TERMS AND CONDITIONS FOR THE PROVISION OF THE Esadax HOSTING SERVICE AND DOMAINS

Esadax. Terms and conditions for provision of the Esadax Hosting Service V1.0

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1. Definitions

Where mentioned in the Agreement, the terms below have the following meanings:

• 24/7/365: Acronym used in the Contract to indicate the continuity of Services 24 hours a day, seven days a week, 365 days a year.
• Clauses for registering domains .it/edu.it/gov.it: The document containing the terms of the contract provided by the ccTLD.it Registry, published at Esadax Domain Terms, which the Customer must accept and undertake to observe when registering a domain name with .it ccTLD, edu.it SLD, .gov.it SLD.
• Customer: The natural or legal person, identified in the order form.
• Terms and Conditions: These Terms and Conditions for the supply of the Esadax Hosting service.
• Activation confirmation: The notification to confirm the activation of the Service ordered.
• Contract: The set of documents referred to in art. 2.
• Login details: Username and password used by the Customer to access their customer area and kept by the Customer with the utmost care to ensure their secrecy, also ensuring that the password is updated regularly in accordance with the security rules provided for this purpose.
• Confidential information: Information about the Supplier and deemed or classified by them as private and/or confidential, which the Customer is privy to for any reason related to the implementation of the Contract.
• Price List: The document published on the page Esadax Price List, in which all of the economic aspects of the Service are indicated.
• Order form: Electronic form that, filled out by the Customer with all the required data and then sent by them to Esadax via the website Esadax Order Form, or by other means after subscription, constituting a contract proposal, formalises the request to activate the Service.
• Control Panel: The section from which the Customer can manage the Service through access using their login details (login and password).
• Parties: Esadax and the Customer.
• Esadax Services User Policy: The document drafted by the supplier and published at Esadax Services User Policy which indicates the rules of conduct and usage restrictions for the Service which apply to all of our Customers.
• Registrant: The individual who requests the registration of a domain name or who is its legal owner.
• Auto-renewal: Option allowing for the automatic renewal of the Service(s) upon respective expiration, for a period identical to the initial one.

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2. Structure of the contract

The Contract comprises the documents listed below:

• a) The Provision Terms and Conditions
• b) The Order Form
• c) The Technical Specifications
• d) The Usage Policy for Esadax service
• e) The Price List
• f) Clauses for registration of IT domains, in case of orders of a domain name with ccTLD .it

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3. Purpose of the Agreement

3. Purpose of the Contract

The purpose of the Contract is to provide the Customer with the Service, including the technical and economic features, in accordance with the type and procedures outlined in the Order Form and Technical Specifications for the actual Service. Any additional provisions not covered by the Contract may be provided upon the Customer's specific request, subject to feasibility, with conditions, terms, and fees to be agreed upon.

4. Finalising the Contract

4.1 Execution of the Contract

The Contract is executed on the date Esadax receives the correctly completed and timely submitted Order Form, together with payment of the amount due for the Service. By submitting the Order Form, the Customer fully accepts the Conditions and all related documents mentioned in Article 2. After service activation, an email will be sent to the Customer confirming activation and providing Login Details. The use of the Services by the Customer constitutes acceptance of all contractual terms and conditions.

4.2 Accuracy of Information

The Customer is responsible for the accuracy of the information provided and acknowledges Esadax's right to request additional information required for Service activation, in compliance with current legislation.

4.3 Language of the Contract

By sending the Order Form, the Customer acknowledges and agrees that the only valid and effective version of the Contract is the one in English. Any versions provided in foreign languages are merely a courtesy.

5. Activation and Delivery of the Service

5.1 Domain Registration

Esadax will register the domain name in strict adherence to the chronological order of requests received (first come, first served), provided that the payment for the Service has been confirmed. However, the success of the registration request is subject to its acceptance by the relevant Registration Authority for the chosen extension. Domain names available during the order phase may not be available if they are already being registered by a third party.

5.2 Service Activation

The Service will be enabled according to the availability of hardware resources and as quickly as possible. The estimated times for Service activation are indicative only. Any delays due to the Customer's failure to act will not be attributed to Esadax. The Customer will be notified of any delays.

5.3 Domain Transfer

If the domain name, registered and/or maintained by another Provider, is transferred to Esadax, the transfer will follow the conditions, timelines, and restrictions set out in Domain Transfer Guidelines. The Customer relieves Esadax of any liability for damages, including data loss or interruption of service, due to the transfer.

5.4 Service Expiry Notification

Esadax may send reminders about the impending expiry of the Service to the Customer's contact details (including email inboxes created via the Service). This is a courtesy and does not imply any obligation on Esadax.

5.5 Additional Services

The Customer may purchase Additional Services by placing an order and paying the corresponding fee, as listed on the Esadax website. Additional Services are governed by these General Terms and Conditions and may have a different expiry date from the main Service, unless otherwise specified.

5.6 Service Modification

The Customer can request changes to the Service, but must make a backup of all processed data at their own expense before making the change. Data recovery after the change is not guaranteed.

5.7 Domain and Content Links

The Customer expressly authorizes Esadax to link the domain name to a web page containing advertising messages related to the Services provided by Esadax. Esadax's content, including distinctive marks and links, may be displayed. The Customer may insert their own content at any time during the contract term.

5.8 Monitoring and Data Processing

Esadax is not responsible for monitoring or controlling the actions of the Customer via the Service or the data/content entered or processed by the Customer. The Customer is the sole owner of any data entered or processed, in accordance with applicable data protection laws (Legislative Decree 196/03 and Regulation (EU) 2016/679).

5.9 Liability for Customer Data

Esadax assumes no liability for any data, content, or information entered or processed by the Customer via the Service. Esadax reserves the right to take necessary actions to protect its rights, including notifying relevant parties with Customer data to identify them.

6. Contractual Term and Renewal

6.1 Contract Duration

The Contract governs the supply of Services to the Customer and is effective from the date of signing. The duration is specified in the Order Form and will renew according to the frequency indicated therein.

6.2 Automatic Renewal

If the Customer pays by credit card or PayPal, the Service(s) will be automatically renewed for successive periods of one year unless either party terminates the Contract at least 15 (fifteen) days in advance. Upon renewal, the Price List and applicable terms and conditions will apply.

6.3 Manual Renewal

If the Customer pays by other means, they can manually renew the Service(s) at least 15 days before expiration by following the specified procedures and payment terms. Renewal can also occur after the expiration date, according to the procedures set out in paragraph 6.11.

6.4 Storage of Credit Card Information

The Customer acknowledges and accepts that their credit card details, if used for payment, will be stored by Esadax's Bank to facilitate further payments for services.

6.5 Disabling Automatic Renewal

The Customer can disable automatic renewal at any time by removing credit card details or disabling PayPal automatic payments. After disabling automatic renewal, the Customer must renew manually according to the ordinary procedure.

6.6 Expiration of Service

At the expiration of the Contract, the Parties are discharged from their obligations. The Customer must obtain and store any data processed through the Service. After 30 days from expiration, the Customer's data will be deleted, and Esadax is not liable for any loss of data.

6.7 Domain Transfer and Service Termination

If a domain is transferred to another provider before the Service expiration, the Contract will end once the transfer is completed. No reimbursement will be provided by Esadax for unused Service periods.

6.8 Domain Name Linking After Expiration

If the Service is not renewed, Esadax is authorized to link the domain name to a page containing advertisements until the domain is canceled. The Whois registration will remain unchanged.

5. Processing of Data and Liability

5.9 Esadax does not, in any case, assume any liability for any information, data, contents entered or transmitted and, in any case, processed by the Customer via the Service and, in general, for the use made by them of the afore-mentioned Service. Esadax reserves the right to take any initiative and actions to protect its rights and interests, including notifying those concerned of useful data to permit the identification of the Customer.

6. Contractual Term and Renewal

6.1 The Contract shall govern the supply of Services to the Customer effective from the date of respective signing. The Contract shall have the duration indicated in the Order Form and shall be renewed in accordance with the frequency indicated therein.

