General conditions of the license to use the Condeo platform

1. Recitals and definitions

These general terms and conditions of use license (hereinafter, together with the documents attached thereto, which form an integral and substantial part thereof, also the "General Conditions") govern the terms and conditions of use under which Bake Two S.r.l., with registered office in Milan, via Carlo Farini no. 5, tax code, VAT number and Milan Monza Brianza Lodi Companies Register registration number 11790900960 (hereinafter also the "Company") grants the Customer a temporary, non-exclusive, non-transferable, non-sublicensable and revocable license to use the software solution called "Condeo" (hereinafter, the "Platform") hosted on the Company's technological infrastructure, which the Customer may access through the website web.condeo.com (hereinafter, the "Site") or by downloading the "Condeo" mobile application available for iOS and Android (hereinafter, the "App"), in order to make use of the functionalities and services of the Platform detailed in the Order (hereinafter, the "Services"), in exchange for payment to the Company of the consideration indicated in the Order itself.

Hereinafter, the expression the "Agreement" shall mean these General Conditions, including all the terms and conditions of the use license contained herein, including the recitals, the Order and any other orders signed between the Parties, as well as any amendment and/or attachment that is added or may be added to complete or modify the Agreement itself.

The recitals and any attachments constitute an integral and substantial part of the Agreement.

In the event of discrepancy or conflict between what is provided for in these General Conditions and what is provided for in the Order (or in subsequent Orders signed between the Parties) or in the other attachments, the following order of precedence will apply: (1) each Order signed between the Parties; (2) General Conditions; (3) any other attachments.

The Company reserves the right to modify these General Conditions at any time and at its sole discretion, by publishing a new version thereof on the Site and on the App. In such case, the Customer will be asked to accept the new conditions in order to continue using the Platform. It will be the Customer's responsibility to check the applicable terms and conditions and periodically check for updates made. The Customer acknowledges and accepts that, should it not accept the new version of the General Conditions, the Company may discontinue its use of the Platform.

The Company has developed the Platform as a cloud-based Software as a Service, i.e. without the need for installation on PCs or other devices, which uses artificial intelligence to organize the relationship between condominium Property Managers, the owners of the real estate units and the service providers for ordinary and extraordinary maintenance of the buildings, and allows condominium property managers to simplify and make more efficient the relationship with their respective Managed Condominiums, including the possibility of offering certain services directly online.

In order to request and purchase the Services, the Customer must be of legal age (18 years) and have the legal capacity to act, which the Customer declares to possess.

Any costs for Internet connection to the Site and/or the App, including telephone costs, are exclusively borne by the Customer and/or each User, according to the rates applied by the operator selected by the Customer and/or User.

In addition to the definitions present in other parts of the General Conditions, the terms and expressions listed below, when shown with an initial capital letter, shall have the meaning attributed to them in this paragraph:

• Updates and Developments: means all updates, supplements, adaptations, developments, improvements and modifications generally made by the Company to the Platform;
• Customer: means the Condominium Property Manager indicated in the Order as the applicant and user of the Platform;
• Consideration: means the sums, indicated in the Order, that the Customer will pay to the Company for the provision of the Services;
• Access Credentials: means the authentication system through which it is possible to access and use the Platform to make use of the Services, including identification codes and access keys provided by the Company to the Customer via the link during registration and associated with each user;
• License: indicates the non-exclusive, non-transferable, non-sublicensable, temporary "SaaS" use license, limited to the maximum number of users indicated in the Order (where more than one user is available for the type of subscription selected by the Customer) of the Platform, granted solely for the purpose of allowing the Customer to make use of the Services indicated in the Order;
• Services: indicates the various services offered by the Company, governed by their respective terms and conditions, including the License of the Platform;
• Order: means the electronic form, completed and accepted online by the Customer, containing certain terms and conditions specifically applicable to the Services indicated in the Order itself. It remains understood that, unless otherwise agreed between the Parties, in the event of discrepancy between the terms and conditions indicated in the Order and these General Conditions, the provisions of the Order shall prevail;
• User Account: means the profile created by the User according to the procedure described below, based on the Access Credentials;
• User: means each employee/collaborator of the Customer, authorized by the latter to use the Access Credentials to access and use the Platform in order to make use of the Services, where this is permitted based on the type of subscription selected;
• Parties: means, jointly, the Company and the Customer.

2. Registration on the platform - completion of the subscription purchase

In order to use the Platform's services, the Customer must register a User Account, which may be done online by accessing the Site or downloading the App. The Customer must then verify the technical requirements necessary to use the Platform on their own devices, follow the instructions and fill in the fields required in the registration form, namely first name, last name, email address, choosing a password.

