Twproject Cloud – Terms of service

TWPROJECT TERMS OF SERVICE

The following terms constitute an agreement between the registered user or organization using the Service (“You” or the “Customer”) and Twproject S.r.l. (“Twproject”, “we”, “us” or “our”).

These Terms of Service govern Your use of the Twproject hosted service and the related cloud environment provided by Twproject (the “Service”).

BY REGISTERING FOR AND USING THE TWPROJECT HOSTED SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Please review these Terms carefully. By using the Service, You agree to transact with us electronically, acknowledge the information practices described in the Twproject Privacy Policy and agree to the applicable provisions concerning governing law and dispute resolution set out below.

The Customer grants Twproject the right to identify the Customer as a Twproject customer in Twproject’s promotional materials, including by displaying the Customer’s company name or logo. The Customer may withdraw this authorization at any time by submitting a written request to info@twproject.com.

1. About the Twproject Hosted Service

The Twproject hosted service consists of the Twproject application made available through web addresses hosted on infrastructure managed by or on behalf of Twproject.

Upon registration and activation of the Service, the Customer is provided with a dedicated Twproject environment (the “Instance”).

The Instance runs within the cloud infrastructure used by Twproject and is logically separated from the environments of other Customers.

Twproject performs regular operational backups of Customer environments. Backup retention and the procedures applicable upon expiration or non-renewal of the Service are described in the Your Data section below.

Updates to the standard Twproject software releases included in the hosted Service are provided by Twproject without additional licence upgrade fees, unless otherwise specified in the applicable commercial agreement.

2. Customer Backup Responsibility

Twproject implements reasonable technical and organizational measures designed to protect and preserve Customer Data, including infrastructure redundancy and operational backup procedures.

The Service also provides Customers with tools to export and download their data in standard formats for independent backup and archival purposes.

Customers are responsible for periodically exporting and securely storing independent copies of any data that they consider critical to their business operations.

Maintaining independent backups is an important component of the Customer’s own business continuity and disaster recovery procedures.

While Twproject adopts commercially reasonable measures to support service availability and data integrity, no information system can guarantee absolute protection against every possible catastrophic event, including large-scale infrastructure failures, exceptional external events or force majeure.

3. Changes to These Terms of Service

Twproject may update these Terms of Service from time to time.

Where changes materially affect the rights or obligations of Customers, Twproject will provide at least ten (10) days’ prior notice before such changes take effect, unless a shorter period is required for legal, regulatory or urgent security reasons.

If the Customer does not agree with the revised Terms, the Customer may discontinue use of the Service before the changes become effective.

Continued use of the Service after the effective date of the revised Terms constitutes acceptance of the updated Terms.

4. Payments, Registration and Refunds

Twproject will activate a Customer Account and the corresponding Twproject Instance following completion of the applicable registration and payment process.

The Customer will receive or configure credentials allowing access to the Account and Instance.

The Customer is responsible for ensuring that registration information is accurate and that account credentials are kept confidential.

Usernames must not impersonate another person or entity, violate third-party rights or otherwise be unlawful or misleading. Twproject may reject or require the modification of usernames that reasonably appear inappropriate or misleading.

The Customer must have the legal capacity and authority required to enter into these Terms.

Unless otherwise agreed in writing, the Service is billed in advance on a yearly or monthly basis and fees already paid are non-refundable. Fees are not prorated for partial periods of use.

5. Information Relating to the Twproject Hosted Service

The Twproject Privacy Policy describes the information practices applicable to personal data processed by Twproject in connection with the Service.

The Customer acknowledges and agrees that information relating to the Service may be processed and stored within the AWS infrastructure used by Twproject, in accordance with the data hosting location applicable to the Customer Account and Twproject’s data protection and security policies.

Twproject may process account information, including usernames and other authentication information, as necessary to provide and secure access to the Service.

6. Customer Responsibilities

The Customer is responsible for activities carried out through its Account and Instance, including activities performed by Users authorized by the Customer.

The Customer is responsible for maintaining the confidentiality of its authentication credentials and for managing access permissions assigned to its Users.

The Service may only be used for lawful business purposes.

