Terms of Service

1. Definitions

1.1 Galvani Power SRL, referred to as “we”, “us”, “our” or “the Company”, provides the Software and Services described in this Agreement. Our company details are provided at the end of this document.

1.2 These Terms and Conditions form a legal agreement between the User and us. By registering or subscribing to our Services, you offer to enter into this contract, which we accept by sending you a confirmation email. If you subscribe to a paid account later, it will be governed by this Agreement and the then-current version of these Terms.

1.3 Please save or print these Terms for future reference, as we will not retain a copy specific to your interactions. These Terms are available only in English.

1.4 Headings are for guidance and are not legally binding. The term "including" means "including without limitation."

1.5 Definitions:

• User: The individual or organization using the Software and Services, referred to also as “you” or "your”.
• Content: All materials such as text, software, images, videos, etc., in any form.
• Data Protection Laws: Any applicable data protection laws including GDPR (EU) 2016/679 and related guidance.
• Exceptional Circumstances: Includes breach of contract, legal requirements, or situations requiring protection against malicious activities, hacking, or criminal offenses.
• Regulation: Applicable laws, regulations, and codes of conduct.
• Services: Any services, including the Software, provided by us.
• Your Content: Any content you upload, use, or transfer via the Services, or permit others to do so.
• Confidential Data: Any content identified as, or which clearly is intended to be, confidential, including but not limited to algorithms, design methodologies, and technical specifications related to the Software and the information generated by the Software.

2. Changes to the Terms and Conditions

2.1 We may need to update these Terms and Conditions. In such cases, we will post a notice on our website for a reasonable period before the changes take effect. You should regularly check our website for updates. If you continue using our Services after the revised Terms become effective, you agree to be bound by them.

2.2 If you are a User with a paid account and do not agree to the changes (unless the changes are minor or required by applicable law or regulations), you may terminate your subscription by notifying us at support@galvanipower.com before the effective date of the revised Terms. In such cases, we will refund any advance payments for the period following the termination.

3. The Services

3.1 We do not promise:

• that the Services will be uninterrupted, secure, or error-free;
• that any Content generated, stored, transmitted, or used via or in connection with the Services will be complete, accurate, secure, up to date, or delivered correctly or at all;
• that any specific results will be achieved or that any results will be accurate or reliable.

3.2 You acknowledge that we may need to suspend the Services for repair, maintenance, or improvement. In such cases, we will use reasonable efforts to restore the Services as quickly as reasonably possible.

3.3 We may change or discontinue any part of the Services at any time.

4. Support

4.1 The Services include support only as specified on our website. If support is provided, we will use reasonable efforts to meet any specified response times and to rectify specified faults or problems but do not guarantee that these will be achieved.

4.2 We shall not be obliged to supply support:

4.2.1 in respect of faults or problems arising from:

• incorrect use of the Services;
• products or services not supplied by us;
• any cause external to the Services;

4.2.2 if you are not using the most recent version of the relevant software;

4.2.3 if you or any third party not authorized by us have modified the software or attempted to resolve the problem;

4.2.4 if any fees due to us are unpaid;

4.2.5 Any additional support agreed upon will be charged at our then-current standard rates, with fees payable within 14 days of the invoice.

5. Your Obligations and Promises

5.1 You promise that you have the power and authority to enter into this Agreement.

5.2 You promise that you are at least of the legal age to form a binding contract with us and that you meet any age requirements set by the applicable Regulations.

5.3 You must comply with the current technical documentation applicable to the Services (including applicable developer guides) as posted and updated on our website. If you create technology that works with the Services, you must also comply with these guidelines.

5.4 You acknowledge that Your Content may be damaged or lost due to fault, suspension, or termination. We may make backups, but you are responsible for ensuring that backups are made according to your requirements.

5.5 You must comply with any third-party licenses or end-user agreements related to goods or services supplied by us.

5.6 You promise that you have sufficient technical knowledge to use and configure the Services.

5.7 You must ensure that your computers and systems comply with any technical specifications required by us to use the Services.

5.8 You bear full responsibility for the development, content, operation, maintenance, and use of Your Content. We are not obligated to review Your Content, though we reserve the right to take action if necessary.

5.9 You promise that you or your licensors own all rights to Your Content and that it does not infringe any third-party rights.

5.10 You must comply with all applicable laws, including Data Protection Laws, in relation to the Services.

5.11 We may access, copy, preserve, disclose, remove, suspend, or delete Your Content in the event of Exceptional Circumstances or as permitted under this Agreement. If we remove, suspend, or delete Your Content, you may not attempt to re-publish or re-send it.

5.12 We may delete Your Content if your account is inactive for two years. You should back up any content you wish to keep.

6. Payment (Applicable Only to Paid-for Accounts)

6.1 Prices are listed on our website. We may change our prices by giving at least 30 days' notice via email. The price change will take effect on your next renewal date.

