General Conditions of Service
(“General Conditions”, Version “00”, February, 2017)
(I) General Section
Definitions and general provisions
Acceptance of General Conditions
Subject of General Conditions
Scope of General Conditions
Framework of General Conditions
Purpose of the Service
Procedure for the formation of the Agreement
Formation of the Agreement
Features of the Service and fees
Main features of the Service
Free Trial Period
Subscription and Mailcode
Data uploading and visualizing
Accessibility of the Service
Duration, renewal and termination of the Service
Purchase of Subscription at the end of the Free Trial Period
Period of Inactivity. Duration and effective date.
Grace period. Availability of the Mailcode.
Waiver of the Mailcode
Rights and liabilities of Mailcoding
Rights of Mailcoding
Warranties and liabilities of Mailcoding
Obligations, liabilities and indemnification of Customers and Users
Obligations of Customers and Users
Representations of Customers and Users
Customers and Users liability
Indemnification and compensation
Governing law and venue
(II) Special Section for Customers qualified as Consumers
Governing law and rights of Consumers
Exclusion of the right of withdrawal
Settlement of disputes
ODR platform for Customers qualified as Consumers resident in the European Union
1. Definitions and general provisions
1 .1 Definitions.Pursuant to and by effect of these General Conditions, the following terms generally indicated with a capital letter (whether they are singular or plural) shall have the following meaning:
Website: the Internet website accessible through the URL: https://www.mailcoding.com and further possible domain names;
Mailcode: an alphanumeric code that is uniquely associated with a profile containing information and data;
Service: the service of creation, management and research of Mailcodes through the Website;
Mailcoding: Mailcoding S.r.l. whose data are set out in the footer of the Website;
Channels: the social channels of a great diffusion, such as for example Facebook, Twitter, YouTube, Pinterest, through which Mailcoding may promote the Service;
Guest: person who visits the Website and has access to visible data of Mailcodes;
Customer: Guest who has entered into the Agreement. Customer is a “Consumer” if, according to the Italian Consumer Code or the laws of the country of residence, he is acting for purposes which are outside his trade, business, craft or profession; Customer is a “Trader” in all other cases.
Parties: Mailcoding and the Customer;
Agreement: agreement for the provision of the Service concluded by the Parties, pursuant to the Rules;
User: the natural person to which the Customer has given a Mailcode, entitled to use such Mailcode pursuant to the Rules;
Multicode Customer: the Customer who has entered into the Agreement for the use of multiple number of Mailcodes, for the purpose of allowing Users to use them in their family, labour or business relations;
Subscriptions: type, functionality, duration and prices of the Service associated with any Mailcode and published on the relevant web page accessible through the Website;
Dashboard (or “Restricted Area”): the restricted area of the Website where it is permitted to upload and update Data associated with the Mailcode;
Registration: the operation, free of charge and made on a voluntary basis, aimed at identifying the Customer and the User in order to enter into the Agreement, to access to the Dashboard and to allow any login procedure. Access credentials and codes (“Identification Codes”) serve the purpose of Registration;
Free Trial Period: the trial period of the Service, which Mailcoding may offer free of charge to Customers, at the end of which Customers may purchase a Subscription;
Financial Intermediaries: intermediaries enabled to work with Mailcoding and selected by Customers, through which payments are made;
Logo: the Mailcoding logo, available on the Website, which is a proprietary mark of Mailcoding and whose use is granted also to Customers and Users, according to the provisions contained in the General Conditions and in the web page “Utilize the Logo” published on the Website;
Period of inactivity: the period of time at the end of which Customer loses some options provided by the Service.
1.2. Amendments. Mailcoding reserves the right to make modifications, amendments or updates to these General Conditions. Without prejudice to the rights of Consumers provided for by national legislations, the last version of the General Conditions published on the Website shall be deemed valid and enforceable.
1.3. Availability. These General Conditions are made available to Customers before the conclusion of the Agreement and are forwarded by Mailcoding to Customers in Pdf format for the relevant storage or otherwise are made downloadable from the Website or delivered to Customers.
1.4. Acceptance of General Conditions. At the time of conclusion of the Agreement, General Conditions are fully accepted by Customers, also following a specific acceptance, either by acceptance made by electronic means (according to instructions published on the Website) or in exceptional cases by acceptance made through signature on the document in paper form of the same General Conditions.
1.5. Subject of General Conditions. These General Conditions regulate the Service and use of the Website by Customers, included all relevant operations which may be deemed ancillary, instrumental and functional.