The Customer and its Users must not use the Service to:

• violate applicable laws or regulations;
• infringe third-party intellectual property, confidentiality, privacy or other rights;
• impersonate another person, company or entity;
• introduce or transmit malicious software, viruses, worms or other destructive code;
• gain or attempt to gain unauthorized access to systems, accounts, networks or information;
• interfere with or disrupt the security, integrity, availability or proper operation of the Service or infrastructure supporting the Service;
• use the Service in a manner that materially impairs the ability of other Customers to use the Service.

Twproject may take reasonable technical and organizational measures to prevent, contain or remedy misuse of the Service.

7. Technical Operation of the Service

The Customer acknowledges that Twproject uses third-party infrastructure and service providers, including hosting and technology providers, where necessary to operate and maintain the Service.

The Customer must not modify, interfere with, circumvent or attempt to compromise the technical operation or security of the Twproject hosted Service.

The technical processing and transmission of the Service, including Customer Content, may involve:

(a) secure transmission over different networks using industry-standard encryption protocols, including HTTPS; and

(b) technical changes required to conform and adapt to the requirements of connecting networks, devices or services.

Twproject may take proportionate measures where a Customer’s use of computing, storage, network or other technical resources is abnormal, excessive or materially affects the security, availability or performance of the Service for other Customers.

Where reasonably possible, Twproject will contact the Customer and seek an appropriate solution before applying restrictions to the Service.

8. Service Availability and Product Evolution

Twproject may update, modify, improve or replace features of the Service as part of the normal development, maintenance and evolution of the product.

Where a change results in the discontinuation or material alteration of a significant functionality of the Service, Twproject will, where reasonably practicable, provide prior notice to affected Customers.

Twproject may also temporarily suspend or limit portions of the Service where necessary for maintenance, security, incident response, legal compliance or protection of the infrastructure.

Where reasonably practicable, planned maintenance expected to materially affect availability will be communicated in advance.

Support services and applicable Error response times are described in Twproject’s Service Level Agreement (SLA), as made available by Twproject from time to time.

9. Customer Content

“Customer Content” means information, data, text, documents, files, images and other materials uploaded, entered, transmitted or otherwise made available through the Service by the Customer or its Users.

The Customer remains responsible for Customer Content and represents that it has the rights, permissions and lawful basis required to upload, process and use such Content through the Service.

Twproject does not routinely inspect or control the substantive content of Customer Content and, due to the architecture and security features of the Platform, generally does not access such Content except:

• where required to provide support requested or authorized by the Customer;
• where technically necessary for the operation, security or maintenance of the Service;
• where required by applicable law or a competent authority.

Twproject does not acquire ownership of Customer Content.

10. Personal Data Responsibilities

The Customer represents and warrants that:

(i) it has the knowledge and authority required for the proper use, administration and management of the Platform and the Service;

(ii) it has all rights and permissions necessary to upload, modify, process and share the information, documents, files and other materials forming part of the Customer Database;

(iii) Customer Content does not unlawfully infringe third-party rights;

(iv) it has a valid legal basis for the collection and processing of personal data and contact information uploaded or processed through the Platform.

Where the Customer determines the purposes and means of processing personal data uploaded to the Service, the Customer acts as Data Controller under the GDPR and applicable data protection law.

The Customer is responsible for providing any required privacy information and obtaining any consent or other lawful basis required for its processing activities.

The Customer agrees to indemnify Twproject against third-party claims arising directly from unlawful Customer Content or from the Customer’s material breach of applicable data protection legislation, to the extent such claim is attributable to the Customer’s acts or omissions.

11. No Spam

The Customer may not use the Service to transmit unsolicited bulk communications in violation of applicable law.

The Customer must not use information concerning other users of the Service for the purpose of sending or facilitating unlawful unsolicited communications.

Twproject may take appropriate technical or contractual measures where the Service is used in violation of this provision.

Service announcements, security notices, administrative messages and other communications necessary for the operation of the Customer Account form part of the Service and may be sent to the Customer independently of marketing communication preferences.

12. Your Data and Account

Twproject does not control the substantive content of Customer Data.

Under the GDPR and applicable data protection laws, Twproject acts as Data Processor in relation to Personal Data contained in the Service where such Personal Data is processed on behalf of the Customer.