6.2 If the Customer has chosen to pay by credit card or PayPal, the Service(s) shall be renewed automatically on expiry for successive periods of one year, unless one party sends the other a notice of termination in such a way that receipt thereof may be confirmed and at least 15 (fifteen) days in advance of the expiry date. Upon renewal, the Price List and other contractual terms and conditions in force shall apply.

In order to ensure the continued supply of the Service(s), Esadax shall ask its Banking Institution, 7 (seven) days prior to the actual expiration date of the Service(s), to make the payment in its favour for the renewal of the Service(s). In the event of failure to credit the amount established for one or more of the Services to be renewed, Esadax shall reserve the right to perform once again said operation over the subsequent days preceding the Service expiration date.

6.2.1 The Customer hereby expressly acknowledges and accepts that, unless he or she is otherwise notified by Esadax, the Contract shall be automatically terminated in the event of non-payment of the amount due for the renewal of the Service no later than 2 (two) days prior to the expiry date. This deadline shall be considered non-extendable and Esadax regards it as an essential provision in its interest, subject to the provisions in Articles 6.7, 6.8, and 6.9 below.

6.3 In the event of payment by a means other than a credit card or PayPal, or in other cases expressly stipulated by Esadax, the Customer may renew the Service(s) for further periods of one year before the expiry date thereof—preferably at least 15 (fifteen) days before said date—by sending the respective request and payment, in accordance with the procedures and time frames referred to in Art. 7.

6.4 The Customer acknowledges that their credit card details, if used for making the payment for the Service(s), shall be stored by Esadax's Bank to allow it to perform payment for any other service provided by Esadax.

6.5 The Customer may disable the automatic renewal at any time from the specific field of the Customer Area, in any case: i) by deleting and/or removing the unique identification code of one or more Credit Cards and/or one or more PayPal accounts; or ii) for PayPal payment, by disabling the automatic payment option in the PayPal account.

6.6 The Customer acknowledges and accepts that on the expiration date of each Service and, in any case, at the end of the Contract for whatever reason, the Parties shall automatically be discharged from the respective obligations. The Customer agrees to store a copy of any data, information, or contents processed through the Service, as once the Contract has ended or the Service has expired, said data may no longer be recovered.

6.7 If the domain name, registered and/or maintained by the Registration Authority responsible for the Services provided by Esadax, is transferred to another Provider before the expiry of the Service, the Contract will be deemed to have ceased at the end of the transfer procedure. If concluded after the expiry, it will cease on the date originally agreed.

6.8 If the Service is not renewed upon expiration and up to the actual cancellation of the domain name from the Register of the Competent Authority, the Customer expressly authorizes Esadax to link the domain name to a webpage containing advertisements.

7. Fees, Payment Terms, and Methods

7.1 Payment of the Service amount, as indicated in the Price List, will be made by the Customer at the time of sending the Order Form and in any case prior to its activation.

7.2 Any payment made by the Customer will have its own identification number, and Esadax will issue an invoice for it in the month it relates to. The VAT due will be applied to all invoiced amounts, which, together with any other tax expenses arising from the execution of the Contract, will be charged to the Customer.

7.3 The Customer acknowledges and agrees that the payment of the price of the service must be performed according to the conditions published at TOS.

7.4 The Customer agrees that invoices may be sent and/or made available in electronic format.

7.5 Residual credits, if applicable, may be used for other services provided by Esadax within 12 (twelve) months from the date of payment.

7.6 If ordering a service during a free promotion, the payment provisions will not apply until the respective expiry date.

8. Delayed or Non-Payment

8.1 The Customer may not raise objections if they have not made the payments provided for by the Contract and provided Esadax with the relevant documentation.

8.2 If payment is invalid or cancelled by the Customer, Esadax reserves the right to suspend and/or interrupt the activation or provision of the Service with immediate effect.

9. Esadax's Obligations and Limitations of Liability

9.1 Esadax guarantees the Customer the provision and use of the Service 24/7/365, as outlined in the Technical Specifications of the Contract.

9.2 Esadax's obligations and responsibilities to the Customer are limited to those defined by the contract. In the event of breach or default attributable to Esadax, it will not be liable for an amount higher than that paid by the Customer for the specific Service.

9. Data Backups and Liability

9.3 Backup of Data

Esadax does not perform specific backups of the data and/or information and/or content processed by the Customer through the Service, except for the backup of all content stored by Esadax as a precautionary measure. This backup is performed periodically for the purpose of potentially restoring the Service. However, this does not release the Customer from the responsibility of making a complete backup of their own data, information, and content entered or processed through the Service and taking all necessary safety measures to protect them. Esadax offers no guarantees regarding the protection or storage of these data and/or information and/or content, unless the Customer activates a specific backup service. Even in cases where the Customer has purchased a backup service, Esadax cannot guarantee the availability of the backup at the time the Customer needs to restore the data, due to possible technical reasons.

It is understood that after 30 (thirty) days from the expiration of the Contract, as referred to in Art. 6 above, the content and/or information entered or processed by the Customer through the Service will be deleted.

9.4 Liability Limitations

Esadax will not be held liable for the use of the Service in critical situations that may involve specific risks such as those related to safety, environmental damage, mass transport, nuclear and chemical power plants, or medical devices. In such cases, Esadax is available to assess and negotiate a specific "mission critical" agreement with the Customer, which may include relevant SLAs.

9.5 No Guarantee for Service Validity

Esadax does not offer any guarantee regarding the validity and effectiveness of the Service or any data, information, messages, acts, or documents associated with it, including:

• When the Customer intends to use them or prove their value in jurisdictions outside Italy.
• For their secrecy and/or integrity, where breaches may be detected by the User or recipient through verification procedures.

9.6 Esadax’s Liability

Esadax will not be held liable for any information, data, or content entered or transmitted by the Customer through the Service. Esadax reserves the right to take any necessary actions to protect its rights, including notifying concerned parties about the Customer's identity if required.

9.7 No Liability for Damage

Esadax is not liable for any damage suffered by the Customer or third parties, directly or indirectly, as a result of using the Service.

9.8 Obligations of Public Authorities

In cases where the Customer is a Public Authority, Esadax will assume all obligations related to the traceability of cash flows as per Art. 3 of the Law of 13 August 2010, no. 136 and subsequent amendments.

9.9 Obligation of Means, Not Result

Esadax assumes an obligation of means, not a result, and cannot be held responsible for any damage caused by errors in the information provided by the Customer. Esadax also does not guarantee that the Services ordered by the Customer will perfectly meet their specific needs or purposes.

9.10 Service Interruptions and Liability

Esadax strives to ensure the best functionality of its systems but cannot be held liable for delays, malfunctions, suspensions, or interruptions due to circumstances beyond its control, including:

• Unforeseeable circumstances or force majeure.
• Actions by third parties, including Esadax's suppliers.
• Malfunctions of devices provided to the Customer or used by them.
• Unauthorized interventions on services or equipment by the Customer or third parties.
• Faults or malfunctions of Esadax's or its suppliers' machines and software.

9.11 Domain Name Regulation

Esadax will not be responsible for any actions taken by the competent Authority on a domain name or the consequences of such actions, including any impact on the use of the Service or website visibility on the internet.

10. Customer’s Obligations and Rights

10.1 Use of the Service

The Customer has the right to use the Service 24/7/365 in accordance with the Technical Specifications and as outlined in the Contract. In the event of a breach or default attributable to Esadax, the Customer's liability will be limited to the amount paid for the specific Service affected by the harmful event. No additional indemnity or compensation for damages will be provided.

10.2.1 Customer’s Data Accuracy

The Customer guarantees that all data and information provided to Esadax for entering into the Contract are accurate and up-to-date. The Customer agrees to notify Esadax of any changes to this data, including the email address provided in the Order Form. Esadax reserves the right to verify the data and request additional documentation as necessary. If the Customer submits false information, they will be held liable for any resulting damage, including criminal liability for false declarations.

10.2.2 Invoice Correction

If an error is found in an electronic invoice issued by Esadax, the Customer must provide the missing data or make necessary corrections according to Esadax’s specified process. Esadax is not liable for any penalties, losses, or damages resulting from delays or errors in updating invoice data, which remains the Customer’s responsibility.

