the platform, the volume and variability of the data, and the frequency of changes, OPPER Italy cannot guarantee that the database will always be free of errors, complete, and up to date.

Use of andzup is entirely under the control, direction, and responsibility of the CLIENT, who uses the information at their own risk and assumes full responsibility for decisions made or actions taken, with no claims for damages against OPPER Italy.

OPPER Italy shall not be held liable for direct or indirect damages, including business issues of any kind, revenue or client loss, or reputational damage suffered by the CLIENT or third parties resulting from the use of andzup.

Any action against the CLIENT by third parties, especially related to the misuse of personal data in violation of GDPR, will be considered indirect damages, and thus not attributable to OPPER Italy.

In general, OPPER Italy is not responsible for commercial damages arising from inaccessibility to andzup, regardless of duration, or from errors or fraudulent use of the data by the CLIENT.

However, should OPPER Italy be found liable directly or indirectly in connection with this contract, any compensation shall be expressly limited to the amount of the annual subscription as stated in the signed proposal.

ARTICLE 7 – OBLIGATIONS

a) The CLIENT undertakes to use andzup exclusively for their own business prospecting needs, in compliance with these terms of use.

OPPER Italy guarantees it holds all necessary rights and documentation for the use of all software, or any tools covered by intellectual or industrial property rights owned by third parties.

b) The CLIENT is prohibited from disclosing all or part of andzup to third parties, for any reason. The CLIENT agrees to enforce this prohibition with all employees and authorized users.

andzup shall not be copied in any format, even partially, unless within the limits provided under Article 3.

In the event of termination of this contract by either party, the CLIENT agrees to permanently delete all andzup-derived data within 8 days of contract termination and cease any further use.

The CLIENT must provide proof of deletion in compliance with GDPR obligations concerning data return or erasure and the right to objection and erasure.

c) The CLIENT is responsible for ensuring proper use of andzup.

d) The CLIENT is obliged to:

ensure its company complies with the latest terms of use of andzup and take appropriate action if necessary;

adequately train its personnel;

inform staff of the risks of error in using the software.

e) The CLIENT declares it has implemented internal procedures to ensure secure installation and use of andzup by authorized users only, who are the only ones with access to login credentials.

ARTICLE 8 – RETENTION OF TITLE – CLIENT OBLIGATIONS

OPPER Italy declares itself as the author and producer of andzup.

As such, OPPER Italy is the sole holder of intellectual property rights over the software, database, and data that constitute andzup, as well as all documentation, reports, and studies produced as part of the services.

The CLIENT agrees:

• not to infringe upon OPPER Italy’s intellectual property rights or interests;
• not to bypass any of andzup’s integrated protection systems;
• to maintain copyright and proprietary notices on all data and documents from OPPER Italy;
• to respect OPPER Italy trademarks, names, acronyms, and signs, and to avoid public references to them;
• not to duplicate, in whole or in part, the software or its documentation;
• not to share the platform, its data, or documentation with unauthorized third parties.

ARTICLE 9 – CONFIDENTIALITY

Each party agrees to maintain the strictest confidentiality regarding all information related to the other party, andzup, its methods, and services accessed under this contract.

Each party shall ensure this obligation is respected by their personnel and anyone involved in executing the contract.

This obligation does not apply to independently developed information (i) or information that is public or becomes public without the involvement of either party (ii).

Each party shall implement suitable measures to protect the confidentiality of all information and documents exchanged.

ARTICLE 10 – PAYMENT TERMS

The CLIENT has accepted the pricing and options stated in the commercial offer.

OPPER Italy will issue an invoice including applicable taxes on an annual pre-paid basis, with payment terms agreed upon with the CLIENT. If an invoice remains unpaid beyond its due date and after an 8-day grace period from receipt of payment notice, OPPER Italy may suspend all services, including access to andzup.

Late payment interest will be applied automatically, calculated at 1.5 times the legal rate. The CLIENT will bear the consequences, including any price increases and delays.

ARTICLE 11 – COOPERATION BETWEEN PARTIES

OPPER Italy shall refrain from any external communications (press, social media, etc.) regarding this contract unless otherwise agreed in writing.

