Terms of use
GreenRouter’s Services
Welcome to www.GreenRouter.it (hereinafter the “Website” or “GreenRouter”) the digital platform enabling the environmental impact valuation of company logistics and goods handling by means of innovative instruments.
The access to the platform is reserved to companies having – either directly or through their respective controlling entity or by means of any other third party subject actually having the power to represent them – entered into a prior commercial agreement with GreenRouter (the “Framework Agreement”) relating to the provision of our services and, as a result, have been provided with GreenRouter’s distinctive access codes necessary to validate their respective use (the “Distinctive Validation Codes”) and certifying each single company’s entry on our platform.
The action of clicking on the “I agree” button at the end of the initial registration procedure, shall be deemed as the single company’s undertaking to agree on and accept these General Terms and Conditions of Supply of the services provided by GreenRouter.
General Terms and Conditions of Supply
1. The GreenRouter Services
1.1 By accepting these GreenRouter’s General Terms and Conditions of Supply and completing the different steps of the relevant registration procedure, GreenRouter shall provide the company being registered onto the Website (hereinafter a “Registered Company”) the services from time to time better specified on any single Website page subject to restricted access.
1.2 The services made available through the Website to the Registered Company may be either provided free of charge or against payment by GreenRouter, in accordance with the Framework Agreement executed by – or on behalf of – each single Registered Company. In the event that, in the course of time, GreenRouter is intending to offer a Registered Company the opportunity to use certain specific additional services, GreenRouter reserves the right to request any such single Registered Company to execute addendums to the relevant Framework Agreement, depending on the nature of additional services GreenRouter is willing to provide by means of the Website.
1.3 Upon completion of the relevant registration process, the Registered Company shall have access to its own exclusive area onto the Website (the “Corporate Reserved Area”), where the Registered Company will find all instruments and instructions enabling the use of the tools and services made available to the Registered Company by GreenRouter in compliance with the relevant Framework Agreement in force and applicable from time to time. Within the Corporate Reserved Area, the Registered Company shall also have access to its own Framework Agreement in force from time to time as executed by – or on behalf of – each single Registered Company.
1.4 GreenRouter reserves the right to modify, amend, widen or delete - as a whole or in part - these General Terms and Conditions of Supply, at GreenRouter’s exclusive discretion and at any time, by publishing the new amended version of these General Terms and Conditions of Supply on the web page at the URL https://www.greenrouter.it/page/index/terms (all together the “Amendments”). On the other hand, a 30-day advance warning message displayed onto the Corporate Reserved Area shall notify the Registered Company that, unless differently specified, these General Terms and Conditions of Supply, as modified in accordance with the Amendments, shall become automatically effective and in full force after a 30-day term of the relevant publication onto the dedicated web pages of the Website. ANY FURTHER USE OF THE GREENROUTER SERVICES BY THE REGISTERED COMPANY AFTER THE EXPIRY OF SUCH A 30-DAY TERM SHALL BE DEEMED AS A FORMAL ACCEPTANCE OF THESE GENERAL TERMS AND CONDITIONS OF SUPPLY, AS MODIFIED BY THE AMENDMENTS.
1.5 THE REGISTERED COMPANY’S USE OF THE SERVICES FROM TIME TO TIME MADE AVAILABLE THROUGH THE WEBSITE BY GREENROUTER IS, HOWEVER, CONDITIONAL UPON THE REGISTERED COMPANY’S FULL COMPLIANCE WITH - AND RESPECT OF - ANY ADDITIONAL RULES, GUIDELINES OR INSTRUCTIONS PUBLISHED ON THE WEBSITE BY GREENROUTER RELATING TO ANY SUCH SERVICES AND/OR SPECIFIC APPLICATIONS (the “Additional Regulations”). By means of reference made by this clause, all Additional Regulations shall be deemed hereby expressly recalled and incorporated into these General Terms and Conditions of Supply. In case of discrepancies between these General Terms and Conditions of Supply and any other documents herein recalled and incorporated by means of reference, these General Terms and Conditions of Supply shall be deemed prevailing. AS AN EXCEPTION TO THIS LATTER PROVISION, ANY SPECIFIC CLAUSES WITHIN THE FRAMEWORK AGREEMENT AND ANY OF ITS POTENTIAL AMENDMENTS SHALL ALWAYS BE DEEMED PREVAILING ON ANY SINGLE PROVISIONS OF THESE GENERAL TERMS AND CONDITIONS OF SUPPLY.
2. Registration, Distinctive Validation Codes
2.1 In order to have access to our services, the use of the Distinctive Validation Codes provided by G reenRouter upon execution of the Framework Agreement is compulsory. Any such Distinctive Validation Code is strictly personal, cannot be used from two or more different posts at the same time nor be assigned nor transferred to any third parties whatsoever by the Registered Company. THE REGISTERED COMPANY SHALL BE DEEMED LIABLE VIS-À-VIS GREENROUTER AND/OR ANY THIRD PARTIES FOR ANY AND ALL ACTIONS, TRANSACTIONS, AND/OR CIRCUMSTANCES OCCURRED AND/OR CARRIED OUT BY USING A DISTINCTIVE VALIDATION CODE PROVIDED TO SUCH A REGISTERED COMPANY. THE REGISTERED COMPANY IS THEREFORE UNDER THE OBLIGATION TO PRESERVE THE CONFIDENTIALITY AND SECRECY OF ANY SINGLE DISTINCTIVE VALIDATION CODE SO PROVIDED AND SHALL INFORM GREENROUTER FORTHWITH OF ANY UNAUTHORIZED USE OF IT OR OF ITS LOSS.