10.3.1 Domain Registration Data

The Customer is required to verify the accuracy of their data in the registry of the relevant Authority within 15 days of Service activation. If the Customer does not raise any objections within this period, the data will be deemed correct.

10.3.2 Domain Name Registration Authority

The relevant Authority has the right to verify the accuracy of the Customer’s domain registration data and may suspend or cancel changes to the domain name if the Customer fails to respond to requests for confirmation.

10.4 Domain Name Registration and Privacy

The Customer acknowledges that registering a domain name involves entering personal data into a public register, except when:

• The Customer requests to hide their personal data as per the ".it" Registry or the "whois privacy" service. Esadax reserves the right to disclose this information if required to protect its rights and interests.

10.5 Third Party Data Processing

The Customer guarantees that they have provided the necessary information and obtained consent for processing third-party data when ordering or using the Service. The Customer assumes full responsibility for complying with data protection laws and releases Esadax from any liability related to third-party claims.

10.6 Customer’s Technical Knowledge

The Customer declares that they possess the necessary technical knowledge to ensure the correct use, administration, and management of the Service and understands that any use of the Service is done at their own risk and responsibility.

10.7 Confidentiality of Login Details

The Customer acknowledges that any operation performed using their login details is presumed to be carried out by them. They agree to keep their login details confidential, change them regularly (every 3 months), and notify Esadax of any unauthorized use.

10.8 Domain Name Usage Rights

The Customer acknowledges that registering a domain name does not confer any exclusive rights to use the name. The Customer is responsible for ensuring that the domain name requested does not infringe upon the rights of third parties and agrees to use the Service only for lawful purposes.

10.9 Compliance with Regulations

The Customer agrees to observe all regulations and documents provided by Esadax, including:

• Esadax's guides here.
• Policies of the Registration Authorities for their chosen domain extension (e.g., .it, .eu).
• ICANN’s UDRP and Transfer Policies.

Documents and Policies

d) The documents provided by ICANN and published at https://www.icann.org, such as by way of example only those published at https://www.icann.org/resources/pages/benefits-2013-09-16-en, and https://www.icann.org/resources/pages/registrars-0d-2012-02-25-en.

e) In the case of registering domains with the extension .bio, the .bio domain names policy is published on the website https://portal.icann.org/servlet/servlet.FileDownload?file=00P6100000FPBoLEAX.

Customer Undertakings

10.10

The Customer undertakes, now for then, to promptly check, and in any case within the terms indicated by Esadax, what is notified by Esadax in relation to the following:

• a) There are good grounds for believing that the Service is being used by unauthorised Third parties; or
• b) The Customer is involved, in any way, in proceedings in or out of court of a civil, criminal or administrative nature in which the said dispute concerns acts and behaviour implemented via the Service; or
• c) The Customer's behaviour warrants the well-founded and reasonable fear that s/he may be in breach of the contract or is responsible for one or more breaches of its provisions; or
• d) The Customer is using equipment and/or software which is faulty or not approved, or with malfunctions which may cause security problems and/or vulnerabilities of the Service, damage the integrity of the network and/or disrupt the Service and/or generate risks to the physical safety of people and things.

10.11

The Customer declares having valid software licenses that s/he has inserted and used by means of the Service and bears the associated costs.

10.12

The Customer must have, at his/her own expense and under his/her own responsibility, all the equipment (by way of example but not limited to, telephone, data sending, processing and programs) appropriate and necessary to access and use the Service. Esadax does not offer any guarantees regarding the compatibility of the equipment and programs (hardware and software), or the applications used by the Customer with the Service, even if made available by Esadax, as all the relevant checks are at the sole expense of the Customer.

10.13

As regards proof of all the operations carried out by the Control Panel, the Customer acknowledges and accepts, for themselves and for the third parties which it has allowed to use the Service, for any reason, that only authentic Esadax LOGS kept in accordance with the law, as indicated in Esadax Privacy Policy, will be deemed valid. The Customer is solely and exclusively responsible for any other operation performed by him/her or by third parties or directly by them, in the use, management and administration of the Service; accordingly, with regard to these operations s/he undertakes to:

• a) Comply or to make third parties comply with the legislation in force from time to time applicable to them, including the data protection law (Regulation (EU) 2016/679);
• b) To defend, indemnify and hold Esadax harmless from any direct or indirect request or claim for damages, of any nature and type, from anyone who instigates proceedings in this regard.

10.14

The Customer as of now, in accordance with art. 1407 of the Italian Civil Code, consents to Esadax being able to assign the Contract to Third Parties and/or transfer, in whole or in part, its rights and/or obligations arising from the Contract to Third Parties.

10.15

The Customer acknowledges that the internet cannot be controlled by Esadax and that due to the unusual structure of the network itself, it is not possible to guarantee its performance and its functionality or check the contents of the information transmitted through it. For this reason, no responsibility can be attributed to Esadax for the sending or receiving of illegal information of any nature and type.

10.16

Without prejudice to the provisions in art. 16.2 below, in the case of free and/or purchased services provided by third-party suppliers also through Esadax or as part of the Service provided by the latter, the Customer, now for then:

• a) Accepts the relevant terms and conditions for the provision and undertakes to make use of said services in accordance with the procedures and conditions indicated by said suppliers and made available on Esadax's website and/or on any other website that the latter may refer to.
• b) Acknowledges and agrees that Esadax remains uninvolved in the provision of said services and in the relationship between the Customer and the third-party service provider, said relationship being governed exclusively by the relevant contractual conditions adopted completely independently of it, with the Customer assuming all obligations and responsibilities associated with them and holding Esadax itself harmless against any dispute, claim or demand, also brought by third parties, judicially or extrajudicially, in relation to said services, also with respect to, and including but not limited to, any malfunctions of said services, their failure to meet the Customer's requirements, and/or any consequences for the Customer and/or to the Services that may result from the use and/or installation of said services and/or from updating them.

10.17

The Customer assumes, in an exclusive way, all liability that derives from the ownership, use, management and content of the domain and undertakes, now for then, to indemnify and hold harmless Esadax from any and all requests and/or claims by a third party for damage caused by or through the use of the Service. The Customer shall bear all the costs, damages and charges, including any legal costs, which could result from these liability actions and undertakes to inform Esadax if such action were to be instigated in their respect.

10.18

Notwithstanding the above, any Customer with a .gTLD domain now for then authorizes OpenSRS/Tucows, ICANN's accredited Registrar, to validate and approve, in the Customer's interests, the relevant request to change the registrant, appointing OpenSRS/Tucows as "Designated Agent", pursuant to and for the purposes of the ICANN "Transfer Policy", available at https://www.icann.org/resources/pages/transfer-policy-2016-06-01-en referred to in art. 10.9 letter d) above.

Support and Maintenance

11.1

Technical support is exclusively offered within the times and in the manner indicated at https://support.esadax.org. The Customer is required in each case to promptly notify Esadax of any irregularities or malfunctions that he/she detects with the Service. Esadax will make every reasonable effort to deal with the problems reported by the Customer as soon as possible, in line with the times at which the support service is provided and indicated at https://support.esadax.org.

11.2

Esadax may perform any "customized" operations and, in any case, actions designed to provide the necessary technical assistance to ensure smooth running of the Service. In such cases, the Customer authorizes Esadax and/or any companies appointed thereby to carry out the technical assistance requested and/or necessary; the Customer acknowledges and agrees that this assistance occurs on variable schedules depending on the following criteria:

• a) The type of action requested;
• b) The arrival time of the action request;
• c) The nature of the priority of the action request.

In order to allow correct and rapid implementation of the action required, the Customer is obliged to provide all the specifications and information requested by Esadax. When the action as per this paragraph is purely of a technical nature, the Customer:

• a) Is aware that such support/maintenance work involves a high degree of risk for the Service, or for the integrity of the data and/or information and/or content entered and/or processed via the service; and
• b) Acknowledges and agrees that Esadax, in performing the action, assumes no obligation of means nor of ends, and that, under no circumstances, except to the extent strictly necessary for the performance of the service activity requested by the Customer, will it participate in the management or perform operations on data and/or information and/or content processed and/or placed by him/her through the Services and/or at a remote location not participating in and/or in any way determining the same; and
• c) Agrees, now for then, to take on all the associated risks; and
• d) Undertakes, now for then, to make, prior to the support/maintenance work, a full backup copy of the data and/or information and/or content entered and/or processed via the service.