1.6. Scope of General Conditions. These General Conditions apply to all Agreements entered into by Customers, irrespective of the procedure followed for the formation of the Agreement.
1.7. Framework of General Conditions. These General Conditions are composed by:
a general section (I), applicable to Customers and Multicode Customers, whether Consumer or Trader, unless otherwise stated;
a special section (II), containing specific provisions for Customers qualified as Consumers.
1.8. Purpose of the Service. The Service aims to create and manage Data, submitted and/or uploaded on a voluntary basis by Customers or Users through the Dashboard, in order to make such Data visible by the entitled persons.
2. Procedure for the formation of the Agreement
2.1. Age requirements. The age of majority of Customers is presumed. Possible operations completed by eventual minors according to legislation of the country of residence have to be made subject to the authorization and responsibility of persons having the relevant parental authority.
2.3. Formation of the Agreement. Following the instructions published on the Website, Customers may sign up for a Subscription associated with a Mailcode. The Agreement shall be deemed concluded upon receipt by Mailcoding of the Customer request of activation of the selected Subscription, transmitted by the Customer according to instructions published through the Website. If the Service is available as a paid Subscription, the payment shall constitute condition precedent to the effectiveness of the Agreement.
3. Features of the Service and fees
3.1. Main features of the Service. The Service is provided by Mailcoding on the Website “as is” at the time of the Customer request of activation and in any case according to the Rules.
3.2. Free Trial Period. In order to promote the Service as widely as possible, Mailcoding may grant Customers a Free Trial Period, subject to the conditions published on the Website, at the end of which Customers may exercise the option to purchase a Subscription according to the Rules, by keeping the same Mailcode originally awarded.
3.3. Subscription and Mailcode. With the exception of Multicode Customers, Customers may associate with a Subscription only one Mailcode. Customers can hold as many Mailcodes as Subscriptions they have purchased. The selected Subscription is displayed on the Dashboard. During the term of the Agreement, subject to the conditions published on the Website, the migration from a Subscription to another offering more functionalities is allowed, while the migration to a Subscription with less functionalities is not allowed.
3.4. Fees. Some Mailcodes are awarded and Subscriptions offered in return for the payment of a fee (“Fee”), payable according to the instructions published on the Website, through Financial Intermediaries.
3.5. Reserved Mailcode. According to the conditions and instructions published on the Website, Mailcoding may grant Customers the not assignable, not transferable right to use without a time limit – within however the limits of availability and functionality of the Website – the selected Mailcode (“Reserved Mailcode”). In such a case, the provisions referred to the Period of Inactivity shall not apply.
3.6. Data uploading and visualizing. According to the selected Subscription, Customers and Users may upload their Data on the Dashboard, having the option to make them visible or not also to Guests of the Website, with the sole exception of the name, surname and Mailcode, whose visibility is mandatory and may not be restricted. Customers and Users may at any time update and modify the uploaded Data and the exercised options.
3.7. Accessibility of the Service. Guests may have access to the Service for consultation purposes only.
4. Duration, renewal and termination of the Service
4.1. Duration. The Agreement has the same duration as that of the selected Subscription and shall be deemed to have come into effect on and as of the effective date of the Agreement (i.e.: when the Fee is credited), it being understood that such effective date may correspond to the date on which the Agreement has been entered into by the Parties.
4.2. Purchase of Subscription at the end of the Free Trial Period. Upon reasonable notice, prior to the expiry of the Free Trial Period, if offered, Mailcoding shall remind Customers about the expiry of the Free Trial Period, so that Customers may purchase a Subscription, by keeping the same Mailcode originally granted. In the event of non-purchase of a Subscription, Customers are entitled to a free Subscription.
4.3. Renewal. Upon reasonable notice, prior to the expiry of the Agreement, Mailcoding shall remind Customers about the expiry of the Agreement, so that Customers may decide: (i) to renew the Agreement by purchasing the same or a new type of Subscription, having more or less functionalities; (ii) not to renew the Agreement. In the event of non-renewal of the Agreement or non-purchase of a Subscription, Customers are entitled to a free Subscription. Upon payment of the Fee by Customers, the Agreement will automatically renew under the same conditions as provided for the Subscription originally purchased.
4.4. Period of Inactivity. Duration and effective date. Save as provided under Clause 3.5 hereof on the Reserved Mailcode, Mailcoding, with a view to avoiding that Customers non-interested in using the Service prevent other Customers from being granted attractive and desirable Mailcodes, shall qualify a Customer as inactive (“Inactive Customer”) if during the twelve-months period starting from the last operation (anyone of the following operations, hereinafter jointly defined “Operations”):
the Customer has not log onto the Dashboard at least one time;
the Customer has not used the Service through a mobile application at least one time;
the Customer has not replied to communications sent by Mailcoding;
the Mailcode associated with a Customer has not been searched.