2.2 WITHOUT PREJUDICE TO THE PROVISIONS SET FORTH IN THESE GENERAL TERMS AND CONDITIONS OF SUPPLY, UNDER NO CIRCUMSTANCES SHALL GREENROUTER BE DEEMED LIABLE, EITHER DIRECTLY OR INDIRECTLY, IN ANY FORM OR ON THE BASIS OF ANY THEORY OF RESPONSIBILITY WHATSOEVER, FOR ANY LOSSES OR DAMAGES OF ANY NATURE WHATOSEVER RESULTING OUT OF, OR RELATING TO, THE REGISTERED COMPANY’S BREACH OF ANY OF THE PROVISIONS OF THIS ARTICLE 2.
2.3 GREENROUTER, AT ITS OWN DISCRETION AND WITHOUT PRIOR NOTICE, SHALL BE FREE TO HINDER AND/OR RESTRICT THE REGISTERED COMPANY’S ACCESS TO ITS OWN CORPORATE RESERVED AREA AND/OR SUSPEND THE OPERATING POWER OF ONE OR MORE DISTINCTIVE VALIDATION CODE(S) PROVIDED TO ANY SUCH REGISTERED COMPANY, IN THE EVENT THAT GREENROUTER HAS REASONABLE GROUNDS TO BELIEVE THAT A SUBSTANTIAL BREACH OF THESE GENERAL TERMS AND CONDITIONS OF SUPPLY AND, IN PARTICULAR, OF THIS ARTICLE 2 HAS OCCURRED, OR IN THE EVENT THAT THE REGISTERED COMPANY CARRIES OUT AN UNLAWFUL OR INCORRECT USE OF GREENROUTER SERVICES.
3. Corporate Reserved Area, Corporate Contents and relevant use by GreenRouter
3.1 By accessing the Corporate Reserved Area in compliance with these General Terms and Conditions of Supply and the Additional Regulations or the Framework Agreement applicable from time to time, the Registered Company shall make use of the services made available by GreenRouter through its own digital platform from time to time, and namely shall upload all data necessary to verify the environmental impact or to carry out any other elaboration processing enabled by GreenRouter’s services, filling in the special digital forms according to the instructions made available by GreenRouter from time to time (the “Corporate Data”).
3.2 The Registered Company shall always keep and maintain all proprietary rights and titles in and to its own Corporate Data. However, by uploading the Corporate Data onto its own Corporate Reserved Area the Registered Company undertakes, acknowledges and agrees to:
3.2.(i) grant GreenRouter a royalty free and exempt from any future request of any possible payments or fees whatsoever, perennial, worldwide and non-exclusive license to copy, display, operate, use, reproduce, transmit, communicate, make available to the public and/or translate, either directly or indirectly, as a whole or in part, by all means currently known or created in the future, the Corporate Data, in connection with any of the services provided by GreenRouter and/or howsoever connected with GreenRouter’s activities; and
3.2.(ii) let GreenRouter – in accordance with the relevant Framework Agreement in force – to enable the Registered Company’s controlling entity or such other third party subject having subscribed the Framework Agreement with GreenRouter on the Registered Company’s behalf, to keep view over the Registered Company’s Corporate Data, PROVIDED THAT THIS BE ALWAYS CARRIED OUT ON AN ANONYMOUS BASIS AND APPLYING CRITERIA UNDER NO CIRCUMSTANCES PERMITTING TO CONNECT ANY SINGLE CORPORATE DATA TO THE RELEVANT REGISTERED COMPANY AND FULLY COMPLYING WITH EU REGULATION 2016/679 (the so called “General Data Protection Regulation” or “GDPR”).
3.3 THE REGISTERED COMPANY SHALL BE DEEMED SOLELY AND EXCLUSIVELY LIABLE FOR ALL CORPORATE DATA UPLOADED ONTO ITS OWN CORPORATE RESERVED AREA AND ACKNOWLEDGES AND REPRESENTS THAT THE GREENROUTER’S SERVICES ARE JUST MEANT FOR PROVIDING TECHNICAL INSTRUMENTS FOR THE ELABORATION AND THE OVERALL PRESENTATION OF THE CORRESPONDING REPORT BASED ON SUCH CORPORATE DATA ONLY. AS A RESULT, BY AGREEING ON THESE GENERAL TERMS AND CONDITIONS OF SUPPLY THE REGISTERED COMPANY REPRESENTS, ACKNOWLEDGES AND WARRANTS THAT THE CORPORATE DATA – SUCH AS FROM TIME TO TIME UPLOADED ONTO THE CORPORATE RESERVED AREA - SHALL BE FREE FROM ANY VIRUSES WHATSOEVER, ADWARE, SPYWARE, WARMS AND/OR ANY OTHER HARMFUL CODES AND/OR ANY OTHER CONTENTS OR FILES ENABLING A WAY TO ACCESS POTENTIALLY UNLAWFUL CONTENTS OUTSIDE THE GREENROUTER’S SERVICES.