11.3

Esadax is committed to ensuring a level of professionalism appropriate for performing the activities required at the state of the art and with the required diligence and for the time strictly necessary for the provision of the requested service, and at the same time without acquiring and/or storing information in the Customer’s archives.

11.4

Notwithstanding the above, the Customer once and for all in any case relieves Esadax and or the Companies controlled by it as well as the external companies appointed for its operations and their staff from any liability for any direct or indirect damages of any nature or kind sustained and that may be sustained due to or because of the assistance as per this Art. 11.

11.5

Esadax reserves the right to suspend or stop the delivery of Services for technical support/maintenance work. In this case, the Customer will be notified by email with 7 (seven) days' notice; the notification will also indicate the time frame for the recovery.

11.6

The Customer hereby acknowledges and accepts that Esadax uses so-called "patching" software systems which automatically remove and fix any vulnerabilities, malware and/or viruses found in the files uploaded by the customer in the web space at his or her disposal. As such, the Customer hereby releases Esadax from liability for any direct or indirect damages of any nature or kind sustained and that may be sustained due to or because of such actions, including, but not limited to, those resulting from the interruption of Service and/or downtime of the website and/or loss of data.

Suspension of the Service

12.1

Without prejudice to the application of the Art.14 and 15 below, Esadax, at its discretion and without the exercising this right being contested as a failure or breach of Contract, reserves the right to suspend the Service, even without notice in the event that:

• a) The Customer becomes non-compliant or breaches even only one of the provisions contained in the Contract, including those contained in the Esadax Services User Policy;
• b) The Customer fails to respond, in whole or in part, to Esadax's requests or in any event, his/her conduct is such as to induce the founded and reasonable fear that the Customer may be breaching the Contract or be responsible for one or more breaches of its provisions;
• c) There is good reason to believe that the service is being used by unauthorised third parties;
• d) There are cases of force majeure or circumstances which, at the sole discretion of Esadax, impose emergency support/maintenance work to be performed or relating to the resolution of safety problems, danger to the entire network and/or persons or things; in this case, the Service will be restored when Esadax, at its discretion, has determined that the reasons which caused its suspension/termination have actually been removed or deleted;
• e) The Customer is involved, in any way, in any judicial or even non-judicial proceedings of a civil, criminal or administrative nature and in any case in which the said dispute concerns the domain name registered, its contents, email inboxes or acts and behaviours implemented via them. In this case, Esadax reserves the right to renew, at its discretion and by way of a mere courtesy and then without assuming any obligation in relation to the Customer or by Third Parties by doing so, the registration of the domain name with the competent authority for one or more years while, however, maintaining the measures previously adopted. The legitimate assignee of the domain name concerned in the dispute may obtain the availability, after having paid Esadax the price of the renewal or renewals carried out by them according to the terms above.
• f) Is required by the Judicial Authority;
• g) There are justifiable reasons of security and/or guarantee of confidentiality;
• h) If the Customer uses faulty or uncertified equipment or it features malfunctions that may cause security issues and/or vulnerabilities for the Service or that may damage the integrity of the network, disrupt the Service and/or generate risks to the physical safety of people and things.

In any case of suspension of the Service due to the Customer, any action by Esadax for compensation for damages remains without prejudice.

12.2

Esadax is committed to ensuring the best functionality of the system, but does not assume any liability in respect of either its Customers or third parties for delays, malfunctions, suspension and/or interruption in the provision of the Service due to causes not attributable to it, such as by way of example but not limited to:

• a) Unforeseeable circumstances, catastrophic events of force majeure;
• b) Act by a third party, even Esadax's supplier;
• c) Malfunction or non-compliance of connection devices the Customer is provided with or in any case of those used by them;
• d) Tampering or support/maintenance work on services or on the equipment performed by the Customer or by Third parties not authorised by Esadax;
• e) Faults and malfunctions of the machines and software, whether owned by Esadax or its suppliers.

12.3

In any case of suspension of the Service due to the Customer, any action by Esadax for compensation for damages remains without prejudice. During the suspension of the Service, for any reason, the Customer may not have access to data and/or information and/or content entered and/or processed by them by means of the Service. It is understood that in these cases, Esadax will not be liable for any loss, damage or injury suffered and/or to be suffered by the Customer and/or by Third Parties, whether directly or indirectly, foreseeable or unforeseeable events, including by way of example but not limited to, economic/financial, business, revenue and profit and/or goodwill losses; therefore, the Customer acknowledges and accepts that s/he cannot expect anything from Esadax by way of compensation, indemnity, reimbursement or similar.

13. Withdrawal

13.1

A Customer qualifying as a "consumer" pursuant to art. 3 of Legislative Decree 206/2005 (so-called "Consumer Code") may exercise the right to withdraw under the conditions set forth in arts. 52 et seq. of the Consumer Code within 14 (fourteen) days from the date on which the Contract is signed without any penalty and without indicating the reasons for the withdrawal. Specifically, the Customer must expressly convey their wish to withdraw by using the form at Esadax Withdrawal Form, or any other explicit declaration of their wish to withdraw from the contract by sending notification of withdrawal exclusively by registered letter, with confirmation of receipt, to the contact details indicated in art. 19 below or by certified email (PEC) to the address recessi@esadax.pec.cloud, or by opening a support request on the website Esadax Support. In the event of withdrawal, Esadax shall reimburse the Customer, without undue delay and in any case within 14 days from the date on which the intent to withdraw from this contract was communicated, all payments received, by way of the same means of payment used by the Customer for payment, or by using the procedures agreed with the Customer without any cost being incurred by the latter as a consequence of the reimbursement.

13.2

Subject to the above, whether or not qualifying as a "consumer" pursuant to art. 3 of Legislative Decree 206/2005 (so-called "Consumer Code"), the Customer shall always have the right to withdraw from the Contract at any time, without any penalty and without stating the reasons for said withdrawal, by written notification and attaching a copy of an identification document, sent by registered letter with confirmation of receipt to the contact details indicated in art. 19 below or by certified email (PEC) to the address recessi@esadax.pec.cloud, or by opening a support request on the website Esadax Support. Withdrawal shall be effective within 30 (thirty) days from the date of receipt by Esadax of said notification, thereby justifying Esadax's deactivation of the Service and any reimbursement of the fee paid corresponding to the number of days not used until the natural expiration date of the Contract, after deducting the costs incurred and/or to be incurred, in compliance with the provisions of art. 1, paragraph 3, of Decree Law 7/2007 converted into Law 40/2007.

13.2.1

With specific reference to the purchase of registration rights for Premium Domain Names, the Customer - qualifiable as a "consumer" in accordance with art. 3 of Legislative Decree 206/2005 (so-called "Consumer Code') - hereby grants express consent for transfer to be performed immediately after conclusion of the Contract, and in such case accepts waiving pursuant to art. 59.9 a) Consumer Code, the right to withdraw from the Contract and as a consequence losing the right to reimbursement of that paid.

13.2.2

With specific reference to the purchase of registration rights for Premium Domain Names, a Customer not qualifiable as a "consumer" hereby acknowledges and accepts not being able to exercise - as an exception to the provisions of paragraph 13.2 above - the right to withdraw from the Contract and, consequently, losing any right to reimbursement of that paid for the transfer of the registration to his or her name for said domain name.

13.4

Notwithstanding the provisions of the above paragraphs of this Article, Esadax hereby reserves the right to withdraw from the Contract at any time and without being required to state reasons, by notifying the Customer in writing, with at least 15 (fifteen) days' notice, except in the case in which:

• (i) events are determined by causes of force majeure;
• (ii) the Customer is entered in the register of protests, is declared insolvent, and has been declared or undergone bankruptcy;
• (iii) is delinquent for any reason in respect of Esadax, also for Contracts other than this one; by virtue of which Esadax reserves the right to terminate this agreement with immediate effect.

