Terms and conditions
1) Definitions; 2) Service; 3) Duration and consideration; 4) Tablet; 5) End-user license agreement; 6) Account management; 7) Configuration of the App; 7.1) Evaluation of the service; 7.2) Evaluation of employees; 7.3) Questionnaire; 8) Intellectual Property rights; 8.1) Rights of Satisfaid Ltd.; 8.2) Rights of the Managers; 9) Withdrawal; 10) Termination and suspension of the Service; 11) Processing of personal data; 12) Limitation of liability; 13) Applicable law and Jurisdiction.
1. DEFINED TERMS
“App”: it refers to the mobile application developed by Satisfaid and either installed on the Tablet provided to Managers or available for download on Google Play.
"Web App": it refers to the mobile application developed by Satisfaid with the same functionaities of the previous App but by scanning of the QR code provided through the backend and without the need of installing any device. Hereby defined as "App" as well.
"Backend": it refers to the Satisfaid dedicated software to which one can access through credentials (username and password) given to the client when subscribing and signing to the present contract. From this platform one can access to the App's functionalities.
“Customers”: it refers to consumers who use the services offered by Managers through their business;
“Managers”: it refers to the professionals, or their intermediaries, who enter into an agreement with Satisfaid LTD acting for purposes related to their trade, business or profession, who are in charge of dealing with the information about the business over the App after creating the profile on SatisfAid.
“Privacy Agreement”: it refers to the information on the processing of personal data drafted by Satisfaid Ltd. and available at the following URL: https://www.satisfaid.com/privacy;
"Tablet": it refers to the device provided by Satisfaid Ltd. to the Managers under certain conditions described in the Terms;
“Terms and Conditions”: it indicates the complex of the rules each User must abide to in the use of the App;
“Users”: it refers to both Customers and Managers.
Satisfaid Ltd. has created the App to allow Customers to leave an evaluation of a Manager’s business. In particular, depending on the features set by Managers, each Customer, through the use of the App, can assess the quality of the service and / or the assistance received from employees, as well as fill out a questionnaire to receive coupons and discounts, as better specified in the following clauses and they will also be able to upload in digital format (pdf or jpeg format) the menu/prices of the business. Managers, through the App or accessing their personal web page available online (backend), will be able to perform the following actions:
• Insert or modify information about their business (“Business”);
• Add or remove employees;
• Select one or more services from clauses 7.1, 7.2 e 7.3;
• Personalize the questionnaire directed at Customers;
• Review evaluations and comments provided by Customers;
• Examine the statistics of services and employees their Business, automatically generated by the App on of the evaluations received by Customers;
· Modify, through the private dashboard at their disposal, the coupon that Customers may receive upon the completion of the questionnaire.
The Contract shall only be concluded between Satisfaid Ltd and Managers who are 18 or over and are considered professionals pursuant to Italian Legislative Decree n. 206/2005 ("Consumer Code"). Particularly, the Consumer Code defines as professional any natural or legal person who is acting for purposes related to their trade, business or profession, or their intermediary.
3. DURATION AND CONSIDERATION
The use of the App is granted in accordance with clause 5) of the Terms, for the duration of 12 (twelve) months from the payment of the amount due by the Manager, with the exception of those cases where the service is granted for a free trial for a limited period and at sole discretion of Satisfaid ltd. After the initial term of 12 months, the Contract shall be deemed renewed automatically each year for an additional one-year period, unless, at least 15 days prior to the renewal date, the Manager gives the other Satisfaid written notice of its intent not to continue via email at the following address: firstname.lastname@example.org.
In order to properly download or install/use the App, Managers shall pay Satisfaid Ltd., in a single solution, the total sum of £349 ex. VAT per single license (plan including Tablet) or £149 ex. VAT per single license (plan excluding Tablet), for the first 12 months of the Contract's validity and use of the Service. In case the service is granted for a free trial during a limited period of time - at sole discretion of Satisfaid - during the free trial period and upon its expiry, no amount is due to Satisfaid Ltd.