3.4 BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS OF SUPPLY, THE REGISTERED COMPANY REPRESENTS AND WARRANTS TO AND WITH GREENROUTER THAT THE REGISTERED COMPANY SHALL NOT CARRY OUT NOR SHALL IT ALLOW NOR AUTHORIZE:
3.4.(i) THE UPLOADING OR CREATION WITHIN THE CORPORATE RESERVED AREA OF ANY CORPORATE DATA OR ANY OTHER CONTENTS OF ANY KIND WHATOSEVER BEING IN BREACH OF ANY LAWS, REGULATIONS OR THIRD-PARTY RIGHTS (INCLUDING, WITHOUT LIMITATION: TRADE SECRETS, INTELLECTUAL PROPERTY RIGHTS, DATA PRIVACY RIGHTS OR ADVERTISING RIGHTS);
3.4.(ii) THE PUBLICATION OF FALSITIES OR FALSE REPRESENTATIONS WHICH MAY BE HARMFUL TO GREENROUTER OR ANY THIRD PARTIES WHATSOEVER;
3.4.(iii) THE UNAUTHORIZED ACCESS TO THIRD PARTIES’ ACCOUNTS FOR GREENROUTER SERVICES, THE ALTERATION OF IDENTITIES OR CONTENTS AND/OR INFORMATION TRANSMITTED BY MEANS OF THE GREENROUTER’S SERVICES, OR THE IMPLEMENTATION OF SIMILAR FRAUDULENT ACTIVITIES;
3.4.(iv) THE USE OF GREENROUTER’S SERVICES FOR PURPOSES OTHER THAN THE MERE ACCESS TO THEM JUST AS THEY ARE PROVIDED BY GREENROUTER;
3.4.(v) TO BYPASS, DISACTIVATE OR IN WHATEVER WAY INTERFERE WITH ANY APPLICATIONS RELATING TO THE WEBSITE AND/OR GREENROUTER’ SERVICES SECURITY OR ANY OTHER APPLICATIONS PREVENTING, LIMITING OR RESTRAINING THE USE OR COPYING OF ANYTHING SPECIFIC IN THE MATERIALS OF ANOTHER USER OF THE WEBSITE;
3.4.(vi) THE DELETION OF INFORMATION OR WARNINGS RELATING TO COPYRIGHT OR OTHER PROPRIETARY RIGHTS AS WELL AS LIABILITY WAIVERS RELATING TO THE GREENROUTER SERVICES OR THIRD-PARTY CONTENTS WHATSOEVER;
3.4.(vii) TO COLLECT OR TRY TO COLLECT PERSONAL INFORMATION RELATING TO WEBSITE USERS OR OTHER THIRD PARTIES WITHOUT THEIR RELEVANT PRIOR AND DULY INFORMED CONSENT, AS WELL AS USE MATERIALS, THIRD PARTY CONTENTS OR OTHER MATERIALS EMBEDDED IN THE GREENROUTER SERVICES FOR ANY COMMERCIAL USES NOT AUTHORIZED BY GREENROUTER, SAVE AS EXPRESSLY PROVIDED FOR BY THESE GENERAL TERMS AND CONDITIONS OF SUPPLY;
3.4.(viii) THE REVERSE ENGINEERING, DECOMPLIATION, DISASSEMBLING OR ATTEMPT IN WHATEVER WAY TO FIND OUT THE BASE SOURCE CODE OF THE GREENROUTER SERVICES SOFTWARE OR ANY PART THEREOF, SAVE AND EXCLUSIVELY WITHIN THE LIMITS OF ANY SUCH ACTIVITIES BEING EXPRESSLY AUTHORIZED BY ANY APPLICABLE LAWS, THE LIMITATIONS HEREOF NOTWITHSTANDING;
3.4.(ix) THE MODIFICATION, ADAPTATION, TRANSLATION OR CREATION OF DERIVATIVE WORKS BASED ON THE GREENROUTER’S SERVICES OR ANY PART THEREOF OR ANY DERIVATIVE WORKS THEREON BASED, SAVE AND EXCLUSIVELY WITHIN THE LIMITS OF ANY SUCH ACTIVITIES BEING EXPRESSLY AUTHORIZED BY ANY APPLICABLE LAWS, THE LIMITATIONS HEREOF NOTWITHSTANDING;
3.4.(x) TO INTENTIONALLY INTERFERE WITH OR DAMAGE THE WEBSITE OPERATIONS AND/OR THE OPERATION OF THE SERVICES THROUGH IT PROVIDED OR THEIR RELEVANT FRUITION BY WHATEVER USER, IN ANY WAY AND BY ALL MEANS INCLUDING BY MEANS OF UPLOADING OR, HOWEVER, DISSEMINATING VIRUSES, ADWARE, SPYWARE, WARMS OR ANY OTHER HARMFUL CODES WHATSOEVER;
3.4.(xi) TO UNDERTAKE ANY ACTIONS IMPLYING OR (UPON GREENROUTER’S EXCLUSIVE VALUATION) BEING BOUND TO IMPLY AN UNREASONABLE OR DISPROPORTIONATE BURDENING OF GREENROUTER’S PLATFORM STUCTURES;
3.4.(xii) TO INTERFERE OR ATTEMPT TO INTERFERE WITH THE WEBSITE AND/OR THE GREENROUTER SERVICES CORRECT FUNCTIONING OR THE CORRECT FUNCTIONING OF ANY ACTIVITIES BOUND TO BE IMPLEMENTED THROUGH THEM, SUCH AS, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, BYPASSING INSTRUMENTS MEANT FOR THE EXCLUDING ROBOTS OR OTHER MEASURES THAT GREENROUTER MAY USE TO PREVENT UNAUTHORIZED ACCESSES TO THE SERVICES PROVIDED BY GREENROUTER.
