1. Preamble and Contractual Documents
1.1. The Supplier develops and distributes management and marketing software tailored for real estate agents. Specifically, the Supplier provides cloud-based software accessible online via the internet for a predetermined period.
1.2. These General Terms and Conditions (hereinafter referred to as the “General Terms”) govern all contracts related to the use of software and/or related materials and services, including updates and developments (collectively referred to as the “Software”), between onOffice Italia S.r.l. (hereinafter referred to as the “Supplier”) and the user of the Software (hereinafter referred to as the “Customer”). These General Terms apply even if not explicitly referenced in the contractual agreement by the Parties.
1.3. All contractual relationships between the Supplier and the Customer are governed by these General Terms, as modified by the Commercial Offer accepted by the Customer. In the event of any discrepancies, the terms of the signed Commercial Offer shall prevail.
1.4. The General Terms and the Commercial Offer accepted by the Customer (hereinafter collectively referred to as the “Contract”) constitute the exclusive basis for regulating the relationship between the Parties. Any changes or additions to the Contract must be made in writing to be valid; otherwise, they shall be deemed null and void.
1.5. Any tolerance by either Party regarding breaches of the Contract shall not be interpreted as an amendment to its terms or a waiver of any rights derived from the Contract.
2. Non-Contractual Documents
2.1. Information such as images, technical details, prices, or other descriptions of the Software provided on the Supplier’s website, social media platforms, or promotional materials (e. g., catalogs, brochures, advertisements) is for illustrative purposes only and is non-binding.
2.2. Technical descriptions, specifications, or performance details not expressly included in the Contract are intended solely to provide an approximate overview and do not constitute a guarantee or warranty of quality.
2.3. The Supplier reserves the right to modify or optimize the presentation or appearance of the Software (e.g., graphical interface, design, or content) at any time without prior notice. However, if such substantial changes could materially affect usability, the Supplier shall notify the Customer via newsletter.
3. Object of the Contract
3.1. The Contract entered into with the Customer governs the provision of the Software by the Supplier for the Customer’s use via the internet, in accordance with the features and limitations outlined in the Commercial Offer signed by the Customer.
3.2. Unless otherwise specified in the Commercial Offer, the Contract includes 30 (thirty) minutes of telephone support per user per month. Unused support hours within a given month cannot be accumulated or carried over to subsequent months.
3.3. The Software remains the exclusive property of the Supplier. The Contract does not, in any way, imply the sale or transfer of ownership of the original Software and/or its source code.
3.4. The installation and maintenance of the data connection between the provided Software and the Customer’s IT systems are not included in the contractual fee. The Customer is solely responsible for the proper functioning of their internet access, transmission routes, and all necessary IT tools (e.g., computers, hardware, software). The Customer is required to continuously verify the adequacy of their hardware, software, and network systems (including updates or developments), particularly to ensure sufficient bandwidth and service quality, both within their local network and through their internet service provider. Consequently, the Supplier shall not be held liable for any failure or improper functioning of the Software or any related services arising from: The inadequacy of the Customer’s hardware, software, or network systems, actions or omissions by the Customer or their collaborators.
4. Use of the Software
4.1. The Supplier shall make the Software available to the Customer via commonly used browsers, including Chrome, Safari, Firefox, and Opera, for the duration of the Contract.
4.2. By accepting the Commercial Offer, the Customer confirms that they have received all necessary information about the Software, including access to a trial period, and acknowledges that the Software meets their requirements.
4.3. The Supplier guarantees the functionality of data transfer interfaces to external portals (e.g., Immobiliare.it, Casa.it). However, the Supplier shall not be held liable for disruptions caused by changes implemented by these portals, particularly if resolving such issues would impose an excessive burden.
4.4. The Customer is solely responsible for verifying the successful upload of data to external portals. The Supplier does not guarantee error-free uploads or data transmission to third-party portals.
4.5. The Supplier provides a spam filter for incoming emails. The Customer is responsible for regularly monitoring their inbox and managing spam messages.