For each renewal, the Manager shall pay Satisfaid Ltd. the sum of £ 349 ex. VAT in a single solution (plan including Tablet) or £149 ex. VAT (plan excluding Tablet), within the term communicated by Satisfaid Ltd. However, the renewal amount could be subject to further discount discretionary applied by Satisfaid Ltd.
SatisfAid Ltd. will be allowed, upon wish, to offer free-of-charge promotions for the Managers for a limited amount of time and specified at the moment of the subscription of the free plan. Once the free plan has expired, the Manager can decide whether to subscribe a plan to continue to use the service, by paying the amount of £349 ex. VAT (including Tablet) or £149 (excluding Tablet) to SatisfAid Ltd. In case of failure to renew, the Manager accepts to cancel the licence and the user ID wtih SatisfAid.
Payments shall be deemed valid only when processed through Satisaid’s website. Upon renewal, Managers are required to enter their credit card in order to debit the due amount, unless cancelled in accordance with this clause. The use of the App by Managers is outside the scope of the Contract and no amount shall be returned in the event that Managers decided no to use the App after proceeding with the payment and/or receiving the Tablet, as specified in clause 9).
With the download of the App and the due payment, Managers shall receive, free of charge, the Tablet from Satisfaid Ltd. SatisfAid Ltd. will be able to promote free-of-charge promotions for the Managers, for which under no cicumstances will include delivering of the tablet but only the creation of the free licence to use the App.
This represents a promotional offer that could be subject to changes. Managers undertake, prior to signing the Contract, to verify the offer applicable at the time of the download of the App, if necessary by contacting Satisfaid Ltd. directly at the email addresses indicated in the Terms. Managers must be cautious with the Tablet and cannot, under any circumstances, request its replacement, except for defects of conformity to be communicated to Satisfaid Ltd. within 15 days upon receiving the Tablet. In the event of theft, damage or loss of the Tablet, Managers have no right, in any circumstances, to obtain their replacement. From the moment of its receipt, any problem occurred to the device, except for the aforesaid lack of conformity, shall not be Satisfaid’s responsibility nor concern.
5. END-USER LICENCE AGREEMENT
Through the use of the Service, Satisfaid LTD does not sell the App or its software to Users. During and after the Contract, the ownership of the App shall remain to Satisfaid Ltd. The User is granted a temporary right to use the App, consisting in the right to install and use SatisfAid as defined by the Terms and Conditions (hereinafter, “Licence”). The User's right to use the App is limited to the 12-month subscription period or for the extent of time of renewals (hereinafter, “Licence Period”). The Licence is granted upon the full payment of the compensation referred to in clause 3) of the Terms. During the Licence Period, Users are allowed to use the App, whilst the study, modification, sharing, redistribution or reverse engineering represents a violation of the Licence and of Satisfaid LTD’rights. The Licence to use the App must, in no case, be intended as a transfer of the economic exploitation rights arising from its creation, which, as well as any other intellectual property right connected to the App, shall remain to Satisfaid Ltd., as better specified by clause 10) of the Terms.
In no event will the source code of the App’s software be shared with the User.
6. ACCOUNT MANAGEMENT
Account credentials to the private area of the App and web page, must be used exclusively by the Manager, or by the individual appointed by the Manager, and must not be sold to third parties. Managers undertake to keep the credentials secret and to ensure that no third party can access them, also by adopting any appropriate security measure so as to minimize the risk of unauthorized access, not allowed or not conforming to its reserved area, for instance by updating their password. Managers shall promptly inform SatisfAid Ltd. of any improper use, unauthorized or unauthorized access, occurred or suspected, to their personal page.