3.5 Save in any case the provisions set forth in the preceding clauses hereinabove and namely the provisions of clause 3.2(ii), GreenRouter for its part undertakes to keep confidential the Corporate Date uploaded or created within the Corporate Reserved Area by the Registered Company.
4. Termination; Terms of Use; Breaches
4.1 GreenRouter’s right to interrupt the provision of its own services or terminate the Framework Agreement. By accepting these General Terms and Conditions of Supply the Registered Company expressly accepts and undertakes that, UPON THE OCCURRENCE OF SPECIFIC BREACHES OF THE PROVISIONS SET FORTH IN THE PRECEDING CLAUSE 3.4, GREENROUTER, AT ITS OWN EXCLUSIVE DISCRETION AND WITHOUT BEING LIABLE FOR THE PAYMENT OF ANY PENALTIES OR INDEMNIFICATIONS WHATOSEVER, SHALL CLOSE ANY ACCOUNTS (OR ANY PARTS THEREOF) THAT THE REGISTERED COMPANY MAY HAVE WITH GREENROUTER OR INHIBIT THE REGISTERED COMPANY’S USE OF THE WEBSITE AND/OR ONE OR MORE OF THE SERVICES PROVIDED BY GREENROUTER, AS WELL AS SHALL REMOVE AND/OR DELETE AS A WHOLE OR IN PART THE REGISTERED COMPANY’S CORPORATE RESERVED AREA AND ANY CORPORATE DATA THEREIN EXISTING AT ANY TIME.
4.2 SHOULD GREENROUTER SUSPECT THAT THE REGISTERED COMPANY IS CARRYING OUT ACTIONS IN BREACH OF THE PROVISIONS SET FORTH IN THE PRECEDING CLAUSE 3.4, GREENROUTER SHALL, FURTHERMORE, AT ANY TIME AND AT ITS OWN EXCLUSIVE DISCRETION, INTERRUPT THE RELEVANT REGISTERED COMPANY’S ACCESS TO THE GREENROUTER’S SERVICES, OR ANY PART THEREOF, FOR THE ENTIRE DURATION OF TIME NECESSARY TO GREENROUTER TO CARRY OUT ALL INVESTIONGATIONS AND VERIFICATIONS CONCERNING THE REGISTERED COMPANY’S CONDUCT ON THE WEBSITE.
4.3 THE REGISTERED COMPANY UNDERTAKES AND AGREES THAT ANY CLOSURE OF OR INTERRUPTION OF THE REGISTERED COMPANY’S ACCESS TO THE WEBSITE AND/OR THE GREENROUTER’S SERVICES OR ANY OTHER ACCOUNTS – OR PART THEREOF – THAT THE REGISTERED COMPANY MAY HAVE ON THE WEBSITE SHALL BE IMPLEMENTED BY GREENROUTER PURSUANT TO CLAUSES 4.1 AND 4.2 HEREINABOVE WITHOUT PRIOR NOTICE AND UNDER NO CIRCUMSTANCES SHALL GREENROUTER BE DEEMED LIABLE VIS-À-VIS THE REGISTERED COMPANY OR ANY THIRD PARTIES WHATOSEVER WITH RESPECT TO ANY SUCH CLOSURE AND/OR SUSPENCTION AND/OR INTERRUPTION. MOREOVER, IN ADDITION TO ANY OTHER INSTRUMENTS SET FORTH BY THE LAW FOR THE PROTECTION OF GREENROUTER’S RIGHTS AND CAUSES OF ACTIONS, GREENROUTER RESERVES THE RIGHT TO REPORT ANY ACTIVITIES DEEMED FRAUDULENT, ILLEGAL OR UNLAWFUL TO ANY COMPETENT AUTHORITIES HAVING JURISDICTION.