Twproject processes such Personal Data on documented instructions from the Customer, as required to provide the Service or as otherwise required by applicable law.

For each Instance activated on the Twproject cloud service, the Customer controlling the administrator Account acts as the relevant Customer for the purposes of administration of that environment.

The Customer acts as Data Controller for Personal Data entered into the Customer’s Workspace by the Customer and its Users, except where otherwise required by applicable law.

The relationship between the Customer and Twproject concerning the processing of Personal Data is further governed by the applicable Data Processing Agreement (“DPA”), which forms an integral part of these Terms where applicable.

13. Your Data

The Customer retains all rights, title and interest in and to Customer Data.

The Customer grants Twproject only those rights necessary to host, process, transmit, back up and otherwise handle Customer Data for the purposes of providing, maintaining, securing and supporting the Service.

Each Party will implement reasonable technical, organizational and administrative security measures appropriate to its role and responsibilities.

The Customer is responsible for ensuring that Customer Data complies with applicable law and third-party rights.

Where Twproject reasonably believes that an operational or security issue may be attributable to Customer Data or the Customer’s use of the Service, the Customer will reasonably cooperate with Twproject in identifying and resolving the issue.

Expiration, Deactivation and Data Deletion

If the Customer Account is not renewed upon expiration, the related Instance will be deactivated after 7 days.

After 15 days from the expiration date, on the first business day thereafter, the Instance and all associated active data will be permanently deleted.

Backup copies of Customer Data will be retained for 60 days following deletion of the Instance, after which such backup copies will also be permanently deleted in accordance with Twproject’s backup retention procedures.

The Customer must export or otherwise obtain any Customer Data it wishes to retain before the applicable deletion occurs.

14. Your Account

The Customer represents and warrants that its use of the Service complies with applicable laws and regulations.

Accounts may not be registered or operated by automated systems intended to circumvent access controls, licensing terms or normal use of the Service.

The Customer agrees to:

(a) provide true, accurate, current and complete registration information; and

(b) maintain and promptly update such information where necessary.

Twproject may suspend or terminate an Account where the Customer provides materially false or misleading information or where Twproject has reasonable grounds to believe that the Account is being used unlawfully or in material breach of these Terms.

15. Account Access and Instructions

The Customer Account owner and Users authorized by the Customer may access information within the Customer Account subject to the permissions and sharing settings configured by the Customer.

Twproject will not provide access to Customer Data to another person or entity except:

• with authorization from the Customer;
• where necessary to provide support requested by the Customer;
• where required by applicable law, court order or competent authority.
• when reasonably necessary for the operation, security, or maintenance of the Service.

Twproject may reasonably rely on instructions provided by the Customer Account owner through the Account interface or from the email address registered for that Account.

The Customer is responsible for managing the settings, privileges and permissions assigned to Users, including the ability to invite other Users, access, modify or share projects, tasks and other Customer Data.

The Customer is responsible for activities performed by its authorized Users.

16. Access Costs

The Customer is responsible for obtaining and maintaining, at its own expense, the devices, software and Internet connectivity required to access the Service.

Such costs are separate from any subscription fees payable to Twproject.

17. Security and Service Warranties

Twproject operates the Service using technical and organizational measures designed to support the confidentiality, integrity and availability of information, in accordance with Twproject’s applicable security policies and procedures.

However, the Customer acknowledges that no online service, network or information system can guarantee uninterrupted availability, complete absence of defects or absolute protection against every security threat.

Except as expressly agreed in writing, Twproject does not warrant that:

(i) the Service will satisfy every specific business requirement of the Customer;

(ii) the Service will be uninterrupted or free from all errors;

(iii) every defect will be corrected within a specific period; or

(iv) results obtained through the Service will always be accurate or suitable for a particular purpose.

Twproject will use commercially reasonable efforts to maintain the Service and address identified defects and security issues in accordance with their nature, severity and operational impact.

Nothing in these Terms excludes warranties, rights or protections that cannot lawfully be excluded under applicable law.

18. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for indirect, incidental, special or consequential damages arising from the use or inability to use the Service, including loss of profits, goodwill or business opportunity, except where such limitation is prohibited by law.