13.4.1

At the end of the period indicated above, the Contract shall be considered ceased and/or terminated and Esadax may deactivate the Service at any time without further notice and refund the Customer the percentage of the amount paid, corresponding to the number of days not used, until the next natural expiration of the Contract, minus any costs incurred and/or to be borne. In any case, any further liability for Esadax for exercising the right of withdrawal and/or for loss of use of the Service by the Customer or the consequent right to expect any other reimbursement or compensation or damages of any type and kind remains explicitly ruled out.

14. Express Termination Clause - Termination for Non-Fulfillment - Termination Conditions

14.1

Without prejudice to the provisions of other clauses of the Contract, it will be considered terminated with immediate effect, in accordance with and for the effects of art. 1456 of the Italian Civil Code, where the Customer:

• (a) breaches the obligations set out in Articles 10, 17, and 18 of these Terms and Conditions as well as the provisions provided in documents to which he/she shall refer to; or,
• (b) violates the obligations provided for in Articles 7 of Section II, 5 of Section III, 3, 4 and 5 of Section IV, 5 of Section V and 6 of Section VI of terms and conditions;
• (c) breaches the Usage Policy for Esadax services; or,
• (d) performs any illegal activity, by using the Service;
• (e) assigns all or part of the contract to third parties, without prior written consent from Esadax.

14.2

In addition, in the event of failure to comply with its obligations under the Agreement, Esadax reserves the right to send to the Customer, at any time, for all purposes and effects referred to in Art. 1454 of the [Italian] Civil Code formal notice within 15 (fifteen) days of receipt of the registered mail letter.

14.3

As of the date of termination of the Contract, which occurred in the cases provided for in this article, the Service will be deactivated without notice. In this case, the Customer acknowledges and agrees that the sums paid will be retained by Esadax by way of penalty and Esadax may charge the Customer any additional costs that it has had to bear, in each case without prejudice to its right to compensation for any damage suffered.

15. Amendments to the Agreement and/or Esadax Policy

15.1

The Customer acknowledges and agrees that the Service which is the subject of the Agreement is characterised by changing technology, for these reasons Esadax reserves the right to improve the technical and economic features of the Service and the instruments related to it and vary the terms of the Agreement at any time, even after its signing, without this leading to obligations arising of any kind in respect of the Customer. The software licensing costs paid through Esadax to their respective licensors will be adjusted automatically in case of a price change for the licensee.

15.2

Should Esadax make technical-economic changes which are deemed detrimental or damaging in terms of performance and/or pricing or make changes to any part of the contract conditions, the Customer shall be informed of such changes via e-mail or publication on the site Esadax Home. The above-mentioned changes shall take effect 30 (thirty) days after the date of their communication, except for the changes to the financial terms relating to a Contract already executed as of the date thereof, which shall apply effective from the first subsequent renewal. Should the Customer not wish to accept the aforementioned changes, including those concerning fees, they may exercise their right to withdraw from the Contract with written communication to be sent by registered mail, with confirmation of receipt, to Esadax or by certified email (PEC) to the address recessi@Esadax.pec.it, or by opening a support request on the website Esadax Support. In the absence of exercising the right of withdrawal by the Customer, in the terms and ways indicated above, the variations shall be interpreted as definitively known and accepted by them.

15. Amendments to the Agreement and/or Esadax Policy

15.3

Notwithstanding the above, Esadax may vary the technical features, systems, or resources as a result of normal technological evolutions to the hardware and software components, guaranteeing the Customer the same functionality.

15.4

Esadax reserves the right to change the Usage Policy of Esadax's services and the Esadax Privacy Policy at any time due to the reasons referred to in the sub-paragraph above or in compliance with legal provisions. In this case, the Customer may also exercise the rights provided for in the previous paragraph.

16. Copyright and Licensing

16.1

The Customer is obliged to use the Service in compliance with Esadax's intellectual and/or industrial property rights as indicated in the Esadax Services User Policy. Software packages, like any other copyright or other intellectual property, are the exclusive property of Esadax and/or its lessors; therefore, the Customer does not purchase any right or entitlement in this regard, and is only entitled to use them during the contractual period.

16.2

In the case of licenses supplied by third-party suppliers through Esadax, the Customer acknowledges having reviewed the terms and undertakes to use the software according to the conditions indicated on the respective websites exclusively for personal use. The Customer undertakes to accept and comply with the terms of these licenses. The Customer declares being aware of the fact that Licenses apply between the Customer and the owner of the copyright with the exclusion of any liability for Esadax.

17. Security of Information

The Customer, acknowledging that Esadax has been awarded the ISO 27001:2013 certification and has other means and/or instruments deemed suitable to protect information security (physical, logical, computer science, and organisational), undertakes, now and in the future, not to disclose confidential information known or handled in connection with the execution and/or application of the Contract or make it available to third parties without the specific written consent of Esadax.

18. Final Provisions

18.1

This Contract supersedes any previous Contract that may have been concluded between Esadax and the Customer that can be traced back for any reason under the same login details (login and password) regarding the Service and constitutes the ultimate and integral manifestation of agreements concluded between the Parties on this subject. No modification, footnote, or clause still to be added to this Contract will be valid and effective between the Parties unless specifically and expressly approved in writing by both parties. In the case of special agreements with the Customer, these must be formulated in writing and will constitute an addendum to this agreement.

18.2

In no case may any breaches and/or Customer conduct that differs with respect to the Contract be considered as exceptions to it or tacit acceptance of them, even if not contested by Esadax. Any inertia by Esadax in exercising or enforcing any right or provision of this Contract shall not constitute a waiver of those rights or clauses.

18.3

Unless expressly indicated otherwise in the Contract, all notifications to the Customer will be made to the addresses indicated by the Customer at the order stage or during the provision of the Service (and therefore, by way of example and not limited to, by Esadax by hand, by email, certified or not, by registered mail with return receipt, ordinary post, or SMS, all being equally valid) and, consequently, the notifications shall be considered known by the Customer. Changes to any of the Customer's addresses and contact details including the email address indicated when ordering not communicated to Esadax according to the terms of the Contract will not be able to be invoked.

18.4

With the exception of the cases specifically provided for in the Contract, any notifications that the Customer intends to send to Esadax relating to the Contract, including support requests, should be sent by means of a ticket as shown on page https://support.esadax.org.

18.5

The Customer acknowledges and accepts that the copy of the contract stipulated with Esadax shall be sent by e-mail.

18.6

Any total or partial ineffectiveness and/or invalidity of one or more clauses of the Contract shall not lead to the invalidity of the others, which should be considered fully valid and effective.

18.7

The Customer acknowledges and accepts that Esadax may disclose to third parties and/or disclose the information in any form relating to the Contract (including, but not limited to: the object, the duration, the name of the Customer) as a reference for the commercial promotion of their products or services.

18.8

The relationship between Esadax and the Customer established in the Contract cannot be understood as relations of mandate, companies, representation, collaboration or association or other similar or equivalent contractual forms.

18.9

The Customer agrees not to assign this Agreement to any third party without the prior written consent of Esadax.

19. Complaints

Any complaints about the provision of the Service should be forwarded to: Esadax, Loc. Trapani 4, 90047 Partinico (Palermo), Italy by means of registered letter with acknowledgement of receipt, or forwarded via a ticket from the Esadax support department, within and no later than 7 (seven) days from the time the occurrence of the subject of complaint. Esadax will investigate the complaint and will provide a written answer within 30 (thirty) days from receipt of the complaint. In the case of complaints with particular complex facts, which do not permit a full reply within the time limits referred to above, Esadax will notify the Customer within the aforementioned times on the progress of the case.

20. Discount Coupons and Promotions

20.1

For the products/services that are part of the initiatives undertaken by Esadax, the Customer who meets the requirements stated and specified in the descriptive pages of the same page will be eligible for a "discount" granted under the terms of the related promotion.