4.4 Registered Company’s Withdrawal. In the event that the Registered Company is dissatisfied with: (i) the services provided by GreenRouter; (ii) any of the clauses set forth by these General Terms and Conditions of Supply; (iii) any GreenRouter’s regulations or policies in the provision and/or the performance of any of the services provided by GreenRouter; or (iv) any contents or information whatsoever broadcasted through the Website and/or embedded in the services provided by GreenRouter, the sole instrument available for the Registered Company’s protection is to withdraw from the Framework Agreement as well as from these General Terms and Conditions of Supply and the cancellation of the Registered Company’s account from the Website activating the specific functions available in the Corporate Reserved Area and in accordance with these General Terms and Conditions of Supply, THE REGISTERED COMPANY HEREBY EXPRESSLY WAIVING ANY AND ALL CLAIMS FOR ANY INDEMNIFICATIONS OR REIMBURSEMENTS OF WHAT UNTIL THAT MOMENT PAID TO GREENROUTER WHATSOEVER.
4.5 Survival of clauses. Upon termination of these General Terms and Conditions of Supply, any such clauses which, being expressly set forth or by their relevant nature, are destined to remain in force, shall be deemed surviving this agreement termination or its relevant expiration, including each of the following clauses: 3.2.(i) (GreenRouter being granted a perennial and for free license to use the Corporate Data), 3.3 and 3.4 (the Registered Company’s warranties relating to the Corporate Data uploaded onto the Corporate Reserved Area), 7.1 (the Registered Company’s undertakings to indemnify), as well as articles 5, 6 and 11 hereof.
5. Liability waiver
5.1 By accepting these General Terms and Conditions of Supply the Registered Company is aware, acknowledges and agrees that GreenRouter shall supply its own services and shall enable its own customers to develop valuation reports, by making recourse to and matching together diverse data already in the public domain and published by databases belonging to governmental agencies or, however, public entities or by private institutions for authority and reputation leading their respective fields of activities, RELATING TO WHICH GREENROUTER DOES NOT CARRY OUT ANY PRIOR ACCURACY OR EXACTNESS IN CALCULATION VERIFICATIONS, GreenRouter having no direct control over any such data. As a result, GREENROUTER UNDERTAKES NO LIABILITIES WHATOSERVER VIS-À-VIS THE REGISTERED COMPANY AS TO THE CORRECTNESS OF THE RESULTS ARISING OUT OF THE FINAL CALCULATIONS IN THE REPORTS DEVELOPED BY THE REGISTERED COMPANY BY USING THE GREENROUTER’S SERVICES.
5.2 Notwithstanding the above, by accepting these General Terms and Conditions of Supply the Registered Company expressly represents to be aware that the Website and the services supplied by GreenRouter are all provided through the Internet and, taken into account the possible instability of the Internet environment, all such services and related functionality may be subject to interruptions or activity suspensions in a way totally independent of any GreenRouter’s controls. As a result, THE REGISTERED COMPANY ACKNOWLEDGES AND AGREES THAT IN CASE OF UNFORSEEABLE AND OUT OF GREENROUTER’S DIRECT CONTROL EVENTS REQUIRING UNSCHEDULED EMERGENCY MAINTENANCE BY GREENROUTER AND IMPLYING A CONSEQUENT INTERRUPTION – AS A WHOLE OR IN PART – OF THE SERVICES PROVIDED BY GREENROUTER THROUGH THE WEBSITE, THE SOLE GREENROUTER’S OBLIGATION VIS-À-VIS THE REGISTERED COMPANY SHALL BE TO ENSURE TO LIMIT IN AS MUCH AS POSSIBLE THE DRAWBACKS AND/OR INCONVENIENCES SUCH EVENTS MAY CAUSE TO THE REGISTERED COMPANY, WITHOUT GREENROUTER BEING HELD HOWSOEVER LIABLE VIS-À-VIS THE REGISTERED COMPANY FOR WHATEVER LOSSES OR DAMAGES THE REGISTERED COMPANY MAY INCUR INTO.
5.3 THE SERVICES SUPPLIED BY GREENROUTER AND/OR THE CONTENTS AND/OR MATERIALS ONTO THE WEBSITE AND OR EMBEDDED INTO THE SERVICES SO SUPPLIED BY GREENROUTER SHALL BE PROVIDED ON AN “AS THEY ARE” BASIS AND WITHOUT THE PROVISION OF ANY FURTHER WARRANTIES BY GREENROUTER.
5.4 GREENROUTER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNORS AND SUPPLIERS DO NOT PROVIDE ANY WARRANTIES OF ANY KINDS WHATOSEVER TO THE REGISTERED COMPANY OR ANY OTHER THIRD PARTIES CONCERNING THE SERVICES PROVIDED BY GREENROUTER AND TO THIS REGARD SHALL LIMIT ANY GUARANTEES TO THE MAXIMUM EXTENT PERMITTED BY THE LAW.