The Customer must complete the registration process on the Platform by creating their profile (business name, address(es) of registered office(s), tax code/VAT number, email address, phone number) and, if interested in obtaining more services and functionalities than those included in the free "Start" profile, may select one of the available paid annual subscriptions, the specific terms and conditions of which are detailed on the Site and which the Customer declares to have fully understood. The paid subscriptions are structured on 2 (two) different levels that guarantee the Customer access to numerous App functionalities that increase according to the subscription level. Subsequently, the Customer will view a summary of the order to be executed, the content of which may be modified: the Customer, after careful reading, must then expressly approve these General Conditions, through the appropriate check-box present on the Site and/or on the App, and finally, through the "Go to payment" button, the Customer will be asked to confirm their order, which will then be definitively sent to the Company and will produce the effects described in Article 2.8 below. The Customer will also be asked to choose the payment method, from among those available, and register it on the Platform; the payment method registered by the Customer will be the one used for payments of the amounts owed to Condeo in consideration of the Services purchased and used by the Customer. Data relating to the payment method selected by the Customer will be communicated via a secure connection. For accounting and administrative purposes, the Company reserves the right to verify the information provided by the Customer. Once registration is complete, the Customer will receive, at the email address provided during registration, a confirmation email and will be able to access their profile. The Customer undertakes to provide an email address that they guarantee to legitimately have and to which they declare they regularly have access, and also undertakes to promptly update their registered email address on the Site in the event of a change. The Company also reserves the right to verify, validate and subject to checks the profile created by the Customer and the data provided at the time of registration for the purposes of providing the Services, where it has reason to believe that the email addresses provided and/or other data are not valid and/or legitimately used and/or legitimately created.

The Customer may modify the profile created during registration at any time, by accessing the "Profile" section.

The Customer undertakes to keep, preserve, use and keep secret the Access Credentials with the utmost care and diligence, also in order to prevent their use by unauthorized third parties. The Customer is prohibited from transferring, on any grounds, to third parties, the Access Credentials or allowing access through external authentication systems of the Site and/or the App.

In this regard, the Customer acknowledges and accepts that (a) knowledge by third parties of the Access Credentials (or access through external authentication systems) could allow such third parties to make improper use of the Site and/or the App and/or the Platform and/or the Services; (b) the Company will not be liable for damages caused to the Customer and/or third parties by the knowledge, or use, of the Access Credentials (or access through external authentication systems) by third parties, including as a result of failure to observe the above; (c) any activity carried out using the Customer's Access Credentials (or access through external authentication systems) will be deemed to have been carried out by the Customer to whom the relevant Access Credentials are associated, and the Customer will be held responsible for such use.

The Customer in any case undertakes to hold harmless and keep the Company indemnified from any claim that may be brought against it, on any grounds, for violations of the provisions set out in this Article 2.

The purchase Order sent by the Customer to the Company through the Site or the App has the value of a contractual proposal and is governed by these General Conditions, which form an integral part of the Order itself and which the Customer, by sending the Order to the Company, is required to accept fully and without reservation. Before completing registration in order to use the Platform at the "Start" level and, if selected by the Customer, the purchase of a paid subscription, by sending the Order, the Customer will be asked to carefully read these General Conditions, as well as the functionalities and service levels of the Platform included in the "Start" level and in the type of subscription that may be selected.

The Customer's Order is accepted by the Company by sending the Customer, at the email address provided at the time of registration on the Platform, a confirmation email for the Order, which will show a summary of the order placed, including a detailed indication of the type and price of the subscription, as well as the text of these General Conditions in .pdf format attached to the same email.

Each purchase agreement for the Products is deemed concluded at the moment the Customer receives confirmation of the order from the Company by email.

3. Use of the platform and enjoyment of the services

The Customer may use the Platform and the Services exclusively for personal use, in the manner expressly indicated in this Agreement and in compliance with the law. In doing so, the Customer must comply with any technical limitation of the Platform and the Services and the intended manner of use. By way of example and without limitation, the Customer may not:

• circumvent the technical limitations present in the Platform, sell, rent, transfer, license, distribute, modify, decompile or reverse engineer the Platform and/or the Services, nor attempt to trace the source code of the Platform and/or the Site and/or the App, or create derivative works based on the Platform and/or the Site and/or the App;
• publish the Platform to allow it to be duplicated by others;
• publish false, inaccurate, misleading, defamatory or slanderous data and/or information (concerning natural or legal persons);
• create fake profiles or duplicate or multiple profiles;
• use the Platform and/or the Services for purposes contrary to these General Conditions and/or the law.

Failure to comply with this provision will result in termination of the relationship, with consequent interruption of access to the Platform.