Unless otherwise agreed in writing, Twproject’s aggregate liability arising out of or relating to the Service shall not exceed the total fees paid by the Customer for the affected Service during the twelve (12) months preceding the event giving rise to the claim.

The above limitations shall not apply where liability cannot lawfully be limited or excluded under applicable law.

19. Suspension and Termination

Twproject may suspend or terminate the Customer Account where:

• the Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable period after notice;
• the Customer fails to pay applicable subscription fees;
• continued operation of the Account creates a material security risk;
• use of the Service is unlawful or required to be suspended by a competent authority.

In cases involving urgent security risks, unlawful activity or threats to the integrity of the Service, suspension may take effect immediately.

Where reasonably possible, Twproject will inform the Customer of the reason for suspension and the steps required to restore the Service.

Upon termination or non-renewal, the Customer’s right to use the Service ends and Customer Data will be handled in accordance with the deletion and retention provisions set out in these Terms.

20. Indemnification

The Customer agrees to indemnify and hold Twproject harmless from third-party claims, damages and reasonable costs arising directly from:

• unlawful Customer Content;
• infringement of third-party intellectual property rights attributable to Customer Content;
• unlawful use of the Service by the Customer;
• a material breach by the Customer of applicable data protection obligations relating to Customer Data.

This obligation applies only to the extent that the relevant claim results from acts or omissions attributable to the Customer.

Twproject will reasonably cooperate with the Customer in the defence of such claims.

21. Error Monitoring and Diagnostic Data

To improve the stability, security and reliability of the Service, Twproject uses its proprietary automated error monitoring system, BugsVoice, hosted within Twproject’s cloud infrastructure to collect and process diagnostic information generated when software exceptions or application errors occur.

Diagnostic information may include:

• technical error logs and stack traces;
• database type and technical environment information;
• the IP address of the machine generating the error;
• the Twproject licence identifier;
• optional information voluntarily submitted by Users through the error report form, such as a description of the actions being performed when the error occurred.

Such information is collected solely for the purposes of:

• detecting, analysing and resolving software defects;
• maintaining service security and operational reliability;
• improving product performance and user experience.

Submission of additional information through the error report form is optional.

Core diagnostic information relating to an exception may be transmitted automatically even where the form is not completed.

Twproject processes such information in accordance with applicable data protection laws and applies appropriate technical and organizational measures designed to protect its confidentiality and integrity.

22. Electronic Contracting and Notices

The Customer’s affirmative act of registering for and using the Twproject hosted Service constitutes acceptance of these Terms and consent to enter into agreements with Twproject electronically.

The Customer agrees that Twproject may provide notices, disclosures, service communications and other records concerning the Service electronically.

Electronic notices may be provided:

1. to the email address registered for the Customer Account;
2. through the Customer Account or Service interface; or
3. by publication through the Twproject Service where appropriate.

The Customer is responsible for maintaining a valid email address and suitable Internet access to receive such communications.

Electronic versions of these Terms and other contractual documents may be downloaded or printed by the Customer.

To the extent permitted by applicable law, agreements entered into electronically shall have the same legal effect as agreements executed in writing.

23. Entire Agreement

These Terms, together with any applicable order form, commercial agreement, Data Processing Agreement and expressly incorporated policies, constitute the entire agreement between the Customer and Twproject concerning the Service and supersede prior agreements concerning the same subject matter.

If any provision of these Terms is held invalid or unenforceable, that provision shall be interpreted or limited to the minimum extent necessary to make it enforceable while preserving, as far as possible, the Parties’ original intention.

The remaining provisions shall continue in full force and effect.

Failure by either Party to exercise or enforce a right under these Terms shall not constitute a waiver of that right.

24. Governing Law and Jurisdiction

These Terms are governed by Italian law.

Unless otherwise required by mandatory applicable law, any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the Court of Florence, Italy.

25. Copyright Infringement

Twproject respects the intellectual property rights of others.

If You believe that material accessible through the Twproject hosted Service infringes Your copyright, You may report the matter to:

info@twproject.com

The notice should include sufficient information to identify the allegedly infringing material and the rights concerned.

26. Trademarks

All trademarks, logos and trade names appearing on Twproject websites, services and related domains are the property of Twproject or their respective owners.

Addendum

Data Processing Agreement