5.5 WITHOUT ANY PREJUDICE TO THE FOREGOING, WITH RESPECT TO THE SERVICES SUPPLIED BY GREENROUTER AND/OR THE CONTENTS AND/OR MATERIALS ONTO THE WEBSITE AND/OR EMBEDDED INTO THE GREENROUTER’S SERVICES, GREENROUTER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNORS AND SUPPLIERS DO NOT PROVIDE – AND IN ANY CASE SHALL LIMIT TO THE MAXIMUM POSSIBLE EXTENT PERMITTED BY THE LAW - ANY FORM OF WARRANTIES WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY:
5.5.(i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC SCOPE OF THE GOODS AND SERVICES PROVIDED BY GREENROUTERS;
5.5.(ii) NO BREACH OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETORY RIGHTS WARRANTIES;
5.5.(iii) WARRANTIES FOR DELAYS, INTERRUPTIONS, FAULTS OR OMISSIONS IN THE GREENROUTER’S SERVICES OR PART THEREOF;
5.5.(iv) WARRANTIES RELATING TO THE TRANSMISSION AND PROVISION OF THE SERVICES SUPPLIED BY GREENROUTER;
5.5.(v) WARRANTIES OF ACCURACY OR CORRECTNESS OF THE DATA PROCESSED BY THE REGISTERED COMPANY THROUGH THE SERVICES DISPLAYED ONTO THE WEBSITE AND/OR INCLUDED IN THE GREENROUTER’S SERVICES; AND
5.5.(vi) OTHER WARRANTIES RELATING TO THE FUNCTIONING, NON-FUNCTIONING OR ANY OTHER ACTIVITIES OR OMISSIONS OF GREENROUTER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFIIATES, AGENTS, ASSIGNORS OR SUPPLIERS.
5.6 FURTHERMORE AND WITHOUT LIMITING THE VALIDITY OF THE FOREGOING, GREENROUTER DOES NOT PROVIDE ANY WARRANTIES WHATSOEVER CONCERNING THE FACT THAT THE SERVICES SUPPLIED BY GREENROUTER MAY BE FIT FOR THE REGISTERED COMPANY’S NEEDS OR REQUESTS OR THE NEEDS OR REQUESTS OF ANY OTHER THIRD PARTIES WHASOEVER. THE SERVICES SUPPLIED BY GREENROUTER MAY BE SUBJECT TO LIMITATIONS AS A CONSEQUENCE OF A VARIATY OF FACTORS INCLUDING THE RISKS INHERENTLY CONNECTED TO THE INTERNET OR THE USE OF THIRD PARTIES’ DATA OVER WHICH GREENROUTER HAS NO CONTROLS NOR CARRIES OUT ANY TRUTHFULNESS AND/OR CORRECTNESS TESTS.
5.7 NO SUGGESTIONS NOR INFORMATION THAT THE REGISTERED COMPANY MAY RECEIVE BY GREENROUTER OR THROUGH THE GREENROUTER’S SERVICES, EITHER IN THE ORAL OR IN THE WRITTEN FORM, SHALL BE DEEMED TO GIVE RISE TO WARRANTIES OF WHATEVER NATURE. THE REGISTERED COMPANY ACKNOWLEDGES AND AGREES THAT THE USE, ACCESS TO, DOWNLOAD OF OR OBTAINING OF INFORMATION OR DATA AND/OR MATERIALS IN ANY MANNERS WHATSOEVER THROUGH THE WEBSITE AND/OR THE SERVICES SUPPLIED BY GREENROUTER SHALL TAKE PLACE AT THE REGISTERED COMPANY’S EXCLUSIVE DISCRETION AND RISK; THEREFORE, THE REGISTERED COMPANY SHALL BE DEEMED SOLELY AND EXCLUSIVELY LIABLE FOR ANY AND ALL DAMAGES OR LOSSES INCURRED INTO BY THE REGISTERED COMPANY (INCLUDING ITS OWN INFORMATIC SYSTEMS), RESULTING OUT OF THE DOWNLOADING OR USE OF SUCH MATERIALS OR DATA.
6. Liability Limitation
6.1 UNDER NO CIRCUMSTANCES SHALL GREENROUTER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, ASSIGNORS, SUPPLIERS OR THIRD PARTIES INVOLVED IN THE CREATION, PRODUCTION AND PROVISION OF THE GREENROUTER’S SERVICES BE DEEMED LIABLE IN ANY MANNERS OR ON THE BASIS OF ANY ATTRIBUTION OF RESPONSIBILITY THEORIES FOR ANY LOSSES AND/OR DAMAGES OF ANY KINDS OR NATURES WHATOSEVER INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF:
6.1.(i) THE GREENROUTER’S SERVICES;
6.1.(ii) THE ACCESS TO, THE USE OF OR INABILITY TO USE THE GREENROUTER’S SERVICES BY THE REGISTERED COMPANY, ITS COLLABORATORS, EMPLOYEES OR ASSIGNEES OF WHATEVER KIND;
6.1.(iii) ANY PERFORMANCE FAILURES, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, FUNCTIONING OR TRANSMISSION DELAYS, COMPUTER VIRUSES, LINE OR SYSTEM BREAKDOWNS (INCLUDING LOSSES OF PROFITS, LOSSES OF COMMERCIAL OR BUSINESS OPPORTUNITIES, OR LOSSESS OF DATA), TRADE ACTIVITIES INTERRUPTIONS AS WELL AS DAMAGES DERIVING FROM INFORMATION INACCURACY OR CONNECTED TO INCONVENIENCES, DELAYS OR LACK OF USE OF THE GREENROUTER’S SERVICES;
6.1.(iv) BODILY INJURIES OR PROPERTY DAMAGES OF ANY KIND WHATOSEVER, DERIVING FROM THE ACCESS TO AND THE USE OF THE GREENROUTER’S SERVICES BY THE REGISTERED COMPANY, ITS OWN COLLABORATORS, EMPLOYEES OR ASSIGNEES OF WHATEVER NATURE;
6.1.(v) ANY UNAUTHORIZED ACCESS TO, OR USE OF GREENROUTER’S SECURITY SERVERS OR ANY IDENTIFIED INFORMATION THEREIN CONTAINED;
6.1.(vi) ANY WARMS, VIRUSES, TROJANS OR ALIKE WHICH MAY BE TRANSMITTED THROUGH THE GREENROUTER’S SERVICE BY WHATEVER THIRD PARTIES.