20.2

Furthermore, the Customer henceforth acknowledges and accepts that the “discount coupon” referred to in paragraph 1 above, unless otherwise specified by Esadax for that particular promotion:

• a) can only be used once within its validity period and cannot be combined with other promotions in progress, unless otherwise specified by Esadax;
• b) is transferable to third parties;
• c) unless otherwise specified by Esadax, it cannot be used again in case of cancellation, voiding, or failure to fulfil the order for any reason and/or cause;
• d) its value cannot be refunded to the Customer by Esadax in case of the termination of the agreement for any reason and/or cause;
• e) of any type, is not refundable or redeemable for cash;
• f) is not retroactive, therefore it cannot be used with reference to orders already recorded;
• g) unless otherwise indicated by Esadax, it cannot be used with reference to orders for the renewal of services.

20.3

Notwithstanding the above, Esadax reserves the right, at its sole discretion, to modify, suspend or revoke at any time the possibility of using a "discount coupon", without any prior notice and/or notification.

20.4

With regard to Promotions for the products/services that form part of the initiatives promoted by Esadax, the Customer hereby acknowledges and accepts that the promotional services that can be purchased are subject to restrictions published on the website https://www.esadax.com/docs/domains, including limitations on the maximum quantity of promotional services available for purchase. Once this limit is exceeded, the current list prices will be applied. In such cases, Esadax reserves the right to suspend or revoke the services and/or the user's account at any time, without any prior notice and/or notification, requesting the payment and/or any supplements to the amounts due for the services purchased beyond the limit set for the promotions.

21. Extended Validity

This clause, the other clauses of these Conditions set out below as well as the provisions provided in documents that these clauses refer to will continue to be valid and effective between the Parties even after the termination or the resolution due to any cause attributable to any party:

• 1. Definitions
• 5. Activation and delivery of the Service
• 9. Esadax's obligations and limitations of liability
• 10. Customer's obligations and rights
• 13. Withdrawal
• 14. Express termination clause - termination for non-fulfilment - termination conditions
• 16. Copyright and licensing
• 17. Security of information
• 23. Applicable law, jurisdiction and competent court

22. Processing of Personal Data

22.1

The processing of the personal information communicated by the Customer to Esadax for the purposes of implementing this Contract and the subsequent provision of the Service will comply with Legislative Decree 196/2003, Regulation (EU) 2016/679, and the privacy policy issued by Esadax when registering personal information.

22. Processing of Personal Data

22.2

Esadax shall act as an autonomous Data Controller, solely for the data collection, processing, and management phases necessary for providing the Services, in accordance with the definitions of roles described in Legislative Decree 196/2003 and Regulation (EU) 2016/679.

22.3

With reference to third-party data entered and/or processed by the Customer at the order phase and/or during use of the Services, the Customer affirms that said parties have been provided, in advance, with the information referred to in Article 13 of Regulation (EU) 2016/679 and have appropriate legal basis for such processing. In any event, it is understood that the Customer shall act as autonomous Data Controller for such data, assuming all obligations and responsibilities associated therewith and holding Esadax harmless against any dispute, claim, or other demand that may arise from third parties with respect to said data processing.

23. Appointment of the Data Processor

The Customer, for the Services covered by this Contract, hereby appoints Esadax as Data Processor and/or Sub-Processor for the processing of third-party data if the Customer acts as Data Processor with respect to such data (in this case, the Customer warrants that it has been appointed by the Data Controller as Data Processor pursuant to Article 28 of EU Regulation 2016/679), with the detailed description of the duties and obligations to which it shall be bound by virtue of such role as follows:

This appointment as Data Processor or Sub-Data Processor and the related clauses have a duration equal to that of the Contract signed between the Customer and Esadax in relation to the chosen Service.

The appointment and this document shall automatically cease to have effect in the event of termination, withdrawal, or loss of effectiveness of the Contract, except when time is needed for the Customer to retrieve personal data as contractually agreed between the parties. Likewise, in the event of tacit Contract renewal, the appointment as Personal Data Processor or Sub-Data Processor shall be deemed automatically renewed for a term equal to the contract duration.

I. Data Processed by Esadax in the Provision of the Services Covered by the Contract

The Services provided by Esadax, in accordance with their Technical Specifications, allow the Customer to process the data in accordance with the timescales and procedures set forth and independently managed by them, without prejudice to the applicable regulations. The scope of Esadax's appointment relates solely to the processing of personal data entered and/or transmitted independently by the Customer through the chosen Service and/or within the scope thereof, and in any event in compliance with the purposes aimed at its correct delivery by Esadax and in accordance with the provisions of the applicable regulations in force at any particular time.

It is understood that, in the provision of the Services, pursuant to Legislative Decree 70/2003, Esadax is neither responsible for the information stored at the Customer's request, nor obligated to monitor the information it transmits or stores, nor does it have an obligation to actively seek facts or circumstances that indicate the presence of illicit activities.

II. Obligations and Rights

As a result of this appointment, Esadax is authorized solely to process the personal data to the extent necessary for performing the activities assigned to it. Esadax is entitled to undertake all activities necessary for ensuring fulfillment of the current relevant provisions as well as the task of organizing, managing, and supervising all processing operations concerning personal data communicated to it by the Customer for the purposes of performing the activities covered under the chosen Service.

In compliance with the provisions of Regulation (EU) 2016/679 and the regulations concerning the processing of personal data, it is hereby specified that Esadax has the following obligations:

• a) To process the personal data entered and/or transmitted within the scope of execution of the Service covered by the Contract, with the technical and security characteristics established pursuant to the provisions thereof, and in accordance with the Manuals, the Technical Specifications governing them, and the Codes of Conduct to which Esadax has adhered in relation to the chosen Service, which for the purposes hereof must be regarded as documentation containing the instructions for the processing of data accepted by the Customer. In the event that the Customer expresses particular needs that require different instructions from the ones described in the aforementioned documentation, they must demonstrate such need to Esadax and describe the measures that need to be guaranteed, which will be evaluated and, providing their implementation is feasible, quoted under a specific offer.

• b) To ensure that the persons authorized to process the personal data have pledged confidentiality or have an adequate duty of confidentiality. These parties authorized for data processing, in relation to the performance of the aforementioned activities, shall be specifically assigned such data processing by Esadax, which shall provide them with the necessary instructions and acquaint them with the agreed and prescribed methods as well as with Regulation (EU) 2016/679.

• c) To adopt all the measures required pursuant to Article 32 of Regulation (EU) 2016/679; in particular, with regard to the provision of the chosen Service, Esadax shall implement the measures indicated in the Contract, in the Technical Specifications, in the Manuals related to the Service itself and in the Codes of Conduct to which it has adhered in relation to the chosen Service, as well as the procedures it has adopted according to the ISO 27001 standard.

• d) To assist the Customer - taking into account the nature of the processing - (i) with appropriate technical and organizational measures, as far as possible, in order to respond to requests received for the exercising of the Data Subjects’ rights; (ii) so as to ensure compliance with the obligations set out in Articles 32 to 36 of Regulation (EU) 2016/679, also taking into account the information available to Esadax.

• e) To cancel or return all the personal data to the Customer, at their request, once provision of the services relating to their processing has come to an end, and to delete the existing copies.

• f) To make available to the Customer all the information necessary for demonstrating compliance with the obligations relating to the appointment set forth in this document, so as to enable and facilitate the revision and verification activities. These activities may be carried out after a 20 (twenty) days' notice, at a maximum of once a year and, in addition, in the event of data breaches on the Customer's personal data, and in any case subject to prior agreement on the times and methods of said checks and provided that said checks do not involve the analysis of third-party data and do not conflict with the confidentiality obligations assumed by Esadax and with its policies. Costs of these verifications shall be borne by the Customer.

Accordingly, Esadax shall process the data in compliance with the aforementioned instructions, the guidelines in the Manual governing the Service, any relevant attachments, and the provisions of Regulation (EU) 2016/679, and in compliance with the security requirements established for provision of the individual services.

III. Sub-processors

By signing this document, the Customer authorizes Esadax to use its own sub-processors, as well as third-party suppliers and companies belonging to the Esadax Group for provision of services (support, maintenance, provision of additional services, providers of networks and electronic communication services) related to the requested service; the Customer acknowledges and accepts that this may entail the processing of data by said third parties.

In order to appoint a sub-processor, Esadax guarantees, by means of a separate written contract with said sub-processor, that:

• a) The sub-processor shall only access the Customer’s data to the extent required for fulfilling the obligations delegated to them in accordance with the Contract.