The Customer acknowledges that in order to use the Platform and/or the Services, they must equip themselves with the electrical, electronic or other equipment, software, telephone and/or network services and anything else necessary, and that, therefore, the Platform and the Services do not include the provision by the Company of the tools necessary for access to the internet network. The Customer also undertakes to keep the Company indemnified from any claim that may be brought against it, on any grounds or in any way related to the unsuitability of the hardware and/or network and/or software systems used to enable proper use of the Platform and/or the Services. The Customer acknowledges that the internet network is not controlled by the Company and that, due to the particular structure of said network, no public or private entity, nor the Company, is able to guarantee and monitor the performance and functionality of the branches of the network or to control the content of the information transmitted through its own network. For this reason, no liability may be attributed to the Company for the transmission or reception of illegal information of any nature and kind.

The Customer acknowledges and accepts that the Platform is provided under license "as is" and is characterized by continuously evolving technology; for these reasons, the technical characteristics of the Platform and the conditions of the offer may be modified when this is made necessary by technological developments and by supply and/or organizational needs. The Company may vary the technical characteristics, systems and resources as a result of the normal technological evolution of the hardware and software components, guaranteeing the Customer the same basic functionalities.

By signing this Agreement and activating their account through the use of the Access Credentials, the Customer is deemed to be solely and exclusively responsible for the use of the Platform. The Customer acknowledges that they are solely responsible for the content entered, present, transiting and/or stored on the servers hosting the Platform, and undertakes to use the Platform and the Services exclusively for lawful purposes permitted by the applicable legal provisions, by the rules of diligence, morality and public order, and in any case without infringing any third-party rights.

The Company is not required to verify the data and content stored in the virtual infrastructure, except where this is necessary to comply with legal provisions, at the request of the Judicial Authority or another competent Authority, or at the Customer's specific request for technical support reasons requested by them, and therefore cannot in any way be held liable for the nature and characteristics of such data, nor for any errors and/or omissions therein, nor for any direct and/or indirect damages arising to the Customer and/or third parties from the use of such data.

The Customer undertakes to hold harmless and keep the Company indemnified from any cost, expense or damage that may be caused to it as a result of actions by third parties, including public authorities, resulting from violation of the obligations set out in this article.

The Customer acknowledges and accepts that through the use of the Platform they may only make use of the Services within the limits of the functionalities and service levels of the "Start" version and, if selected by the Customer, of the relevant subscription selected and indicated in the Order, and therefore, in order to obtain additional services (where available) and/or greater functionalities and/or service levels, the cost of which will vary according to the Customer's needs, the Customer will be required to contact the Company through the Site and/or the App.

The Customer acknowledges and accepts that the activities to be carried out by the Company under this Agreement are to be understood as obligations of means and not of result, and therefore nothing may be claimed by the Customer against the Company for any failure to achieve any objectives in relation to and/or in connection with the subject matter of the Services.

The provision of the Platform and/or the availability of the Services does not confer on the Customer any exclusive right. Therefore, the Company may offer the Platform and/or the Services also in favor of third parties and/or competitors of the Customer.

The Platform will also give the Customer the possibility of offering, directly from the Site and the App, their own services (e.g.: automation of the privacy collection process, management of extraordinary maintenance intervention requests, sharing of useful documents, etc.) to their managed condominium owners, so that the latter may purchase such services online, making payment of the relevant consideration through the Platform, and in particular through the third-party payment system "Stripe", directly in favor of the Customer. For this purpose, the Customer must upload to their Platform account the information of their Stripe account, in order to allow their managed condominium owners to make the aforesaid payments. The Customer acknowledges and accepts that the Company does not provide the services offered by the Customer, nor is it in any way involved in the phase following that of contact between the Customer and their managed condominium owner and/or supplier of the managed condominium, and therefore, the Company is in no way involved in the negotiation between the Customer and such third parties, nor in the provision of services by the Customer in favor of such third parties. Therefore, the Company cannot in any way be held liable for any damages suffered by parties with whom the Customer interacts through the Platform as a result of the performance, or lack of or incorrect performance, of the services by the Customer, who is solely and exclusively responsible for them, including with regard to tax aspects (issuance of the relevant tax document), holding the Company harmless and indemnified from now against any action or claim by the Interested Parties.

4. Suspension and/or interruption of the platform and the services

The Customer acknowledges and accepts that the Company may suspend and/or interrupt access to and/or use of the Site and/or the App and/or the Platform and/or the Services in order to carry out ordinary or extraordinary maintenance interventions that are appropriate and/or necessary either to the premises hosting the infrastructure or to the servers and/or equipment contained therein. In such cases, the Company undertakes to restore the Site and/or the App and/or the Platform and/or the Services, as the case may be, in the shortest possible time in order to reduce the inconvenience caused to the Customer.