6.2 AS TO ANY FREE OF CHARGE SERVICES PROVIDED BY GREENROUTER, GREENROUTER UNDERTAKES NO LIABILITIES WHATSOEVER VIS-À-VIS THE REGISTERED COMPANY AS WELL AS VIS-À-VIS ITS EMPLOYEES, AGENTS AND/OR ASSIGNORS AND/OR ASSIGNEES OF WHATEVER KIND OR NATURE, FOR WHATEVER LOSSES, DAMAGES, OR RESPONSIBILITIES IN WHICH ANY SUCH PERSONS OR ENTITIES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THEIR RESPECTIVE USE OF THE SERVICES SO SUPPLIED BY GREENROUTER THROUGH THE WEBSITE.
6.3 IN ANY CASE, AS TO ANY SERVICES SUPPLIED BY GREENROUTER AGAINST PAYMENT THE OVERALL GREENROUTER’S LIABILITY VIS-À-VIS THE REGISTERED COMPANY, ITS RELEVANT AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY COLLABORATORS, ASSIGNORS OR SUPPLIERS, FOR ANY LOSSES, DAMAGES AND/OR ACTIONS DERIVING FROM, OR RELATED TO, THESE GENERAL TERMS AND CONDITIONS OF SUPPLY OR THE REGISTERED COMPANY’S USE OF THE GREENROUTER’S SERVICES OR THE REGISTERED COMPANY’S INTERACTION WITH OTHER GREENROUTER’S SERVICES USERS, SHALL NOT HOWEVER EXCEED THE MAXIMUM OVERALL AMOUNT OF ALL PAYMENT ACTUALLY MADE BY THE REGISTERED COMPANY DURING THE COURSE OF THE LAST 12 (TWELVE) MONTHS PRIOR TO THE DATE ON WHICH THE RELEVANT CLAIM IS RAISED.
7. Indemnification
7.1 THE REGISTERED COMPANY UNDERTAKES TO DEFEND, INDEMNIFY AND HOLD GREENROUTER, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, ASSIGNORS, SUPPLIERS, TRANSFEREES AND ASSIGNEES (THE INDEMNIFIED PARTIES) HARMLESS FROM ANY AND ALL LOSSESS, CLAIMS, DAMAGES OR LIABILITIES, INCLUDING LAWYERS AND/OR CONSULTANTS COSTS AND FEES, DERIVING FROM:
7.1.(i) ANY CLAIMS RELATED TO OR DERIVING FROM THE REGISTERED COMPANY’S BREACH OF THESE GENERAL TERMS AND CONDITIONS OF SUPPLY, INCLUDING WITHOUT LIMITATION, CLAIMS DERIVING FROM BREACHES OF THE REGISTERED COMPANY’S REPRESENTATIONS AND/OR WARRANTIES RENDERED PURSUANT TO THESE GENERAL TERMS AND CONDITIONS OF SUPPLY;
7.1.(ii) THE REGISTERED COMPANY’S USE OR INCORRECT USE OF, OR THE ACCESS TO, THE GREENROUTER’S SERVICES;
7.1.(iii) THE REGISTERED COMPANY’S BREACH OF LAWS, REGULATIONS AND/OR THIRD PARTIES’ RIGHTS, INCLUDING, WITHOUT LIMITATION, COPYRIGHT, OTHER PROPRIETORY OR DATA PROTECTION RIGHTS; OR
7.1.(iv) ANY OTHER ISSUES IN CONNECTION TO WHICH THE REGISTERED COMPANY’S OR THE RELEVANT CORPORATE DATA MAY HAVE CAUSED HARM TO ANY THIRD PARTIES.
7.2 GREENROUTER RESERVES THE RIGHT TO TAKE DIRECTLY CONTROL AND EXCLUSIVE DEFENSE OVER WHATEVER ISSUES AND/OR CLAIMS RELATING TO WHICH AN OBLIGATION TO INDEMNIFY GREENROUTER RESTS UPON THE REGISTERED COMPANY, AT THE REGISTERED COMPANY’S TOTAL COSTS AND EXPENSES, AND THE REGISTERED COMPANY HEREBY UNDERTAKES TO ACTIVELY COOPERATE WITH GREENROUTER IN SETTING UP AND ADMINISTERING THE DEFENSE OF ANY SUCH ISSUES AND/OR CLAIMS.