6.2 If applicable, our fees are subject to VAT, which must be paid in addition at the appropriate rate.

6.3 You must make all payments without any set-off, counterclaim, or other deductions.

6.4 You must contact us and provide a reasonable opportunity to resolve any issues before initiating a chargeback.

6.5 If any amount due to us remains unpaid, including unjustified chargebacks, we may:

• charge reasonable additional administration costs;
• charge interest (both before and after judgment) at the rate applicable under the Regulations;
• suspend our Services;
• terminate this Agreement.

6.6 You authorise us to take automated monthly payments via credit card, PayPal, or another method.

7. Right to Cancel ("Cooling Off")

7.1 If you are a User living in the European Economic Area (EEA), you have the right to cancel this contract, subject to the provisions set out below. This is separate from any money-back guarantee we may offer (see our website for details).

7.2 You have the right to cancel this contract within 14 days without providing any reason.

7.3 The cancellation period expires 14 days after the conclusion of the contract.

7.4 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g., a letter sent by post or email), using the contact details that you can find on our website.

7.5 To meet the cancellation deadline, you must send the cancellation notice before the period expires.

Effects of Cancellation

7.6 If you cancel this contract, we will reimburse all payments received from you.

7.7 We will make the reimbursement without undue delay, and no later than 14 days after receiving your cancellation notice.

7.8 The reimbursement will be made using the same payment method you used for the initial transaction unless you agree otherwise. No fees will be incurred for the reimbursement.

7.9 If you requested us to begin performance of the services during the cancellation period, you will pay an amount in proportion to the services performed up until the cancellation, relative to the full scope of the contract.

8. Security

8.1 You promise:

• to keep any login details confidential (and acknowledge that we may change these at any time for good reason);
• to take reasonable steps, within your control, to minimize any risk of security breaches in connection with the Services;
• to notify us immediately of any actual or suspected security breaches related to the Services;
• to comply with our reasonable security checks.

8.2 You acknowledge that you are responsible for all persons using your password or other login details to access the Services, whether authorized or not, unless we are at fault.

9. Privacy

9.1 You acknowledge and agree that we may process your personal information in accordance with the terms of our privacy and cookies policy which is subject to change from time to time.

10. Intellectual Property Rights

10.1 We or our suppliers (including, where applicable, authors of open-source software) retain ownership of all intellectual property rights in any material (including our Content or Software) related to the development or supply of the Services and to our website. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use such material solely in accordance with this Agreement. You may not retrieve, display, modify, copy, print, sell, download, hire, reverse engineer, disassemble, decompile, translate (unless permitted by applicable law), or otherwise use such material without our prior written consent. You may not transfer any of our Software outside the Services.

10.2 As between you and us, you or your licensors own all right, title, and interest in Your Content. Except as provided in this clause, we do not obtain any rights from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services. We may disclose Your Content to comply with governmental or regulatory requests (including subpoenas or court orders).

10.3 You agree not to analyze samples or configurations provided by us to determine their composition, architecture, method of operation, or manufacturing process, except with our prior written consent.

10.4 Nothing in this Agreement, and no course of dealing between Parties (you and us together), shall be construed to constitute the grant of a license, express or implied, to a Receiving Party under any patent, patent application, trademark, copyright, trade secret, or other Confidential Information of the Disclosing Party.

10.4 All licenses granted to you under this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically end if you fail to comply with any term or condition of this Agreement.

11. Use of Our Website

11.1 Any Content made available by us on our website is for general guidance only. We cannot guarantee its accuracy or up-to-date nature. Before acting on such information, you must make your own inquiries regarding its accuracy and suitability for your purposes and seek appropriate professional advice. You rely on this information at your own risk.

11.2 Our website may contain links to third-party websites that may interest you. We do not endorse or recommend these sites, nor are we responsible for the products or services they offer, as they are outside our reasonable control. You use such third-party sites at your own risk.

12. Liability and Indemnity

12.1 Nothing in this Agreement limits or excludes our liability for negligence causing death or personal injury, fraudulent misrepresentation, or for anything that cannot legally be excluded or limited.

12.2 We are not responsible for any loss or damage resulting from your failure to comply with this Agreement.

12.3 We shall not be liable for any loss or damage caused by us or our employees or agents where:

• there is no breach of a legal duty of care owed to you by us or any of our employees or agents;
• such loss or damage is not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by both parties at the time the contract was made);
• the loss or damage is caused by you, for example, by not complying with this Agreement; or
• the loss or damage relates to a business of yours.

12.3 You will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this Agreement or misuse of our Services (subject to our obligation to mitigate any losses).

12.4 In no event will we be liable for:

• economic losses (including loss of revenues, profits, contracts, business, or anticipated savings);
• loss of goodwill or reputation;
• special, indirect, or consequential losses; or
• damage to or loss of Your Content, even if we have been advised of the possibility of such losses.

12.5 Neither we nor our affiliates or suppliers will be responsible for:

• your inability to use the Services, including as a result of: i) termination or suspension of this Agreement or your use of or access to the Services; ii) our discontinuation of any or all of the Services; or iii) unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including power outages, system failures, or other interruptions;
• the cost of procuring substitute goods or services;
• any investments, expenditures, or commitments made by you in connection with this Agreement or your use of the Services; or
• unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Content.