4.6. To optimize server performance, emails in the “Spam” folder are automatically deleted after 7 days, and emails in the “Trash” folder are deleted after 30 days.
4.7. The Customer agrees to use the Software in compliance with all applicable laws, including data protection regulations, and refrains from engaging in spamming activities.
5. Online Storage Space
5.1. The Supplier shall provide the Customer with storage space on a server, intended exclusively for storing data related to the Customer’s professional activities.
5.2. The Customer agrees not to store any data on the provided storage space that:
i. Contains political, ideological, religious, xenophobic, discriminatory, sexist, or otherwise offensive content toward individuals or groups;
ii. Violates applicable laws;
iii. Infringes upon the rights of third parties in any manner.
The Customer accepts responsibility for any violations committed by users accessing the storage space and agrees to indemnify, defend, and hold harmless the Supplier from any claims, liabilities, or actions brought by third parties, including employees, contractors, or collaborators.
5.3. The Customer expressly agrees to adhere to the storage limits specified in the Commercial Offer. The term “Unlimited Memory,” as referenced in the Commercial Offer, is defined as 100GB per user, with the total limit being 100GB multiplied by the number of users.
5.4. If the allocated storage space becomes insufficient, the Supplier shall notify the Customer in writing. Subject to availability, the Customer may opt to expand the storage capacity by paying a fee mutually agreed upon in writing.
5.5. If the Customer uses the storage space for purposes unrelated to the Contract or exceeds the allocated quota, the Supplier shall issue a written request for the Customer to remove such material or reduce the storage usage to the purchased limit. Failure to comply within 20 business days of receiving the notice will result in an additional monthly fee of €10.00 for each extra GB used beyond the limit specified in the Commercial Offer.
5.6. The Supplier shall take all reasonable precautions and implement appropriate security measures to prevent unauthorized access to or loss of the Customer’s data.
5.7. The Customer is solely responsible for entering and managing data stored within the allocated storage space, including the use of tools provided under the Contract.
5.8. In the event of data loss, the Customer must promptly notify the Supplier in writing so that the most recent backup can be restored. If the data loss is attributable to the Customer, the Supplier will attempt recovery, subject to the Customer’s acceptance of a quote for the associated costs.
5.9. The Customer grants the Supplier all necessary rights and authorizations to fulfill the Contract, including the regular backing up of data, making it accessible online, and copying or transmitting it as needed. The Supplier will provide the first backup copy in SQL format free of charge; subsequent backups may be ordered under terms mutually agreed upon by the Parties.
5.10. The Customer retains ownership of the data and may export it at any time in CSV format via the Software. Upon termination of the Contract, the Customer may request, at no additional charge, the deletion of all stored data or, if applicable, order a final backup copy under mutually agreed terms.
5.11. The Customer is prohibited from attempting, either directly or indirectly through third parties, to retrieve unauthorized information or data from the storage space.
5.12. Prior to storing any data, the Customer is obligated to verify that it is free from viruses or harmful components. The Supplier is not responsible for performing such checks. The Customer shall be held liable for any resulting damage, including harm to third parties, caused by a failure to comply with this obligation.
5.13. The Supplier reserves the right to temporarily and immediately block access to the Software and its data if the Customer violates any of the obligations set forth in sections 5.1, 5.2, 5.3, 5.4, 5.11, or 5.12 of these General Terms. Suspension of access does not release the Customer from the obligation to pay the monthly fees accumulated during the suspension period.
5.14. If the Customer fails to rectify a violation of sections 5.1, 5.2, 5.3, 5.4, 5.11, or 5.12 within the peremptory deadline communicated in writing by the Supplier, the Supplier reserves the right to terminate the Contract immediately, pursuant to Article 1456 of the Civil Code. In the event of termination, a penalty equal to the remaining fees due for the duration of the Contract shall apply, without prejudice to the Supplier’s right to claim additional damages.