8. Assignment
THE REGISTERED COMPANY HAS NO RIGHTS TO ASSIGN NOR TRANSFER TO ANY THIRD PARTIES WHATSOEVER, AS A WHOLE OR IN PART, THE AGREEMENT PURSUANT TO THESE GENERAL TERMS AND CONDITIONS OF SUPPLY OR ANY OF THE RIGHTS AND/OR OBLIGATIONS ARISING OUT OF OR UNDERTAKEN BY AND/OR ANY OF THE LICENSES GRANTED BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS TO SUPPLY. ON THE OTHER HAND, GREENROUTER SHALL HAVE THE RIGHT TO ASSIGN AS A WHOLE OR IN PART SUCH AN AGREEMENT AS WELL AS ANY RIGHTS AND/OR OBLIGATIONS AND/OR LICENSES ARISING THEREFROM TO ANY THIRD PARTIES WITH NO LIMITATIONS.
9. Waivers and Clauses severability
The omission to request that any provisions of these General Terms and Conditions of Supply be complied with shall not be deemed limiting or annulling GreenRouter’s right to request the relevant compliance at any time, even though at a later stage; similarly, any omissions to call for the non-fulfillment or breach of these General Terms and Conditions of Supply or any Additional Regulations or the Framework Agreement shall not be construed as a GreenRouter’s waiver to exercise its own relevant rights vis-à-vis any subsequent non fulfillments or breaches or as a waiver to request that the such non fulfilled or violated provisions be complied with and implemented. In the event that any parts of these General Terms and Conditions of Supply and/or the Additional Regulations and/or the Framework Agreement be deemed unlawful and not enforceable, any such parts shall be amended in order to reflect the real intention of the parties and only in as much as necessary to let such parts be applicable, while all other provisions of these General Terms and Conditions of Supply and/or the Additional Regulations and/or the Framework Agreement shall remain fully valid and in full force.
10. Communications
GreenRouter shall send communications to the Registered Company, including communications relating to any amendments to these General Terms and Conditions of Supply, by email, postal service, or by means of notifications published onto the Corporate Reserved Area. ALL COMMUNICATIONS PUBLISHED ONTO THE WEBSITE SHALL BE DEEMED RECEIVED BY THE REGISTERED COMPANY, UPON THE EXPIRY OF A 30-DAY TERM OF THE RELEVANT PUBLICATION.
11. Applicable Law and Jurisdiction
These General Terms and Conditions of Supply are drawn up and shall be governed and construed in accordance with the laws and regulations of the Republic of Italy. The Courts of Milan shall have exclusive jurisdiction on any claims relating to, deriving from, or connected to, the validity, interpretation, implementation, performance and/or termination of these General Terms and Conditions of Supply or relating to the Registered Company’s access to, or the use of, the services provided by GreenRouter.
12. Headings
Headings in these General Terms and Conditions of Supply are placed for mere convenience only, they shall not be deemed as part of these General Terms and Conditions of Supply and under no circumstances shall they be construed as limiting nor in whatever way affecting any of the provisions hereof.
13. No intermediation
Under no circumstances shall the parties hereto intend to give rise, set up nor create a commercial agent relationship, a partnership nor joint venture agreement, nor even an employment nor franchising agreement between them by means of these General Terms and Conditions of Supply.
It is hereby acknowledged that the Website is managed by GreenRouter S.r.l., a limited liability company created and existing pursuant to the laws of the Republic of Italy having its principal place of business in 20145 Milan (Italy), Via Mascheroni n°15, registered with the Enterprises Register at the Milan Chamber of Commerce with VAT nr. 09360370960, holding all intellectual property rights and proprietary rights thereon.
Pursuant to and in accordance with sections 1341 e 1342 of the Italian civil code, the full understanding of the relevant meanings and acceptance of and agreement on each of the following clauses and articles of the General Terms and Conditions of Supply hereinabove is hereby expressly acknowledged and represented:
(i) clause 1.4: Further use of the GreenRouter’s services as acceptance of the Amendments;
(ii) article 2: The Registered Company’s liability vis-à-vis GreenRouter relating to the use of the Distinctive Validation Codes and GreenRouter’s right to hinder access to the Corporate Reserved Area or suspend the operating power of a Distinctive Validation Code;
(iii) clause 3.2.(i): perennial free of charges license to GreenRouter to use the Corporate Contents;
(iv) clause 3.2.(ii): consent to let the controlling company have view of the Corporate Contents but on a no name basis;
(v) clause 3.3: The Registered Company’s liabilities with respect to the Corporate Contents;
(vi) clause 3.4: The Registered Company’s representations and warranties concerning the Corporate Contents;
(vii) clause 4.1: GreenRouter’s rights to close an account or hinder the use of the Website;
(viii) clause 4.2: GreenRouter’s rights to suspend the access to and the use of the Website;
(ix) article 5: Liability waiver;
(x) article 6: GreenRouter’s limitation of liability;
(xi) clause 7.1: GreenRouter’s right to be indemnified by the Registered Company;
(xii) article 8: Assignment of contract or any of the rights deriving therefrom;
(xiii) article 11: Italian law as applicable law and Courts of Milan having exclusive jurisdiction