• b) The sub-processor shall assume the obligations pursuant to article 28 of Regulation (EU) 2016/679.

• c) Esadax shall remain responsible before the Customer for all the obligations assumed, including those that relate to the activities entrusted to the sub-processor.

In order to provide the Customer with precise control over the aforementioned third parties, in addition to complying with the requirements of the entire category of such third parties, Esadax undertakes to constantly update the list of said third parties as well as the appropriate documentation comprising the obligations assumed by said third parties in relation to the costs arising from the processing of the personal data specified herein, where they process data within the scope of the chosen Service.

Esadax undertakes to inform the Customer, where required, in the event of any changes made to these third parties.

IV. Breaches

In the case of any events that involve a breach of the data processed by Esadax in relation to the provision of the Services, it shall notify the Customer in the manner and within the timescale pursuant to current applicable legislation.

24. Applicable Law, Jurisdiction, and Competent Court

24.1

The contract shall be governed by Italian law only, excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. These terms have been drawn up and arranged in compliance with the provisions set out in Legislative Decree 206/2005 (Consumer Code) and in Law 40/2007 (Urgent consumer protection measures, the promotion of competition, the development of economic activities and the setting up of new businesses) and in Legislative Decree 70/2003 (Implementation of Directive 2000/31/EC on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market); they are understood as being automatically amended and/or adjusted to that provided in subsequent legal and/or regulatory provisions.

24.2

For matters not expressly provided for in the Contract, the Parties shall refer to, insofar as possible, the laws in force.

24.3

The Italian Judicial Authority will have sole jurisdiction to resolve and decide on any dispute concerning the interpretation and/or execution and/or application of the Contract, except in cases where the Customer has acted and concluded the Contract as a Consumer for purposes unrelated to his/her business or profession; in this case, the Judicial Authority of the State where the Consumer was domiciled when the Contract was concluded will have jurisdiction, except in the case where the Consumer prefers to contact the Italian Judicial Authority.

24.4

When, on the basis of the previous clause 2, the jurisdiction of the courts to resolve and decide on any dispute concerning the interpretation and/or execution and/or application of the Contract is identified:

• a) By the Italian Judicial Authority, the Court where the defendant is domiciled or has their registered office will be exclusively territorially competent except in cases where the Customer has acted and concluded the Contract as a Consumer for purposes not related to his/her business or profession; in this case, the Judicial Authority of the Court where the Customer was domiciled when the Contract was concluded will be competent, if located in the territory of the Italian state, failing that, the Judicial Authority of the Court where the Supplier has their registered office will have sole jurisdiction.

• b) By the Judicial Authorities of a State other than the Italian state, the Judicial Authority of the Court where the Customer is domiciled will be exclusively territorially competent, if still located in the territory of the State where he/she was domiciled when concluding the Contract, failing that, or if the Customer preferred to contact the Italian Judicial Authority, the Court where the Supplier has its registered office will be exclusively competent.

Special Conditions for Managed WordPress Hosting & Managed WooCommerce Hosting Services

This section contains the special terms and conditions governing the provision of the Managed WordPress Hosting and Managed WooCommerce Hosting Services, if purchased by the Customer via the Esadax website, with the technical and pricing characteristics stated in the Technical Specifications for this service.

For the purposes of this section, any reference to the "Service" shall be understood as a reference to the Managed WordPress Hosting Service and the Managed WooCommerce Hosting Service.

1. Definitions

• Updating: The operations of updating the WordPress core, plugins, and themes carried out by Esadax, as outlined in WordPress Updates and Plugin List.

• AI Assistant: A WordPress plugin that uses artificial intelligence to simplify site creation.

• Blacklist: The list of plugins that cannot be installed by the Customer on their WordPress site, found at Plugin Blacklist.

• Credit/s: Credits that allow the Customer to access the Advanced Support service, which entitles the Customer to receive a consultation or intervention.

• Managed WordPress Hosting: The Service provided by Esadax, which includes WordPress installation, updates, and automatic backups.

• Managed WooCommerce Hosting: The Service provided by Esadax, which includes WordPress installation, WooCommerce plugin installation, updates, automatic backups, and monitoring.

• Monitoring Service: The automatic monitoring and control service for the specific functions of the Managed WooCommerce Hosting Service, as detailed in WooCommerce Monitoring.

• Advanced Support: Specialist consulting services provided by Esadax, as described at Advanced Support.

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2. Conditions of Use

2.1. Use of Managed WordPress Hosting Service

Each WordPress installation will have one or more pre-installed plugins as defined and updated on the page Pre-installed Plugins. The Customer must not remove these plugins, as they are necessary for the provision of managed services. The Customer also agrees to the following terms:

• a) Maintain the WordPress core installation intact and functional until the contract ends, not modifying or removing core files, plugins, or themes.
• b) Use only the database associated with the purchased package and install only approved plugins and themes via WordPress.
• c) Not modify DNS records required for Managed Services.
• d) Use plugins and themes that are maintained and updated by their manufacturer and ensure compatibility with the latest WordPress version, avoiding those on the Blacklist.
• e) Assume costs for updating plugins or themes, where applicable.

2.2. Changing Technology and Restrictions

The Customer acknowledges that the service is subject to the evolving nature of technology and must comply with restrictions outlined at Compatibility Restrictions. Esadax reserves the right to update these restrictions as per the General Conditions. Failure to comply may result in service suspension as outlined in the General Conditions.

2.3. Site and Component Compatibility

The Customer agrees to ensure the site and all components hosted on the Managed WordPress and Managed WooCommerce platforms are functional, updatable, and compatible with the latest version of WordPress. If the site or wp-admin interface is not accessible, the Customer understands that updates or verification of the site may not be possible, potentially leading to service suspension.

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2bis. Conditions of Use for "AI Assistant"

2bis.1. Intellectual Property Compliance

The Customer is responsible for ensuring that they have the necessary rights to all data, content, and information entered for use with the AI Assistant plugin. The Customer must ensure that their activities using the plugin do not violate intellectual property rights or other property rights of third parties.

2bis.2. Data Usage

The Customer acknowledges that all information and content entered, managed, and processed by them through the AI Assistant plugin may be used by Esadax and its partners for purposes related to providing the Service.

2bis.3. No Responsibility for Content

Esadax is not responsible for controlling or supervising the content entered, managed, or generated through the AI Assistant plugin. The Customer agrees to indemnify Esadax from any claims made by third parties related to violations of rights caused by the Customer's use of the plugin.

2bis.4. Obligation of Means

Esadax assumes an obligation of means, not results, with respect to the AI Assistant plugin. Esadax does not guarantee the result of the plugin’s use, nor does it manage or intervene in the content processed through it.

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3. Updates

3.1. Update Operations

Esadax performs updates based on the versions released by WordPress. These updates include plugins, themes, and the WordPress core. Updates are applied automatically when new versions are available.

3.2. Update Delays

As a courtesy, Esadax will inform the Customer of new updates and attempt installation for 30 consecutive days. The Customer can delay updates for up to 24 hours and for a maximum of two consecutive delays.

3.3. Update Failure and Restoration

If the update cannot be completed successfully within 30 days, Esadax will automatically restore the site to its previous state before the update attempt.

3.4. Automatic Updates After 30 Days

If the update fails within the 30-day period, Esadax will proceed with the update after 60 days without restoring the data. The Customer acknowledges that this may incur a risk to the functionality of the Service or the integrity of data.

3.5. Maintenance During Updates

During update operations, the WordPress management interface will be inaccessible. The site will be in maintenance mode unless the Customer independently deactivates automatic settings in the Technical Panel. Esadax is not responsible for any data loss during this period.

3.6. Monitoring Service and Liability

If the Customer has activated the Monitoring Service, they acknowledge that Esadax is not responsible for the monitoring outcome and is not involved in the management of data processed through this service. Esadax is released from liability for any damages caused by the monitoring activities.