4.5. Grace period. Availability of the Mailcode. At the end of the Period of Inactivity, an Inactive Customer is entitled to a further 30 (thirty) days period (“Grace Period”), during which said Inactive Customer may express its interest of making use of the Service and the Mailcode, by doing one of the above Operations, either voluntarily or pursuant to a communication sent by Mailcoding. In the event of the Inactive Customer failing to do so within the Grace Period, Mailcoding shall be entitled to: (i) cancel the Data associated with the Mailcode; (ii) make the Mailcode available to new Customers and Users.
4.6. Waiver of the Mailcode. At any time, Customers may relinquish the Mailcode originally awarded, by following the instructions published on the Dashboard. From the receipt by Mailcoding of the Customer’s notice notifying its waiver of the Mailcode, a further 30 (thirty) days period may be granted to that Customer, during which he may express its reconsideration. In the event of such Customer failing to do so within said 30 (thirty) days period, Mailcoding shall be entitled to follow the procedure specified in Clause 4.5 above and, as a consequence, the Mailcode originally awarded shall be made available to new Customers and Users. It is hereby agreed and understood that in such event, the Customer shall not be entitled to any refund of the Fee already paid for the Subcription referred to the waived Mailcode.
5. Rights and liabilities of Mailcoding
5.1. Rights of Mailcoding. The Customer and User acknowledge and agree that:
no limitations for free Subscriptions - Mailcoding may at any time cease to render the Service delivered under free Subscriptions, upon prior notice given to the Customer in advance of any anticipated deactivation of the Service;
management of the Website at Mailcoding discretion - without prejudice to the full compliance with the Agreement for Subscriptions charged with Fees, Mailcoding has the highest degree of autonomy and discretion in managing the Website and providing the Service;
unscheduled interruptions of the Service-Mailcoding may not ensure the uninterrupted access to the Website and the Service, which may be subjected to unscheduled disruptions: (i) for any “Act of God” or any fortuitous event; (ii) for any activity or omission of any third party, providing, at any title, ancillary services to support the Website or the Service, including, but not limited to, web hosting services, access to Internet and assistance; (iii) as a consequence of any third party’s (including Guests, Customers and/or Users) activity or actions or omissions, which may be deemed unlawful, illegal or otherwise outside the purposes of the Website and the Service;
suspension of the Website functionality - Mailcoding may at its sole discretion suspend the functionality of the Website and/or the Service, in whole or in part, without limitation, for technical reasons due to the management, updating, restructuring, implementing and protection of the Website, by way of example, in the event that one or more of the following events may occur: (i) adoption of a release of a software program which may support the functionality of the Website or modify the Website interface; (ii) any use of the Website which may cause a dangerous situation or instability of the Website which may give rise to damages or any prejudicial consequence to Mailcoding or to the Service; (iii) abnormal traffic that may affect the regular functionality of the Website; (iv) any notice by any Public Authority notifying Mailcoding of any use of the Website deemed unlawful, inappropriate or otherwise contrary to mandatory rules, public order or public decency. In such events, Mailcoding shall publish on the Website and/or send notices to its Customers indicating the expected time of suspension;
precautionary suspension of the access to the Dashboard and the Mailcode - Mailcoding reserves the right as a precaution to suspend access to the Dashboard and any single Mailcode in the following cases: (i) in the event Mailcoding has a reasonable grounds for believing that the Customer violates the Rules or in the event a Mailcode and the relevant Data, whether or not visible by Guests, violate or may potentially violate rules of law, intellectual property rights, or may be deemed as contrary to the public order or public decency or in any case may cause possible damages to Mailcoding; (ii) upon receiving of any complaint and/or injunctions and/or claims by any private person/entity and/or public authority concerning, by way of example, intellectual and/or industrial property rights or in any case the Data associated with the Mailcode. In such cases, Mailcoding shall promptly inform the Customer or User, at the latest within 10 (ten) working days from the suspension. The suspended functionality shall be reactivated only in the event the cause of suspension has been revoked or according to the instructions received by public authorities;
non provision of the Service - Mailcoding reserves the right not to activate the Service or not to accept the renewal of the Service (without however giving rise to any kind of claim, expectation or right, for any reason whatsoever, including compensation of damages, on the Customer, which may result from such non provision) if the request of activation of the Service is transmitted by a Customer who (i) fails to comply with the Rules; (ii) is or has been involved in a dispute with Mailcoding. Mailcoding shall inform the Customer on the non-activation or non-renewal of the Service and, where a payment of the Fee has been made, shall refund the amount paid, without incurring any further obligation or duties;
non-payment of the Fee - provided that the payment of the Fee – if established – is to be regarded as condition precedent to the effectiveness of the Agreement, Mailcoding reserves the right to activate the Service only upon receipt of payment of the Fee and, where the Service has been already activated, to suspend or interrupt the Service immediately, in the event any payment of the Fee should become invalid or be revoked or invalidated or not credited for any reason whatsoever.
