Terms and Conditions

Preamble and Definitions

A) These Terms and Conditions of Use (hereinafter, for brevity, the “Conditions” or the “Contract”) govern the provision of the services supplied by LEGGIMENU S.r.l., with registered office at 00135 Rome (RM), Via Contigliano no. 16, Tax Code/VAT No. 17002501009, e-mail for communications [email protected] (hereinafter, for brevity, the “Provider” or “leggimenu”).

B) Save as otherwise provided in these Conditions and in addition to the other definitions contained elsewhere herein, the terms used with a capital letter shall have the meaning set out below:

“Account” means the set of identifying Data of a Business User that allows it to access the Reserved Area and the Services available therein.

“Reserved Area” means the IT environment made available by the Provider for a specific Business User, allowing the latter to access certain Services (e.g. the Menu Generation Service).

“Subscription Fee” means the consideration that the Business User must pay to purchase one and/or more Extensions for a given period of time and/or to be able to use the Services reserved to the Premium Business User.

“Recovery Code” means an alphanumeric code available within the User’s own Reserved Area, to be used in the event that the Business User does not have the Authentication Credentials.

“Third-Party Components” means all software components such as, by way of example only and without limitation, libraries, functions, classes, objects, frameworks, software, interface elements and/or interfaces, themes, etc., which are released to the public on the basis of free licenses and/or proprietary licenses.

“Activation Confirmation” means the document, sent by e-mail and/or by means of an alert pop-up and/or by other IT tools, by which leggimenu informs the Business User of the successful completion of the Registration procedure.

“Content” means any and all music, sound element, photograph, image, video, message, or other material, including Data, uploaded by the Business User during the use of the Services (e.g. when generating a Digital Menu).

“Bill” means a set of products and/or services selected by the Consumer User from those available in a Digital Menu.

“Fees for the PSP Connection Service” means a fixed fee of EUR 0.25 per transaction and a variable fee of 0.45% on the amount of the transaction.

“Authentication Credentials” means the username and password through which the Business User is enabled to access the Services offered by leggimenu through the Reserved Area.

“Data” means any and all information, including information relating to an identified or identifiable natural person, such as, by way of example only and without any claim to completeness, first name, surname, e-mail address, telephone number, address.

“Rights” means any and all rights arising from a patent, trademark, utility model, design, copyright or other industrial and/or intellectual property right, including the right to one’s own name, personal image and privacy of one’s personal data, honor, reputation, decorum, as well as commercial reputation.

“Rights to the leggimenu Software” means all Rights relating to the leggimenu Software, expressly including the exclusive rights provided for by Law no. 633 of 22 April 1941, as subsequently amended and supplemented, and in particular by Articles 64-bis et seq. of the same law. By way of example only and therefore without any claim to completeness, the Rights to the leggimenu Software include, in any case, the exclusive right of reproduction, performance, uploading, processing, adaptation, translation, distribution, communication to the public, and distribution of processed and/or modified and/or adapted versions of the leggimenu Software.

“Deletion” means the complete and irreversible erasure of the Account and of the Data associated with it, requested by the Business User pursuant to Article 17 of Regulation (EU) 2016/679 (right to erasure), which may also be carried out by means of the documentary procedure referred to in Article 9-bis.

“Extensions” means the specific features and/or benefits further described in the relevant section of the Site (https://www.leggimenu.it/estensioni/) which allow the Business User to extend the functionality of the Menu Generation Service.

“Simple Electronic Signature (SES)” means the method of electronically signing the form referred to in Article 9-bis, pursuant to Article 25 of Regulation (EU) 910/2014 (eIDAS) and Article 20, paragraph 1-bis, of Legislative Decree 82/2005 (CAD).

“Confidential Information” means all documents, information, know-how and/or materials of a confidential nature and/or classified as reserved and/or confidential relating to the Provider, of which the Business User has become aware for any reason connected with the performance of this Contract, such as, by way of example only and therefore without any claim to completeness, all performance, features, configurations, development plans, security reports. Information disclosed by the Business User with the Provider’s prior written authorization, or in compliance with a provision of law or regulation or an order issued by a competent Authority, shall not, however, be considered confidential.

“Digital Menu” means the menu that the Business User may generate and make available for consultation by Consumer Users on the Public Page, whose url will be incorporated into a dedicated QR-CODE.

“Public Page” means the section of the Site that will contain the information relating to the Business User and its activity and, if generated, the Digital Menu. The Public Page will be freely accessible to internet users.

“Parties” means the Provider, on the one hand, and the User, on the other.

“Reference Period” has the meaning set out in Article 3-bis.1.

“Payment Service Provider” means the third party (Stripe Inc.) that makes available to the Business User the IT infrastructure necessary for the execution of electronic payments by Consumer Users.

“Registration” means the IT procedure through which the Business User is enabled to use the Services offered by the Provider through the Site by creating an Account. For the successful completion of the Registration, the Business User will be invited to provide certain Data.

“Reclaim” means the procedure, available through the documentary form referred to in Article 9-bis, by which a Business User who no longer has access to its Account requests its transfer to a new e-mail address available to it.