7. CONFIGURATION OF THE APP
7.1 EVALUATING THE SERVICE
Through their control panel, Managers can allow Customers to evaluate the service experienced at their Business. Customer’s evaluations will only made visible to the Manager. Managers are aware that the opinions and evaluations expressed by Customers are personal and that Satisfaid Ltd., whilst inviting Users to provide only truthful comments and to avoid defamatory or disparaging content, does not perform any control nor supervisory activities on the Customer’s activity on the App, unless reported.
7.2 EVALUATING EMPLOYEES
By selecting the "Staff member feedback" feature in the personal area of the App, Managers allow Customers to provide feedbacks and comments on the work of individuals employed at the Manager’s the business. Consequently, the Manager will display, within its personal panel, a ranking of employees drawn up on the basis of the evaluations issued by the Customers. Managers are aware that the inclusion of their employees within the App must be subject to their previous informed and express consent. Such consent cannot in any way be conditioned by other factors, such as, for instance, job retention. Satisfaid Ltd., in any case, is unrelated to the relationship between the Manager and third parties to the Contract and, consequently, will not provide any legal documentation regarding the correct management of such relationships. The User is aware that the App was created by Satisfaid Ltd as a means of communication between consumers and professionals and, consequently, that it cannot be used as a tool to control staff members.
Through their personal web page, Managers can create a questionnaire made available to Customers. Managers shall determine whether to send Customers, in exchange for the filling of the questionnaire, a discount coupon or, in general, further promotions to be used within the same business year ("Coupon") at their Business. Satisfaid Ltd. is extraneous to the creation of the questionnaire, as well as to the forwarding of the Coupon. The Manager undertakes to insert only questions aimed at evaluating the business.
The Coupon shall be sent by Satisfaid Ltd. on behalf of the Manager, by means of an automatic email to the address inserted by the Customer upon completion of the questionnaire. Nonetheless, every decision regarding the questionnaire and the Coupon represent an independent decision made by the Manager. Satisfaid Ltd. is not involved in the relationships established between Managers and Customers, who cannot, under any circumstances, contact Satisfaid Ltd. to request the company to send the Coupon. Managers are aware that if they intend to use personal data relating to Customers, for purposes other than sending the Coupon, they shall provide Customers with an information on the processing of personal data.
8.INTELLECTUAL PROPERTY RIGHTS
8.1 RIGHTS OF SATISFAID LTD.
All intellectual property rights arising from the App, including copyrights, related rights and rights of the database creator, are exclusive property of Satisfaid Ltd.
For instance, the software and codes of the App and the website ("Website"), as well as their designs, layouts and databases belong exclusively to Satisfaid Ltd. The registration to the Service grants Users a Licence to use the App that cannot, in any case, be intended as a transferring of all connected intellectual property rights. Users may use the Service as specified in the Terms, but in no case they may reproduce the graphic and technical elements of the App and the website or derive works from them, nor, in any case, engage in conflicting activities with the exclusive rights conferred to Satisfaid Ltd. as the legitimate owner of all intellectual property rights of the App and the website. Likewise, Users are not allowed to sub-licence, sell or assign the Licence to any third parties.
Finally, Users accept not to deposit, either within or outside the EU, trademarks that are completely or partly identical or similar to those of Satisfaid Ltd.
8.2 RIGHTS OF THE USER
Contents uploaded by Users on the App, such as, for instance, photographs of their Business, are property of their uploaders. The upload of contents on the platform, in any case, is equivalent to the granting of a user license to Satisfaid Ltd., free and unlimited, which will have the right to use them for promotional and / or information purposes and which will keep them within the Service also following the removal of the Users’ account or the non-renewal of the annual subscription, unless a written request to the contrary is received from the owner of the contents. The brands and logos uploaded on the platform by the Users are and will remain the exclusive property of the same even after uploading.
The User is granted the right to withdraw from the Contract at any time by communication to be sent to Satisfaid Ltd., to the address , with at least a 15 days notice. In the event of the exercise of the right of early withdrawal, the User will not be liable, regardless of when the withdrawal occurred. Consequently, the amount paid for the subscription will not be returned to the User.