The Company also has the right to suspend and/or interrupt the provision of the Site and/or the App and/or the Platform and/or the Services:

• in the event of improper use or violations of this Agreement by the Customer;
• in the event of faults and/or malfunctions of the network and equipment supplying the Site and/or the App and/or the Platform and/or the Services due to fortuitous events or force majeure or that pose a danger to the network, to persons and/or property, as well as in the event of unplannable and/or unforeseeable and technically indispensable modifications and/or maintenance;
• where there are justified reasons of security and/or confidentiality assurance;
• in the event of incorrect or non-compliant use of the Site and/or the App and/or the Platform and/or the Services by the Customer, or in any case failure by the Customer to comply with legal obligations regarding the use of IT services and the internet network;
• in the event of problems with the Site and/or the App and/or the Platform and/or the Services that cannot be remedied without suspending or interrupting, respectively, the Site and/or the App and/or the Platform and/or the Services, in any case informing the Customer about the intervention and resolution times for the problems encountered.

In any case, the Customer must notify the Company, within 12 (twelve) hours of any discovery, by email at info@condeo.com or through the relevant page of the Site, of any irregularities or malfunctions of the Site and/or the App and/or the Platform and/or the Services. Any damages caused by a delayed notification by the Customer will not be attributable to the Company.

5. Limitations of liability

The Customer acknowledges and accepts that the Company's activity in the context of the Services offered on the Site and the Platform consists exclusively of offering the Customer a cloud platform that simplifies the relationship and management between condominium property managers, condominium owners and service providers and craftsmen (electricians, plumbers, gardeners, etc.), as well as serving as an "events diary" for the condominium. The Customer expressly acknowledges and accepts that the Company makes no express or implied representations or warranties that the Platform and/or the Services are suitable to meet the Customer's needs or that they are error-free. The risk arising from the use or performance of the Platform, including any lost earnings or loss of revenue, remains with the Customer. Therefore, the Company, with regard to the provision of services offered by the Customer to their managed condominium owners through the Site/the Platform, is in no way a contracting party, interposed and/or implicit and/or indirect, of the users and/or third parties, with the direct consequence that (i) it has no role in the obligatory and/or contractual relationship (as well as in the related liabilities) that is established exclusively between the Customers and the managed condominium owners and their respective suppliers, (ii) it does not carry out any control, nor does it assume any liability regarding the quality, safety, lawfulness and correctness of the performance of the services offered by the Customers and possibly provided by them according to the terms agreed between the Customer and each managed condominium owner and/or supplier.

Without prejudice to the above, the Company may furthermore not be held liable in any way for:

• any loss of goodwill or business reputation, of profit, of data, whether direct or indirect or consequential;
• any loss or damage, direct, indirect or consequential, that the Customer might suffer as a result of (i) any reliance placed on the completeness, correctness or existence of any content published, respectively, by the Customer and/or the managed condominium owners on the Site or through the Platform, (ii) the deletion, corruption, or failure to store, any content, as well as communication of data, maintained or transmitted, from or through the use of the Services by the Customer and/or the users of the Platform, (iii) the failure to send accurate information by each user of the Platform.

The Customer acknowledges and accepts that the Company makes no express or implied representations or warranties that the Platform and/or the Services are suitable to meet the Customer's needs or that they are error-free. The risk arising from the use or performance of the Platform, including any lost earnings or loss of revenue, remains with the Customer.

The Company disclaims any liability, both towards the Customer and towards third parties, for delays, malfunction, suspension and/or interruption in the provision of the Platform and/or the Services if caused by:

• fortuitous events and force majeure, understood to mean, by way of example and without any limiting intent, lockouts, strikes, absolute lack of means of transport, war, riot or other military actions, pandemics, epidemics, floods, fires, lightning, explosions, accidents, power interruptions, interruptions, malfunctions or overloads of telephone or data lines, delays or defaults by third-party suppliers of the Parties or any other event beyond the reasonable control of the Parties that prevents the full and proper fulfillment of the obligations under the Agreement on its part;
• malfunction or non-conformity of the hardware and/or software and/or connection equipment that the Customer has equipped themselves with or otherwise uses;
• use of the Platform and/or the Services by the Customer not in compliance with this Agreement.

The Company will not be held liable for content, data and information entered within the Platform by the Customer, nor will the Company carry out any control over the use of the Platform by Users.

Except in cases of willful misconduct or gross negligence, the Company will not be liable for any damage, loss of profit, loss of data or any indirect or consequential damage of any kind, however arising from the use of the Platform.

In light of the above, the Customer, now for then, declares that they will have nothing to claim as a refund and/or compensation for damages against the Company in the event that the failure and/or incorrect use of the Platform and/or the Services is attributable to the circumstances indicated above.

