Terms and Conditions

LAST UPDATED: March 2025

IMPORTANT – PLEASE READ CAREFULLY:
These Terms and Conditions constitute a legally binding agreement between you (“Customer”) and Dataspark SRL (“Provider,” “we,” “us,” or “our”). By purchasing a subscription, registering for an account, or by accessing or using the Platform in any way, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not register for, subscribe to, or use the Platform.

The Platform may include components that are open‑source software licensed under the terms of their respective open‑source licenses. Nothing in these Terms shall limit your rights under any such open‑source license.

1. Definitions
Agreement
These Terms and Conditions, as may be updated from time to time, together with any documents expressly incorporated by reference. The most recent version is always available at https://www.dataspark.org/terms-and-conditions.

Confidential Information
All non‑public information disclosed by one party to the other, whether in written, electronic, or oral form, that is designated as confidential or that reasonably should be understood to be confidential.

Customer
The legal entity that subscribes to, registers for, or uses the Platform.

Documentation
Any user guides, technical manuals, or other materials provided by Provider explaining the features, functionality, or use of the Platform. The latest version can be found at https://docs.dataspark.org.

EULA
The End User License Agreement that authorized users must accept before accessing or using the Platform. The latest version is available at https://www.dataspark.org/eula.

Intellectual Property Rights
All patents, copyrights, trademarks, trade secrets, moral rights, and other proprietary rights in or associated with the Platform.

Payment Schedule
The schedule of subscription plans, pricing, payment terms, and any discounts or promotions, as published at https://www.dataspark.org/pricing.

Platform
The web‑based software-as-a-service (SaaS) offering provided by Provider at https://app.dataspark.org or any successor URLs.

Provider
Dataspark SRL, a società a responsabilità limitata registered under the laws of Italy, with registered office at Via Roma 123, 20121 Milan, Italy, VAT number IT01234567890.

Subscription Fees
The fees payable by Customer to Provider for access to and use of the Platform, as set forth in the Payment Schedule.

User Data
All electronic data, content, and information submitted, uploaded, or processed by Customer or its authorized users through the Platform.

2. Grant of License & Access Rights
Subject to Customer’s compliance with this Agreement and payment of all applicable Subscription Fees, Provider hereby grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Platform during the term of Customer’s subscription, solely for Customer’s internal business purposes.

Customer shall not, directly or indirectly:

Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Platform;

Modify, create derivative works of, or distribute the Platform or any part thereof without Provider’s express written consent;

Use the Platform to develop, market, or distribute a competing service;

Transfer, sublicense, rent, lease, or resell access to the Platform.

Provider reserves the right to suspend or terminate Customer’s access immediately upon any suspected or actual breach of these Terms. Use of the Platform for personal, family, or household purposes is strictly prohibited.

3. Customer Obligations
Compliance with Law. Customer will comply with all applicable laws, regulations, and industry standards in connection with its use of the Platform.

User Data. Customer shall be solely responsible for the accuracy, quality, and legality of all User Data. Customer represents and warrants that it has all necessary rights, licenses, and consents to upload and process such User Data.

Account Security. Customer must maintain the confidentiality of login credentials and is responsible for all activities under those credentials. Customer shall promptly notify Provider of any unauthorized use or suspected breach of security.

Usage Limits. Customer’s use of the Platform is subject to the limits set forth in the Payment Schedule. Any usage in excess of those limits may incur additional fees.

Prohibited Content. Customer shall not upload or transmit any content that is unlawful, defamatory, obscene, infringing, or otherwise objectionable.

Authorized Users. Customer shall ensure that only its employees or contractors who have agreed to be bound by the EULA access the Platform. Customer shall not share account credentials with third parties.

Audit. Provider may, upon reasonable prior notice, audit Customer’s use of the Platform to ensure compliance with these Terms.

Underpayment. If Provider reasonably believes that Customer has underpaid Subscription Fees, Provider may invoice Customer for the amount that would have been payable had usage been correctly reported; Customer shall pay such invoice within 30 days.