10. TERMINATION AND SUSPENSION OF THE SERVICE
Satisfaid Ltd. may, pursuant to article 1456 of the Italian Civil Code, terminate the Contract, denying Users access to their account, in the following cases:
• Failure to pay the renewal referred to in clause 3);
• Creation of an account by an unauthorized party;
• Receipt of 5 (five) complaints sent by Customers to Satisfaid Ltd., for the anauthorised processing of their personal data;
• Receipt of 5 (five) complaints sent by Customers to Satisfaid Ltd., due to failure by the User to send the Coupon dependant from the filling of the questionnaire;
• Disputes, sent by the Manager’s employees to Satisfaid Ltd., regarding the registration of their personal data within the App without their prior consent;
• Infringement of Satisfaid’s intellectual property rights referred to in clause 8);
• Violation of the terms of the Licence to use referred to in clause 5).
The termination will take effect from the date of receipt of the communication showing the will of Satisfaid Ltd. to avail itself of this termination clause with the User. The right to terminate the Contract is a faculty of Satisfaid Ltd., who may decide at its sole discretion whether to exercise such right. Satisfaid Ltd. can contact Users to require clarifications, for instance on the received complaints.
In any case, Satisfaid Ltd. reserves the right to suspend a User, upon notice of 48 (forty-eight) hours, should the User delay the payment of the due amount pursuant to clause 3).
In any case, Satisfaid Ltd. shall be free to legally proceeed as deemed more appropriate to satisfy its interests.
11. PROCESSING OF PERSONAL DATA
Every decision regarding the purposes, the methods of processing personal data processed in the execution of the Contract and the instruments used, including the security profile, is the exclusive responsibility of the Manager, the data controller. Satisfaid Ltd. is responsible for the processing of personal data, processed in the execution of the Contract, by the Manager, which confers a general authorization to the appointment of additional members responsible of the processing, also in the name and on behalf of the Customer. The processing provided for the Manager will have a duration equal to the Contract. Satisfaid Ltd. will inform the Manager in any case of destruction or loss of personal data of third parties owned by the Manager itself of unauthorized access or unauthorized or non-compliant treatment, within 48 hours from the time of its discovery, through a communication from send an e-mail to the address indicated during registration.
12. LIMITATION OF LIABILITY
Despite taking the utmost care in the services provided, SatisfAid cannot be deemed responsible for the accuracy and completeness of the information uploaded on the App by Users. Consequently, Satisfaid Ltd. shall be relieved from any liability deriving from omitted or inaccurate data or information uploaded by Users on the App. Satisfaid Ltd. offers a connection between Managers and Customers, but does not perform any supervisory activity on the Contents uploaded by Users. Only upon the receiving of a communication from Users, Satisfaid Ltd. shall act and verify the existence of the alleged damage.
Furthermore, Satisfaid Ltd. shall not be held responsible for the evaluations issued by Customers, which are the expression of their personal opinion. When downloadin and/or using the App, Managers are aware of the functioning of the Service, consequently, no claim can be made against Satisfaid Ltd., even if Managers deem to have been damaged in their image due to the comments left on the App.
Upon registration, Managers acknowledge and accept full responsibility for all activities carried out through their account and, in particular, Managers shall be held responsible for the improper use of the App, for instance if they used it to monitor their employees or if they entered personal data without having obtained the prior consent of the data subject. Managers undertakes to provide Customers what they promised upon the filling of questionnaire, keeping Satisfaid Ltd. harmless and free from any claim, damage, sanction and / or request for money made by third parties. The foregoing limitations of liability for Satisfaid LTD shall not apply in the event of gross negligence or willful misconduct.
13. APPLICABLE LAW AND JURISDICTION
The Contract shall be governed by and construed in accordance with the Laws of Italy. For any disputes arising between Satisfaid Ltd. and Managers, directly or undirectly connected with the App, the Parties agree on the exclusive jurisdiction of the Court of Milan.