Without prejudice to the above, the Company's liability towards the Customer - including for claims that may be brought by third parties against the Customer - relating to the provision of the Platform and/or the Services under this Agreement, is limited to actual damages and may not in total exceed (for any type of damage) the consideration spent by the Customer for the Services provided under this Agreement in the 12 (twelve) months preceding the occurrence of the damage.

6. Term, withdrawal and unilateral amendments

In the event of selection of a paid subscription, the Customer may use the Platform, at that particular service level and with the related functionalities, for the entire duration provided for by the relevant subscription taken out, as indicated in the Order. Upon expiry, the Agreement and the related license to use the Platform will automatically renew for a further similar period, unless notice of cancellation is expressly given by the Customer to the Company, with at least 24 (twenty-four) hours' notice before the relevant expiry, through the relevant page of the Site and/or through the "Contacts" section of the App. In the event of cancellation by the Customer, the Customer will be required to pay the Consideration until the end of the subscribed subscription period, if the relevant amount has not already been paid in advance, with no right to any refund. In the event of termination of the paid License, the latter will be disabled and the Customer may use the Platform exclusively in the "Start" profile version, where available. The Customer may request from the Company by email, within and no later than 30 (thirty) days from the termination of the License, the personal data relating to the Services present on the Platform and, in particular, on their account. The Customer acknowledges that once this period has elapsed, it will no longer be possible to recover data entered and/or processed by the Platform, and undertakes, now for then, to promptly obtain a copy of the same before the definitive termination of the Agreement using the methods indicated above. The Customer releases the Company, now for then, from any and all liability for any loss or total or partial damage to data and/or information and/or content entered and/or processed by the Customer.

The Company reserves the right to withdraw from the Agreement at any time and without any obligation to state reasons, giving written notice to the Customer, with at least 30 (thirty) days' notice. Once the aforesaid term has elapsed, the Agreement shall be deemed terminated and/or ended, and the Company may at any time deactivate the Customer's account without further notice, and shall refund the Customer the amount of any subscription already paid relating to the period during which the Customer did not make use of the Service due to the Company's withdrawal. In any case, any other liability of the Company for the exercise of the right of withdrawal and/or for the Customer's failure to use the Platform and/or the Services, or the consequent right of the Customer to claim any other refund, indemnity or compensation of any kind, remains expressly excluded.

The Customer acknowledges and accepts that (a) the Site and/or the App and/or the Platform and/or the Services are characterized by continuously evolving technology, and for these reasons the Company reserves the right to carry out Updates and Developments and therefore to modify for the better the technical and economic characteristics thereof, of the related tools, and to vary the conditions of the Agreement at any time, even after it has been signed, without this giving rise to any obligation of any kind on the part of the Customer, (b) the Updates and Developments may (i) result in the modification or elimination of certain functionalities of the Platform, or (ii) consist of replacements or migrations, even partial, of the Platform and the related Services.

The Customer releases the Company from any liability connected to any damages arising from potential Updates and Developments, except where such damages arise from willful misconduct or gross negligence on the part of the Company.

The Company reserves the right to modify the subscription conditions of each Service, including the consideration due for each subscription plan, upon notice to the Customer to be sent at least 30 (thirty) days in advance to the email address indicated in the Customer's profile. The modification will be effective for the Customer starting from the next renewal of the subscription plan, it being understood that the Customer will remain free not to renew their subscription.

7. Consideration and payment methods

The Customer is required to pay the consideration for the use of the Platform and the Services covered by this License, as specified in the Order, in compliance with the terms indicated therein.

Failure to pay, in whole or in part, by the Customer of any amount due under this Agreement authorizes the Company to suspend the Customer's use of the functionalities relating to the selected subscription level, upon notice to the Customer, without prejudice to the Customer's obligation to pay what is due for the service already provided. Reactivation of the subscription and the related functionalities will take place upon the Customer's request and only following payment of the amount due by the Customer.

The consideration indicated on the Site and in the App is understood to be exclusive of VAT; the relevant payment term, unless otherwise indicated in the form, is upon receipt of invoice. In the event of late payment of the consideration due by the Customer under this Agreement, the Customer will owe the Company default interest under the terms and conditions of Legislative Decree no. 231/2002, as amended.

8. Intellectual property rights

The Customer is required to use the Site, the App, the Platform and the Services in compliance with the intellectual and/or industrial property rights of the Company. The Customer accepts and acknowledges that ownership of the Platform, the Site and the App, including the related source code and any Updates and Developments made by the Company, of the related documentation, as well as all rights of economic exploitation thereof, remain exclusively with the Company. Any material that is subject to third-party intellectual and/or industrial property rights and that is made available to the Customer through the Site and/or the App and/or the Platform and/or the Services will be used by the Customer in compliance with such rights. The Customer assumes all responsibility in this regard, and undertakes to hold harmless and indemnify, now for then, the Company from any adverse consequence. The License does not involve the transfer or acquisition of any intellectual property rights over the Platform or the Services to the Customer.