12.6 You will indemnify and hold us harmless from all claims, damages, liabilities, and expenses (including reasonable legal fees) arising directly or indirectly from:

• Your Content;
• your use of the Services; or
• your breach of this Agreement.

We shall have the sole right to control the defense and settlement of any such claim, but we shall consult with you prior to any settlement. You agree to provide reasonable assistance to us at your own expense in the defense of such claims.

12.7 This Agreement constitutes the entire agreement between us and supersedes any prior communications or agreements. We both acknowledge that there have been no misrepresentations, and neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this Agreement is excluded.

12.8 If we or our affiliates or suppliers are required to respond to a third-party subpoena or legal order, you will reimburse us for reasonable attorneys' fees, as well as time and materials spent responding to the subpoena or legal process at our then-current hourly rates.

12.9 We have no liability for any third-party goods or services.

13. Ending or Suspending this Agreement

13.1 You may end this Agreement at any time by deleting your account according to the instructions on our website. If you are on a free service, termination takes effect immediately. If you are on a chargeable service, termination takes effect at the end of the period for which you have paid in advance. There will be no refund, but this does not affect any applicable User "cooling off" rights, as explained above.

13.2 We may suspend or end this Agreement (in whole or in part) at any time, with or without notice, in the event of Exceptional Circumstances. We may decline to reinstate suspended Services unless we receive satisfactory assurances from you, acting reasonably.

13.3 We may end this Agreement at any time without cause by giving you notice via email. In this case, we will refund any fees already paid by you for the period after termination.

13.4 The consequences of this Agreement ending for any reason are:

• We will immediately stop supplying, and terminate access to, the relevant Services;
• We are entitled to irretrievably delete Your Content 14 days after termination;
• All licenses granted by us terminate;
• Any fees due remain payable;
• Accrued rights and liabilities will be unaffected.

13.5 The clauses in this Agreement which are intended to survive its termination shall remain in effect.

14. Confidentiality

14.1 Both parties agree that during the term of this Agreement and for five years thereafter, neither party will use or disclose any Confidential Data received from the other party for any purpose apart from this Agreement.

14.2 You acknowledge and agree that, during the course of using the Software, you may be exposed to confidential or proprietary information related to the Software. You agree:

• To keep such Confidential Information strictly confidential and not disclose, share, or use it for any purpose other than the intended use of the Software;
• To take reasonable precautions to protect the Confidential Information from unauthorized disclosure.

14.4 This clause does not apply to Content which:

• enters the public domain other than through breach of this clause;
• is or becomes independently known to the receiving party without any confidentiality restriction;
• is required to be disclosed by Regulation or competent authority;
• is reasonably disclosed to employees, suppliers, or others for the proper performance of the Agreement;
• is reasonably disclosed to professional advisers; or
• is otherwise permitted to be disclosed in accordance with this Agreement.

14.5 You will not misrepresent or embellish the relationship between us and you (including implying that we support, sponsor, endorse, or contribute to your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity, except as expressly permitted by this Agreement.

15. Notices

15.1 We may send any notices to you in accordance with the most recent contact information provided by you. After the termination of this Agreement, we will only send notices if legally obliged to do so, or if you expressly provide consent for further communication (for example, by re-signing up for our Services).

15.2 Any notice required by this Agreement to be given in writing may be delivered by hand or sent by special delivery (within Italy) or by international signed-for post (outside Italy) to the other party's registered office or such other address as that party may notify. Notices may also be sent by email, provided that the email has not been returned.

16. General

16.1 This Agreement (and any incorporated documents) represents the entire agreement between the parties relating to its subject matter.

16.2 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected. Any invalid, illegal, or unenforceable provision will be replaced by one that best reflects the original intent of the provision, to the extent permitted by law. The same applies in case of omission.

16.3 We may assign (i.e., transfer) all or part of our rights or duties under this Agreement, provided we take reasonable steps to ensure that your rights are not prejudiced. As this Agreement is personal to you, you may not assign any of your rights or duties under it without our prior written consent.

16.4 Neither party shall be liable for failure to perform or delay in performing any obligation (excluding payment) under this Agreement if the failure or delay is caused by circumstances beyond its reasonable control, including but not limited to failures in communications, telecommunications, or computer systems.

16.5 We and you are independent contractors, and nothing in this Agreement constitutes one party as an agent or representative of the other.

16.6 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a "waiver" of the right or remedy, meaning that it can still be enforced later.

16.7 A person who is not a party to this Agreement shall have no right to enforce it, except as expressly stated otherwise.

16.8 This Agreement shall be governed by and construed in accordance with the laws of Italy. Any dispute arising under or in connection with this Agreement shall be resolved through the court of Modena, unless otherwise agreed by both parties.

16.9 We reserve the right to update or modify these Terms and Conditions at any time. Any amendments will be effective upon posting on the Software’s website or within the Software itself. Your continued use of the Software after such changes will constitute your acceptance of the new Terms and Conditions.

Contact Information

If you have any questions or concerns regarding these Terms and Conditions, please contact us at support@galvanipower.com.