5.2. Warranties and liabilities of Mailcoding. The Customer and the User acknowledge and agree that:
warranty and liability - the warranties and liabilities of Mailcoding are subject to those expressly provided for by these General Conditions, except as provided by mandatory rules;
exclusion of surveillance and monitoring activities - due to the nature of the Service, Mailcoding does not carry out any prior surveillance or monitoring activities on the Data submitted or uploaded by Customers or Users through the Dashboard;
lack of liabilities in the event of suspension - as a consequence of suspensions as specified above (i) Mailcoding may not be deemed liable for any delays, discontinuations, suspensions, interruptions of the Service, without prejudice to any warning and/or information to be given by Mailcoding; (ii) Customers or Users may not be entitled to any reimbursement, indemnity and/or compensation for any reason whatsoever;
Data entering and publication - In no event Mailcoding shall be deemed be liable for Customers’ and/or Users’ Data entering and/or uploading and/or management through the Dashboard, for which Customers and/or Users will be solely responsible;
lack of liability - without prejudice to non-derogable rights of Consumers, Mailcoding, with the exception of cases of gross negligence or willful misconduct directly attributable to its conduct, shall not be liable for any pecuniary, non-pecuniary, direct, indirect, incidental or consequential damages and/or harmful consequences and/or injuries suffered by Customers and/or Users, including, without limitation, loss of Data, loss of business profits, injuries to reputation, loss of earnings, non-use and enjoyment in full or in part of the Service, hardware and software failure, arising out of the use or inability to use the Website and/or Service;
limitation of liability - without prejudice to the above provision and to the mandatory provisions of law, including provisions for the protection of Consumers, in any case the maximum overall extent of liability of Mailcoding due to non-fulfilment of contractual obligations or to violation of rights of Customers, including Multicode Customers, and/or Users, shall be limited to the amount of Euro 100 (hundred/00).
6. Obligations, liabilities and indemnification of Customers and Users
6.1. Obligations of Customers and Users. Customers and Users undertake to:
general obligation - use the Website and/or the Service according to applicable national, European Union and international laws, and to all regulations and policies of Public Authorities as well as the Rules and the instructions published on the Website;
conduct and purposes - create Mailcode, activate Subscriptions and use the Service behaving according to the requirements of good faith, fair dealing and diligence, and solely for licit, lawful and reasonable purposes and in any case in line with the purposes pursued by Mailcoding for the provision of the Service;
truthfulness of Data - enter and/or upload, through the Dashboard, truthful Data, attributable to Customers and/or Users, who are legitimate holders of a Subscription or however of a Mailcode, and keep such Data constantly up-to-date;
equipment - avail themselves of appropriate equipment, hardware and software devices (having particular regard to antivirus programs and against malware) and Internet system connection having the necessary requirements to make use of the Service safely, according to applicable best practices and the instructions published on the Website;
Identification Codes - take all due care and the necessary measures to ensure that Identification Codes shall be maintained secret and be properly used, and immediately notify Mailcoding in the event of any alleged abusive use, misuse, and/or disclosure to third parties of the Identification Codes;
use of contents of the Website and of Intangibles - use the contents of the Website and/or intangible assets (as hereinafter defined) solely for purposes strictly related to the use of the Service and however according to the Rules;
Logo - utilize the Logo solely and strictly in accordance with the instructions communicated by Mailcoding in the web page “Utilize the Logo” published on the Website and in particular (i) no later than the expiry of a Subscription, for whatever cause; (ii) in order to publish the Logo on business cards and/or at the foot of e-mail messages, where possible with a direct link to the Website and (iii) having the sole purpose to communicate to third parties that Customers or Users have activated the Service and purchased a Subscription, having consequently the right to utilize a Mailcode according to the Rules.