Ownership of all rights over trademarks, logos, names and other distinctive signs in any way associated with the Site, the App, the Platform and the Services belongs to the Company, with the consequence that the Customer may not use them in any way without the prior written authorization of the Company.

Should the Customer violate the Company's industrial or intellectual property rights, the Company reserves the right to terminate the Agreement pursuant to Article 1456 of the Italian Civil Code.

The Customer may display their distinctive sign on their control page and on the pages dedicated to the use of the Platform. For these purposes, the Customer grants the Company a license to use such signs on the Platform, on a non-exclusive, non-transferable basis, limited to the duration of the subscription. In addition, the Customer grants the Company the possibility of mentioning their name as a customer of the Company on the website and in any presentation communications of the Company's services, unless otherwise communicated in writing to the Company.

The Customer will retain sole ownership of all data, information and files entered and uploaded to the Platform or arising from its use. It remains understood that the Company may use this data for study, statistical or improvement purposes for its own services and the Platform, even after the termination of the relationship or subscription.

The Customer guarantees that they are not a direct competitor of the Company and that they do not access the Platform for the purpose of monitoring its availability, performance or functionality or for any other monitoring or competitive purpose. Failure to comply with this provision will result in termination of the relationship, with consequent interruption of access to the Platform pursuant to Article 11 below.

The Customer is solely responsible for the truthfulness, correctness and updating of the content published by them on the Platform, as well as for all the consequences of its publication. The Company disclaims all liability in relation to such content, and to the confidentiality, use, publication and/or dissemination thereof. For the purposes of publishing the Customer's content, the Customer declares and guarantees that they: (a) are in possession of the permissions, licenses, rights and/or authorizations necessary to upload the content to the Platform; (b) do not publish material subject to third-party proprietary rights without a license and/or formal prior authorization from the owner; (c) do not publish content that is harmful to the image of third parties, or content that is child pornographic, violent, obscene, racist, defamatory, or contrary to morality and public order; (d) do not publish content that violates any of the provisions of these General Conditions; (e) do not publish links to third-party sites that are not strictly related to their own activity. The Company does not endorse or adopt as its own any opinion, judgment, view, notice and/or recommendation of the Customer, expressly disclaiming any liability in this regard, and formulating in relation to such facts the broadest reservation for the protection of its own subjective positions in any forum. It remains understood that the Company is in no way liable for the content published by the Customer on the Platform. The Company will not carry out any prior control, screening or examination of such content, but reserves the right to remove, at any time and with immediate effect, without notice and at its discretion, content and expressions, feedback, opinions, including those subject to reviews, that appear not to comply with and/or to be expressed in violation of these General Conditions and/or in violation of the rights of the Company and/or third parties.

9. Data collected through the platform

The Company and the Customer undertake to comply with EU Regulation no. 679/2016 ("GDPR") in relation to the collection, determination of purposes and methods of processing of personal data of users in connection with the services provided through the Platform or otherwise connected to it.

The Company will process the Customer's personal data as data controller for the purposes of registration on the Platform. Further details on this processing are available in the privacy notice on the Site at condeo.com/privacy-policy and on the App.

With regard, instead, to the processing of personal data of the managed condominium owners and suppliers collected during the Customer's use of the Platform, the Company will act exclusively as data processor on behalf of the Customer, who is the data controller. The Customer, as Data Controller, will accordingly, at their own exclusive expense and responsibility, provide the notice on the processing of personal data pursuant to Article 13 of the GDPR to the aforesaid parties, and comply with any further requirement under the GDPR or any other applicable legislation. The Customer expressly acknowledges and accepts that the Company will act as an independent data controller in relation to the data of the Platform's users (including any condominium owners managed by the Customer and/or suppliers of the Customer) who, by using the services through the Platform, have given express consent to the processing of data carried out by the Company.

10. Data processing methods

In order to allow the Customer to use the services through the Platform, the Company, as data processor (the "Processor"), will process - including in automated form - the following categories of personal data:

• personal data - such as first name, last name, address, tax code, email address, phone number - of the owner of the real estate units and of the relevant real estate unit;
• personal data - such as first name, last name, address, tax code, email address, phone number - of "service suppliers".