Both parties agree to work in good faith and communicate any operational difficulties promptly, to ensure collective success.

ARTICLE 12 – PRIVACY COMPLIANCE WITH GDPR

Both parties shall comply with Regulation EU 2016/679 (GDPR) and applicable national data protection laws.

OPPER Italy, as the Data Controller, must ensure the database content complies with GDPR, including notifying data subjects and obtaining their prior consent.  OPPER Italy must also respect the rights of access, portability, rectification, and erasure. The CLIENT becomes responsible for personal data from the moment it is provided via andzup. If the CLIENT complies with GDPR, it cannot be held liable for any prior non-compliance by OPPER Italy.

Upon exporting data using andzup Excel, the CLIENT assumes full responsibility for the data, including secure transmission, use, and storage.

OPPER Italy accepts no liability for any GDPR violations occurring after CLIENT-initiated data exports. The CLIENT must ensure compliance with national, European, and international regulations for all data transferred. The CLIENT may not hold OPPER Italy liable for any processing once data has been exported.

Furthermore, the CLIENT agrees to respect opt-out and erasure requests within 48 hours and to never hide the sender’s identity in emails. All emails must include an unsubscribe link and clear contact information for exercising data rights.

Non-compliance entitles OPPER Italy to claim contractual breach.

ARTICLE 13 – TERMINATION

If either party fails to comply with any provision of this contract, the other party may terminate the contract 15 days after sending a notice of default.

Either party may terminate the contract immediately in the event of dissolution, breach of confidentiality, GDPR violations, or failure by OPPER Italy to maintain professional liability insurance as per Article 6.

Consequences if:

• OPPER Italy terminates due to CLIENT breach (e.g., non-payment beyond one month), the CLIENT remains liable for outstanding amounts;
• the CLIENT terminates due to OPPER Italy’s breach, it may request a proportional refund for the unused subscription period.

ARTICLE 14 – CONSEQUENCES OF TERMINATION

Upon termination, the CLIENT shall delete all data obtained from andzup and refrain from any further use, or risk prosecution for infringement.

The CLIENT agrees to:

• delete CRM records without any commercial exchange;
• erase all data exports;
• remove andzup emails and data from mailing platforms.

ARTICLE 15 – CONTRACT TRANSFER

This contract is binding solely on the signatories.

Unless agreed otherwise, it passes to successors under Article 2558 of the Italian Civil Code, who may withdraw under Article 1467.

ARTICLE 16 – FORCE MAJEURE

In the event of force majeure as defined by Italian law, obligations are initially suspended. If it lasts over one month, the more diligent party may request termination.

ARTICLE 17 – ENTIRE AGREEMENT

This contract contains the entire agreement between the parties. Additional general or specific terms may only be added by signed written amendment.

ARTICLE 18 – PARTIAL INVALIDITY

If any clause is found to be null under applicable law or final court ruling, the remaining provisions shall remain valid.

ARTICLE 19 – AMENDMENTS

Any change to this contract must be made in writing and signed by both parties.

ARTICLE 20 – JURISDICTION

All disputes related to the interpretation or execution of this contract shall fall under the exclusive jurisdiction of the Court of Turin, including summary proceedings.

ARTICLE 21 – DOMICILE

For the execution of this contract, each party elects domicile at their respective registered offices.

ARTICLE 22 – APPLICABLE LAW – JURISDICTION

This contract is governed by Italian law, both in substance and form. It is written in Italian; in case of translation, the original version shall prevail. Disputes shall be subject to the exclusive jurisdiction of the Court of Turin.

ARTICLE 23 – INDEPENDENCE OF THE PARTIES

This contract is entered into by independent parties. No clause shall be construed as authorizing one party to act on behalf of the other, or as creating a partnership or joint venture. The CLIENT acknowledges that OPPER Italy is not bound by exclusivity and may freely organize its activities. No subordination exists—only a commercial, contractual relationship.

OPPER Italy retains full autonomy and declares it shall avoid dependency on this contract. In case of undesired circumstances, OPPER Italy will act promptly and notify the CLIENT in writing. This duty to inform does not constitute CLIENT interference in OPPER Italy’s management. The CLIENT cannot be held liable for OPPER Italy’s lack of diversification.