4. Intellectual Property Rights
Platform Ownership. Provider retains all rights, title, and interest in and to the Platform, Documentation, and any associated intellectual property.

Customer Data Ownership. Customer retains all rights in and to its User Data. Provider obtains only the limited license necessary to host, store, and process that data for the purpose of providing the Platform.

Feedback License. Customer grants Provider a worldwide, perpetual, irrevocable, royalty‑free license to use any feedback, suggestions, or ideas provided by Customer to improve the Platform.

Marketing License. Customer grants Provider a non‑exclusive, royalty‑free license to use Customer’s name and logo in promotional materials, subject to Customer’s prior written approval, which shall not be unreasonably withheld.

5. Confidentiality
Each party agrees to maintain in strict confidence all Confidential Information received from the other and to use such information only as necessary to perform its obligations under this Agreement. Disclosure is permitted only to employees, agents, or contractors with similar confidentiality obligations. These confidentiality obligations survive termination or expiration of this Agreement.

6. Data Protection
To the extent Provider processes personal data on behalf of Customer, Provider shall act as a data processor under EU Regulation 2016/679 (GDPR) and Italian Legislative Decree 196/2003 (as amended). The parties shall enter into a separate Data Processing Addendum incorporating the EU standard contractual clauses, as amended by Commission Implementing Decision 2021/914, to govern such processing.

7. Fees & Payment Terms
Subscription Fees. Customer shall pay all fees specified in the Payment Schedule. All fees are exclusive of VAT and other applicable taxes, which Customer shall also pay.

Invoices & Payment. Fees are invoiced in advance and are due 30 days from the invoice date. Late payments shall accrue interest at 1 % per month or the maximum rate permitted by Italian law, whichever is lower.

Non‑Refundable. All fees are non‑refundable, and no credits will be issued for partial periods.

Automatic Renewal. Unless terminated in accordance with Section 10, subscriptions will automatically renew for successive terms equal to the expiring term at the then‑current rates.

Fee Changes. Provider may update its Subscription Fees with thirty (30) days’ prior notice. Changes will apply at the next renewal term.

8. Service Levels & Support
Provider aims to make the Platform available 99.5 % of the time, excluding scheduled maintenance and force majeure events. Support inquiries will be addressed in accordance with Provider’s published support policy. Customer’s sole remedy for any failure by Provider to meet service levels shall be credits or cancellation as set forth in the support policy.

9. Warranties & Disclaimers
Performance Warranty. Provider warrants that the Platform will operate materially in accordance with the Documentation.

Disclaimer. EXCEPT FOR THE FOREGOING WARRANTY, THE PLATFORM IS PROVIDED “AS-IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.

10. Termination & Suspension
Termination for Cause. Either party may terminate immediately if the other party breaches any material provision and fails to cure within 30 days of written notice.

Termination for Non‑Payment. Provider may suspend or terminate access if Customer fails to pay undisputed amounts within 15 days after notice of non‑payment.

Effect of Termination. Upon termination, Customer’s access to the Platform will cease. Provider will delete or return Customer Data in accordance with the Data Processing Addendum.

11. Liability & Indemnification
Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY’S AGGREGATE LIABILITY SHALL EXCEED THE AMOUNTS PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE CLAIM.

Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

Customer Indemnity. Customer shall indemnify, defend, and hold harmless Provider against any third‑party claims arising out of Customer’s breach of Section 3 (Customer Obligations) or infringement of third-party rights.

Provider Indemnity. Provider shall indemnify, defend, and hold harmless Customer against any third‑party IP infringement claims to the extent caused by Provider’s delivery of the Platform.

12. Miscellaneous
Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond reasonable control, except Customer’s payment obligations.

Entire Agreement. This Agreement, including any exhibits or addenda, constitutes the entire agreement and supersedes prior agreements.

Amendments. Any amendment must be in writing and signed by both parties.

Assignment. Customer may not assign its rights without Provider’s prior written consent.

Governing Law. This Agreement shall be governed by and construed in accordance with Italian law.

Dispute Resolution. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of Milan, Italy.