The Processor undertakes to:

• carry out only the processing of personal data necessary to guarantee the use of the Platform, without prejudice to the possibility of using the data in anonymous and aggregate form for study, statistical or improvement purposes for its own services and the Platform. The possibility of processing data pursuant to a legal obligation or to comply with orders from competent authorities also remains unaffected;
• adopt adequate security measures aimed at (i) ensuring the confidentiality of personal data of which it becomes aware during the use of the Platform, and (ii) eliminating or, in any case, minimizing any risk of destruction or loss, including accidental, of personal data, of unauthorized access or of processing that is not permitted or not compliant. The measures must take into account the state of the art and technical progress, the risks associated with the personal data processed, and their nature. By way of example, the Processor may implement, where necessary, the following measures: (i) pseudonymization and encryption of personal data; (ii) the ability to ensure the confidentiality, integrity, availability and resilience of the systems with which the processing is carried out; (iii) the isolation of the Customer's data from that processed on behalf of other customers; (iv) the ability to promptly restore the availability of and access to personal data in the event of a physical or technical incident; (v) periodic verification of the effectiveness of the technical and organizational measures in order to guarantee the security of the processing;
• assist the Customer, as Data Controller, where requested and subject to discussion of the relevant commitment, in order to (i) respond to requests for the exercise of data subjects' rights, or (ii) ensure the Data Controller's compliance with the obligations under Articles 32-36 of the GDPR, taking into account the nature of the processing and the information available to the Processor;
• provide a copy or allow the transfer of data in standard format and at no additional cost to the Data Controller to other platforms, provided that the request is made by the Data Controller in writing by email within 90 days of the end of the relationship, it being understood that the Processor may provide the Data Controller with support for carrying out the migration, where requested and subject to discussion of the relevant commitment and costs;
• render pseudo-anonymized all personal data in its possession 90 days after the end of use of the Platform, unless the law requires the retention of personal data, and without prejudice to the possibility of continuing to use the data in anonymous and aggregate form;
• allow the Data Controller to exercise their right of control, responding to their reasonable requests and ensuring the Data Controller and/or the parties from time to time appointed by them (provided they are not in competition with the Company) the possibility of carrying out adequate checks on the processing of data. It remains understood that the checks will in the first instance be carried out by the Data Controller through the collection of information and documentation, and that access to the Processor's premises may only be carried out where strictly necessary for the purposes of the check. In such case, the parties will discuss the timing and methods of the check in order to preserve the continuity of the Company's activity, its confidential information and that of other customers;
• identify the persons authorized to process data, providing them with adequate instructions and monitoring correct compliance with the instructions given;
• promptly inform the Data Controller of any requests for information or documents from the Supervisory Authority or other competent authorities, providing the necessary assistance;
• comply with the further reasonable instructions from time to time given by the Data Controller, promptly flagging those that are not acceptable as they are considered to be in violation of privacy legislation.

The Company will process and retain personal data within the EU. Personal data may be transferred to countries outside the EU, where requested or authorized by the Data Controller. In such case, the methods of transfer, the destination country, the legal basis allowing the transfer and the security measures to be adopted, including the mechanisms designed to ensure an adequate level of protection, will be discussed.

The Data Controller grants the Processor a general authorization to make use of sub-processors. The list of sub-processors is available upon request from the Data Controller.

The Company will in any case guarantee compliance by sub-processors with the personal data protection requirements in line with what is indicated in this article and in compliance with applicable privacy legislation.

Should the Processor believe or have reasonable grounds to believe that unlawful processing, or unlawful collection, access, use, loss, theft, destruction or disclosure of personal data has occurred through the Platform, it undertakes to: (a) inform the Data Controller promptly, and in any case, within 48 hours of discovery; (b) promptly adopt suitable measures to remedy the breach, providing the Data Controller with all useful information and the necessary cooperation in order to carry out a suitable action plan to address it.

Likewise, the Data Controller undertakes to promptly notify the Company of the detection of unauthorized access, use or reproduction of the Platform's data that is contrary to these General Conditions. The Company will act promptly to remedy the situation to the greatest extent possible.

11. Express termination clause

The Company will have the right to terminate this Agreement, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, with immediate effect and consequent interruption of access to the Platform, in the event of violation by the Customer of one or more of the following provisions, without prejudice in any case to the Company's right to compensation for damages arising from such non-fulfillment: (a) violation of the Company's intellectual property rights; (b) violation of copyright and intellectual property rights over the Site and/or the App and/or the Platform and related Updates and Developments, and use thereof for public or commercial purposes; (c) violation of the prohibition on exploitation and prohibited and non-compliant use of the Platform as provided for in these General Conditions; (d) violation of the prohibition on using the Platform for competitive or monitoring purposes; (e) failure to comply with the indemnification obligation.

Without prejudice to the above, the Company has the right to suspend any User Account and therefore prevent and/or interrupt access to and use of the Platform's Services, in the event of violation by the Customer and/or a User of these General Conditions.