5.15. In cases of violation by the Customer of sections 5.1, 5.2, or 5.12, the Supplier reserves the right to delete the data in question.
6. Software Usage Methods – Number of Usable Accounts
6.1. Upon conclusion of the Contract, the Supplier will provide the Customer with access credentials for the Software.
6.2. The Customer shall not, either directly or through third parties, interfere with, modify, or alter the Software, nor access unauthorized data networks or systems without explicit authorization from the Supplier.
6.3. The Customer may create user accounts within the Software, limited to the maximum number of users specified in the Commercial Offer, unless additional user accounts are purchased at a mutually agreed price.
6.4. Only individuals employed or contracted by the Customer under a written agreement (e.g., employees, collaborators, assistants) or, in the case of a company, partners, may be registered as users. Each user must be registered with their full name, and the Customer is responsible for maintaining a directory of registered users (“named user”), including their access credentials. User accounts must correspond to individual users and cannot be shared between multiple individuals.
6.5. If a user account is utilized by someone other than the designated individual, the account will be immediately deactivated unless the Customer documents the change of user in advance, notifies the Supplier in writing, and ensures the former user no longer accesses the Software. Unauthorized usage will incur a penalty of €50.00 per day, in addition to the Supplier’s right to claim further damages pursuant to Article 1382 of the Civil Code.
6.6. The Customer is responsible for ensuring that all registered users comply with the provisions of the Contract and will be held liable for any improper or unlawful actions carried out by those users.
7. Rights to Use the Software – Prohibition of Assignment and Use by Third Parties
7.1. The Customer is authorized to use the Software exclusively for their professional activities and strictly within the scope and duration specified in the Contract.
7.2. The Contract does not grant the Customer exclusivity in the use of the Software, and the Supplier retains the right to market the same Software to other customers, including competitors of the Customer.
7.3. The Customer may not assign, transfer, or otherwise make the Software available to third parties without prior written authorization from the Supplier.
7.4. The Customer must keep access credentials confidential and take all necessary precautions to prevent unauthorized access to the Software.
7.5. If the Customer allows unauthorized third-party access to the Software in violation of these terms, the Customer must immediately provide the Supplier with details identifying the third party. Unauthorized use will result in a penalty of €500.00 per day, in addition to the Supplier’s right to claim further damages pursuant to Article 1382 of the Civil Code.
7.6. The Customer may not reproduce, copy, or otherwise exploit the Software or any part thereof in any manner or under any contractual arrangement.
8. Interruption of Software Accessibility
8.1. Due to the nature of the Software, periodic adjustments, modifications, and updates may be necessary, which could temporarily interrupt access to the service. Such interruptions, including those for resolving malfunctions or bugs, shall not be considered system downtime and do not entitle the Customer to financial claims.
8.2. When feasible, the Supplier will notify the Customer of planned interruptions at least 7 (seven) days in advance, including an estimate of the expected duration.
9. Compensation
9.1. The compensation specified in the Contract is unitary and may be paid in monthly installments, with payment due on the first business day of each month, as outlined in the Commercial Offer.
9.2. Payments shall be made via SEPA direct debit (following the completion of necessary forms) or by another method agreed upon by the Parties when signing the Commercial Offer.
9.3. Invoices will be issued electronically, with a courtesy copy sent to the email address provided by the Customer.
9.4. All compensation amounts are exclusive of VAT, which will be applied at the applicable rate at the time of payment.
9.5. Any additional services provided beyond the scope of the Contract and offered free of charge by the Supplier may be discontinued at any time without entitling the Customer to any reductions, refunds, indemnities, or compensation.
9.6. In the event of late or non-payment, the Customer will bear all associated costs incurred by the Supplier, including bank fees. The Supplier may: (i) Block the Customer’s access to the Software and suspend any further performance under the Contract until payment is made; (ii) Terminate the Contract by written notice, pursuant to Article 1456 of the Civil Code. Additionally, interest for late payment will accrue as provided by Legislative Decree 231/2002.