6.2. Representations of Customers and Users. Customers and Users hereby represent and warrant that:
rights on Data - they own or otherwise dispose of the right to use any intellectual property rights associated with the Data submitted and/or uploaded through the Dashboard and that, by submitting or uploading the Data through the Dashboard, they grant Mailcoding the licence to use such Data within the scope and limits of the Rules and the Service;
rights of Mailcoding - all information, images, distinctive signs, trademarks (registered or not, including, without limitation, the Mailcoding trademark), Logo, patents, software, know-how, inventions, models, databases and compilations of data and/or other creations of the mind or intangibles whatsoever, protected under applicable national, European Union and international laws and conventions on intellectual and industrial property and on unfair competition, which are or may be included or placed by Mailcoding on or through the Website or the Service (hereinafter defined as “Intangibles”) are and remain exclusive property of Mailcoding and/or its licensors, and nothing in the provisions herein contained may be construed as a grant or a deemed or implied grant to the Customer or the User of the license, right or privilege to use said Intangibles, except as expressly provided by the Rules.
6.3. Customers and Users liability. Customers and Users hereby acknowledge to be solely and entirely responsible for:
use of Identification Codes - any and all activities that occur under or in connection with the use of their Identification Codes;
Data entering and/or uploading - for any Data entering and/or uploading made through the Dashboard, as well as for the relevant distribution through the Internet on the Website, according to the Service.
6.4. Indemnification and compensation. Customers and Users are fully responsible for compliance with the Rules and for any breach of any of their obligations as provided by the Rules and agree to hold harmless, indemnify and compensate Mailcoding for any and all direct or indirect damages, injuries and prejudicial consequences, including those caused to business image and reputation, relating to or arising from any breach or violation of the Rules, as a result of any claim, demand, action or complaint asserted or made by any person or entity including by third parties or public authorities.
7. Final provisions
7.1. Assignment. This Agreement may not be assigned by Customers to any person, in whole or in part, without the previous written consent of Mailcoding.
7.2. Governing Law and venue. These General Conditions are governed by the Italian Law. In the event of Traders, all disputes arising out of the interpretation, performance, and/or otherwise related to these General Conditions and/or the Agreement shall be submitted to the exclusive jurisdiction of the Court of Modena (Italy).
7.3. Invitation. Before enforcing their rights provided for by applicable laws and set forth in the General Conditions, Customers (either Traders and Consumers) are invited by Mailcoding to previously send an e-mail to the following e-mail address, by committing themselves to try to find an amicable and mutually acceptable solution of the dispute: email@example.com
Special Section for Customers qualified as Consumers
8. Governing law and rights of Consumers
8.1. Governing law. Where the Agreement is entered into by a Customer qualified as Consumer which is a U.E. resident, the Agreement and the General Conditions are governed by the laws of the country of its residence. In all other cases, the Agreement and the General Conditions are governed by the Italian law as well as by the mandatory provisions of the laws of the country where the Consumer is resident.
8.2. Exclusion of the right of withdrawal. Due to the digital nature of the Service, the availability of Subscriptions offered free of charge and the fact that Consumers on the conclusion of the Agreement are given a Mailcode that uniquely identifies them and that as a consequence will never be used by other persons (except for the elapsing of the twelve-months Period of Inactivity), it is hereby agreed and understood that Customers qualified as Consumers are not entitled to any right of withdrawal.
9. Settlement of disputes
9.1. ODR platform for Customers qualified as Consumers resident in the European Union. Only as regards Subscriptions purchased through the Website, Customers qualified as Consumers, resident in the European Union, may resolve disputes with Mailcoding out-of-court, by using the European ODR platform, as provided by the Regulation (EU) n. 524/2013. In the above specified cases, Customers qualified as Consumers may submit a complaint by filling in the electronic complaint form, made available in all E.U. official languages on the ODR platform, accessible through the following website: https://webgate.ec.europa.eu/odr/main/?event=main.show&lng=IT.
9.2. Venue. Any dispute between the Customer qualified as Consumer and Mailcoding arising out or in connection with the interpretation, and/or performance of the General Conditions and/or the Agreement shall be exclusively settled by the competent court for the domicile of the Customer qualified as Consumer. Notwithstanding the foregoing, the Customer qualified as Consumer shall have the right to bring an action in front of the competent Court of Italian jurisdiction. In any case, the Customer qualified as Consumer and Mailcoding, before involving said judicial authority as identified above, shall have the right to avail themselves of the mediation service offered by the Chamber of Commerce of Modena (Italy) or by any other entity, duly authorized by law, to which the Consumer has decided to submit the dispute.