4. Advanced Support

4.1

Notwithstanding the provisions of preceding art. 11 of Section I - General Terms and Conditions in line with the provisions of this article, Advanced Support activities are provided to Customers who have the relevant Credits available, which may be included in the Service and/or purchased separately. For each Advanced Support operation, a Customer Credit will be deducted, on a "pay per use" basis, all as provided for and described at Supporto Avanzato - WordPress and Supporto Avanzato - WooCommerce in the relevant section.

4.2

In the event that this is strictly necessary, Esadax may, at the express request of the Customer, carry out interventions involving the acquisition or storage by Esadax of data and/or information and/or content entered and/or processed by the Customer through the Services referred to in this Section, which shall be processed in compliance with the provisions of preceding art. 23 of Section I - General Terms and Conditions and shall be deleted on completion of said intervention.

5. Suspension of the Service

5.1

Notwithstanding the provisions of Article 12 of Section I, at its discretion and without the exercising of said right being subject to challenge as a default or breach of the Contract, Esadax reserves the right to suspend or interrupt the Service, even without any notice, even in the event that it has not been possible to update the WordPress site due to its incorrect use by the Customer as indicated in this section and, in any event, should the Customer violate one of the conditions provided for in article 2 above, Esadax shall notify the Customer of their non-compliance, giving the same a period of 30 days to comply. Should the Customer not comply before the expiry of this term, in order to prevent the Customer's non-compliance from causing security issues and/or danger to the entire system and/or to people, Esadax shall suspend all the features of the Service, while still keeping the site active.

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6. Processing of Personal Data

In addition to what is stated in Article 22 of the general section of these Supply Conditions, it should be noted that as part of any process of interaction with the so-called "social network(s)" previously chosen by the Customer for importing of content via the Service(s), Esadax, on the basis of the settings and authorisations given independently by the Customer to the social network chosen by him/her, will import various types of content present within the Customer's account onto the aforementioned social network.

With regard to such data, the Customer shall act as an independent Data Controller; the processing of such data shall take place in accordance with the provisions of the appointment as Data Processor conferred on Esadax pursuant to art. 28 of Regulation (EU) 2016/679 and present in article 7 below as well as in the additional documents possibly referred to in these Conditions for the provision of the Service, to which full reference is made. For information purposes only, the following is the main information about the "Social Network" services used for these features:

Service Name	Reference information	Instructions on how to disable features
YouTube API Services	Google Privacy Policy	Google Security Settings
Facebook Platform Graph API	Facebook Policy	Facebook Settings
Instagram Platform Graph API	Instagram Help	Instagram Manage Access
Twitter Developer Platform API	Twitter Privacy	Twitter Settings

When registering or linking a social media site, the Customer accepts permissions that authorise the importing of certain types of content. Depending on the social networks, the permissions provided, and the presence or absence of the data, Esadax imports the following categories of data:

Data Category	Examples of types of data
Data linked to the account (Profile, Page, Channel)	Account Name, Account Description, Avatar Photo, Cover Photo, Contact Information (Address, Telephone, Email), Hours
Data on individual content	Photos, posts, tweets, videos, events, and/or reviews uploaded or shared by the Customer
Metadata linked to individual content	Title, description, link, thumbnail photo, upload date, rental tag, playlist or gallery

These data are used exclusively for creating and updating the Customer's website. Permission can be directly withdrawn via the social media platform by following the links in the table above. Revoking permissions blocks the importing of new content, but does not guarantee deletion of all the data already imported.

To delete data on Esadax (and permission):

• For a single social media network, unlink that network from the "Social Media Connected" page.
• For all social networks linked to a site, delete the site from the "Site Setup" page.
• For all social media sites linked to an account, delete the account from the "Account Settings" page.

7. Appointment of the Data Processor

As a result of signing this Contract, the Customer appoints Esadax as the Data Processor of the personal data provided by the Data Controller, as described in article 23 of the general section, for the purposes of providing the Service.

3. Conditions of Use

3.1 Pre-Installed Plugins

Each Nextcloud installation will have one or more pre-installed Plugins as defined and updated on the page Esadax Drive Introduction, which are necessary for the provision of managed services. The Customer undertakes not to remove these Plugins.

3.2 Service Restrictions

The Customer acknowledges that the provision of the Service is characterized by constantly evolving technology and is subject to the restrictions defined at the link Esadax Drive Introduction. Esadax reserves the right to update these restrictions as outlined in Article 15.2 of the General Conditions. Failure to comply with the restrictions may result in the application of provisions outlined at the aforementioned link, and the Service may be suspended as defined in Article 12 of the General Conditions.

3.3 Site and Platform Maintenance

The Customer agrees to ensure that the site and all components hosted on the Esadax Drive platform are always functional, updatable, and compatible with the latest stable version of Nextcloud. The Customer acknowledges that Nextcloud will be installed at root and declares compliance with the software licenses associated with the Service, as per Article 5 below.

3.4 Technical Knowledge and Responsibility

The Customer confirms they possess the necessary technical knowledge to manage and operate the Service correctly. The Customer is fully responsible for any data, information, or content they process and disseminate through the Service, at their own risk.

3.5 Usage and Data Management

The Customer undertakes to use the Service solely for lawful purposes, ensuring compliance with applicable laws, customs, and practices. The Customer is solely responsible for:

• (i) Managing data, ensuring security, storage, and integrity, and applying appropriate security measures.
• (ii) The content of any information, audio, text, images, and data shared or made available through the Service.
• (iii) Malfunctions resulting from improper use of the Service.
• (iv) The loss or disclosure of login credentials.
• (v) Managing access to the Panel and ensuring that any actions taken within it are properly authorized. The Customer should change login passwords regularly, at intervals no greater than three (3) months.

3.6 Notification of Unauthorized Use

The Customer agrees to promptly inform Esadax of any unauthorized use of their account or security breaches.

3.7 Communication with Third Parties

The Customer will ensure that any third parties they allow to use the Service comply with the contract provisions. The Customer agrees to indemnify and hold Esadax harmless from any claims or damages caused by violations of these provisions by the Customer or third parties. It is forbidden for the Customer to market the Service as an agent, reseller, distributor, or licensee of Esadax or Nextcloud GmbH, or to use their trademarks or intellectual property.

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4. Updates

4.1 Update Operations

Esadax performs update operations based on versions released by Nextcloud GmbH as they become available. These updates apply to the core of Nextcloud and the Plugins featured in official Nextcloud Directories.

4.2 Automatic Updates

As a courtesy, Esadax will inform the Customer of new updates and will automatically attempt to install them. The Customer accepts that these updates will be installed periodically and automatically at Esadax’s discretion, without prior consent.

4.3 Risk Acknowledgment

The Customer acknowledges that the update process may involve risks to the functionality of the Service and the integrity of data or content. Esadax is not responsible for any damages resulting from these updates, as detailed in Article 4.4.

4.4 Liability Disclaimer

The Customer acknowledges that Esadax performs updates with an obligation of means, not an obligation of result. Esadax is not liable for any damages, including loss or damage to data or service interruption, resulting from the update process.

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5. Copyright and Licensing

5.1 Intellectual Property

The Customer agrees to use the Services in compliance with Esadax and Nextcloud GmbH's intellectual property rights, as outlined in the Esadax Services User Policy and other contractual documentation. The software is the exclusive property of Esadax or its licensors, and the Customer only has the right to use it during the contractual period.

5.2 Third-Party Licenses

If the Customer uses software supplied by third-party providers through Esadax, they must comply with the licensing terms specified by the respective providers. Esadax assumes no liability regarding these licenses.

5.3 Trademark Usage

The Customer is not allowed to use Esadax or Nextcloud GmbH’s name, technologies, trademarks, logos, or any related materials without prior written consent. The Customer guarantees they have the necessary rights to all data and software used in connection with the Service.

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6. Suspension of the Service

Esadax reserves the right to suspend or interrupt the Service without notice if the Customer violates the conditions in Article 3 or uses the Service improperly, as outlined in this section. Esadax will notify the Customer of the non-compliance and allow 30 days to remedy the issue. Failure to comply will result in the suspension of Service features, although the site will remain active.

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7. Appointment of the Data Processor

By signing this contract, Esadax is appointed by the Customer as the Data Processor for any personal data communicated by the Customer, as described in Article 23 of the General Section, for the purpose of providing the Service.