9.7. The Customer may not withhold or delay payments due under the Contract by citing alleged non-performance by the Supplier, as per Article 1462 of the Civil Code.
10. Duration
10.1. The Contract becomes effective on the date the Supplier receives the signed Commercial Offer and has an initial term of 24 (twenty-four) months, starting from the first day of the month following receipt of the signed offer.
10.2. The Contract will automatically renew for successive 12 (twelve)-month periods unless terminated by either Party. Termination must be communicated via registered mail with return receipt or certified email (PEC) at least 3 (three) months prior to the expiration date.
11. Reporting of Issues
11.1. The Customer must promptly report any malfunctions, performance failures, or issues in writing to the Supplier, providing as much detail as possible. Failure to do so may absolve the Supplier of liability for any resulting damages.
11.2. If the reported issue does not stem from the Software but is due to other factors (e.g., hardware, communication channels), the Customer shall compensate the Supplier for the investigation and resolution at a rate of €59.00 per hour.
12. Warranties and Supplier’s Liability
12.1. The Supplier guarantees that the Software complies with applicable laws and regulations.
12.2. The Supplier guarantees that any software malfunctions will be resolved within a maximum of 30 (thirty) working days (Monday to Friday) from the receipt of the written notification from the Customer, who must ensure full cooperation (e.g., phone availability, same-day email responses, etc.) with the Supplier and/or its collaborators. The guarantee of resolving issues within the stated time frame is also conditional on the correct use of the software and applies only to issues directly related to the software (and not to those arising, for example, from malfunctions of the Customer’s computers and communication channels, use of unsuitable hardware or software by the Customer or their Internet provider, etc.) and, in any case, not caused by the Customer or their auxiliaries.
12.3. The Supplier’s obligation to intervene is contingent upon the Customer being up-to-date with all payments.
12.4. In all cases where the contractual and/or non-contractual liability of the Supplier is established, the Supplier shall compensate the Customer for the damages incurred. Such compensation shall be limited to foreseeable damages directly related to the subject matter of the Contract and, in any event, shall not exceed the annual contractual value of the Contract.
12.5. The limitations of liability in this article also extend to the Supplier’s employees, representatives, collaborators, and other auxiliaries.
13. Final Provisions
13.1. The Contract is governed exclusively by Italian law.
13.2. Any disputes regarding the validity, interpretation, or execution of the Contract shall be resolved amicably whenever possible. If resolution cannot be achieved, the dispute will fall under the exclusive jurisdiction of the Court of Turin.
13.3. If any provision of the Contract is found to be invalid, unlawful, or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of the Contract, which shall remain in full force and effect.
14. Personal Data Protection and Privacy
14.1. The Parties agree to comply with the provisions of European Regulation No. 2016/679 (GDPR) on data protection, as well as any subsequent legal updates, amendments, or guidelines, including those issued by the WP29 (now the European Data Protection Board, EDPB). The Customer declares that they have been informed of their rights under the GDPR, the methods of data processing, and the purposes of such processing.
In order to fulfill contractual and/or legal obligations, onOffice srl will have the right to communicate personal data to all parties who need access to it based on legal provisions, to employees, collaborators, and suppliers within the scope of their respective duties, and to all those natural or legal persons, public or private, when the communication is necessary and functional for the provision of the requested services in the manner and for the purposes outlined above, as well as to competent and duly appointed parties for the execution of services necessary for the proper management of the ongoing relationship, with a guarantee of protection of the data subject’s rights.
As part of the contractual services set forth in this Agreement, onOffice S.r.l. processes personal data on behalf of the Customer—who acts as the Data Controller—and, in this context, operates as an External Data Processor pursuant to Article 28 of the GDPR. By signing the Commercial Offer, the Parties mutually acknowledge and approve the terms outlined in the Data Processing Agreement (DPA), available at the following link: downloads.onoffice.com/it/documenti/Contratto-nomina-responsabile-esterno-trattamento-ENG.pdf