The Company may also proceed to remove illegal, misleading or fraudulent content entered by any User into the Platform, it being understood that the Company will not monitor, nor will it have any obligation to monitor, content entered by Users.

12. Confidentiality

Without prejudice to what is otherwise provided for in this Agreement, the Parties mutually undertake to:

• not disclose to the public, nor publish or have published any press release on the existence or content of the Agreement without the written consent of the other Party;
• adopt all measures suitable to guarantee adequate protection of the information received from the other Party, ensuring the necessary confidentiality regarding its content and, in particular: (1) not to assign, deliver, make available on any grounds, or otherwise communicate or disclose for any reason and at any time, the content of such information to third parties; (2) to limit the disclosure of the information exclusively to their own personnel and to third parties who need to be made aware of it, strictly in connection with the negotiation and execution of the Agreement, and to whom explicit instructions will be given by the Party, who will keep them individually and previously informed of the confidentiality obligations set out in the Agreement, without prejudice to the responsibility of each Party towards the other, in the event of any failure to comply with the confidentiality obligations contained in this article by their own personnel; (3) not to copy or reproduce the content of such information in any form without the prior written consent of the Party from which it originates.

The above obligations may never limit or prevent either Party from using knowledge relating to the content of information received from the other Party that has been (i) previously acquired; (ii) independently acquired; (iii) acquired from third parties free from restrictions or limitations on use, or (iv) that is or becomes public domain without any violation of the Agreement.

The provisions contained in this article will be effective for a period of 36 (thirty-six) months beyond the end of the effects of the Agreement for any reason.

The Customer guarantees that they own and/or legitimately have all the information (texts, data, news, signs, images, etc.) entered into the Platform and/or during the use of the Services, also ensuring that such information does not violate, directly or indirectly, any third-party right, and undertakes not to enter data that they cannot legitimately dispose of as previously regulated. The Customer retains ownership of the information entered, expressly assuming the broadest civil and criminal liability regarding the content of such information, and holding the Company harmless from any obligation and/or burden of verification and/or direct and indirect control in this regard.

13. Statements and provisions pursuant to Legislative Decree 231/2001

The Parties mutually acknowledge and declare that they are aware of the content of the legislative provisions on "Administrative liability of legal persons, companies and associations" under Legislative Decree no. 231 of 2001, as amended and supplemented ("Decree") and, therefore, for the purposes of the obligations arising from this Agreement, undertake - for themselves and for their collaborators in general, including subcontractors - to act in absolute compliance with principles of transparency, fairness and integrity, in order to prevent the commission of the offenses referred to in the aforesaid provision.

The Parties also undertake to ensure that their directors, employees and collaborators in general comply with and observe the rules under the Decree, to the extent applicable to them.

The adoption by either Party of conduct in violation of the aforesaid provisions and, in any case, not in keeping with the principles of transparency, fairness and integrity, will entitle the other party to terminate the Agreement, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, without prejudice to the right to claim compensation for damages where the other party's conduct is such as to cause damage.

Should either Party become aware - directly or indirectly - through an employee or representative, of a request for conduct that could result in a violation of the Decree, it is required to promptly notify the other Party.

14. Communications

The Customer must provide the Company with the contact details and email addresses to which communications should be sent, and undertakes to promptly notify the Company in the event of a change to such information, or to modify their profile.

The Customer acknowledges and accepts that the Company may make communications (a) through a notice published on the Site or through the App, (b) by email to the email address indicated by the Customer, and (c) by means of a registered letter with return receipt and/or certified email, to the contact details provided by the Customer to the Company.

The Customer may communicate with the Company at any time by email, or by registered letter with return receipt or certified email, to the contact details indicated by the Company.

15. Further provisions

This Agreement cancels and replaces any other prior understanding that may have taken place between the Company and the Customer regarding the License and/or the use of the Services, and constitutes the final and complete expression of the agreements reached between the Parties on such subject matter.

In no case shall any failures and/or conduct by the Customer that does not conform to the Agreement be considered as exceptions thereto or tacit acceptance thereof, even if not contested by the Company. Any failure by the Company to exercise or enforce any right or clause of the Agreement does not constitute a waiver of such rights or clauses.

Any ineffectiveness and/or invalidity, in whole or in part, of one or more clauses of the Agreement will not result in the invalidity of the others, which shall remain fully valid and effective.

The Customer acknowledges and accepts that the Company will have the right to assign the Agreement, and therefore the relationship with the Customer, in its entirety, to a subsidiary, parent or affiliated company, the Customer hereby giving their consent in advance.

16. Applicable law and competent court

This Agreement is governed by Italian law.

Any dispute that may arise regarding the validity, effectiveness, interpretation, execution, termination or cessation of this Agreement shall be subject to the exclusive jurisdiction of the Court of Milan.