“Services” means all the features that leggimenu offers to Users and include, among others, the following:

• “Support Service”, means the Service that allows the User to request assistance from the Provider on the use of the Services, through one and/or more channels, as shown from time to time on the Site;
• “Digital Menu Consultation Service”, means the free Service that allows the Consumer User to consult a Digital Menu;
• “Public Page Creation Service”, means the automatic creation, upon completion of the Registration, of a Public Page relating to the Business User;
• “Menu Generation Service”, means the Service that allows the Business User to generate a Digital Menu that will be published on the Public Page (possibly on a Subdomain, if the Business User has the relevant Service active) whose address will be incorporated into a QR-CODE that can be consulted by Consumer Users;
• “PSP Connection Service” means the Service that allows – through the Payment Service Provider – the Business User: (a) to register an account with the Payment Service Provider to receive payments from a Consumer User (“PSP Account”); (b) to connect its PSP Account to its Account active on the Site; (c) to allow the Consumer User to pay for one and/or more Bills through the services of the Payment Service Provider. By way of example only, through the PSP Connection Service, the Business User may receive – through the Payment Service Provider – a payment for a Bill.
• “Order Service”, means the free Service that allows the Consumer User to place an order:
  • for one and/or more products available in a Digital Menu, for takeaway;
  • for one and/or more products available in a Digital Menu, for on-site consumption;
  • for one and/or more products available in a Digital Menu, for home delivery.
    
    It is specified that: (i) where the Business User is a Premium Business User, the Consumer User may pay for the products directly to leggimenu through the Site; (ii) where the Business User is not a Premium Business User, the Consumer User may pay for the products only to the Business User.
• “Booking Service” means the Service that allows the Consumer User to book a table at the premises of the Premium Business User.

“Site” means the version of the leggimenu Software developed for the web and accessible through the website https://www.leggimenu.it/.

“leggimenu Software” means the set of instructions, classes, code, libraries, objects, functions, schemas, style sheets, icons, functional and/or graphic interfaces underlying the Services and, therefore, means, as a whole, the computer program underlying the Services, including the functional and graphic interfaces, of the exclusive ownership of the Provider and over which the Provider holds all the rights set out in Articles 64-bis et seq. of Law no. 633 of 22 April 1941, as subsequently amended, save for the rights of third parties over the Third-Party Components.

“Subdomain” means a third-level domain that will be associated with the Reserved Area of a specific Premium Business User.

“User” means the person, whether a natural or legal person, who wishes to use the Services offered by the Provider through the Site. Users are divided into Business Users and Consumer Users.

“Business User” means that particular category of User who, upon completion of the Registration Procedure, is enabled to use the Services offered by the Provider.

“Premium Business User” means that particular category of User who, upon payment of one and/or more Subscription Fees, may use specific advanced Services (such as, for example, the Table Booking Service).

“Consumer User” means that particular category of User who intends to access the products offered by Business Users and may access the Services, to the extent that they have been activated by the Business Users (e.g. if the Business User has not enabled any advanced feature, the Consumer User may only access the Digital Menu Consultation Service of that specific Business User; in the case of Premium Business Users, the Consumer User may access the Services activated by that specific Premium Business User).

“Identity Verification” means the procedure consisting in sending a unique link to the e-mail address indicated by the Business User during the Registration Procedure. In order to definitively enable its Account, the Business User must click on the aforementioned link.

C) The User is expressly informed and acknowledges and agrees that, regardless of the manner in which the Order Service and the Booking Service are used, the contractual relationship concerning the products is always established between the Business User and the Consumer User. Therefore, leggimenu is and remains extraneous to the performance of the said contractual relationship, which takes place outside its sphere of control.

1. Preamble and Definitions

1.1 The Preamble and the Definitions form an integral and essential part of these Conditions.

1.2 The Definitions set out in these Conditions have the same meaning (save for the number) whether used in the plural or vice versa.

2. Amendments to the Terms and Conditions

2.1 leggimenu reserves the right to update and/or amend these Conditions at any time, at its discretion and, in any event, where updates and amendments are necessary in order to respond to legislative or regulatory changes affecting the provision of the Services or in order to introduce further security measures relating to the Services themselves.

2.2 leggimenu also expressly undertakes to make the updated version of the Conditions available on the Site. The updates and amendments referred to in Article 2.1 will be communicated to the Business User by e-mail or equivalent means.

2.3 It is expressly understood that the amendments and/or updates will have retroactive effect only where such retroactive effect is required by legislative measures and/or by administrative, governmental or judicial bodies or authorities. In all other cases, the updates and amendments shall be deemed tacitly accepted by the Business User unless the latter sends a written communication to the Provider – in accordance with the methods to be indicated by the latter and in any event within the following 15 days – containing the Business User’s declaration of its intention not to accept the updates and amendments in question and to withdraw from the contractual relationship in place between the Parties.

3. Conditions of Use of the Services. Subject Matter of the Contract. Payments

3.1 leggimenu provides Users with the Services further described in the Definitions. The Business User is informed that in order to use certain Services it will be necessary to pay the relevant Subscription Fee and/or the relevant Subscription Fees.

3.2 In order to use the Services, the User is required to access the Internet, equipping itself with all those tools that allow access, and is therefore required to bear – exclusively – all the fees and/or costs associated with such access, including those relating to the Internet connection.

3.3 In particular, for the purposes of using the Services, the Business User undertakes to:

1. create its own Account on the Site by entering the Data requested by leggimenu, as part of the Registration procedure, ensuring that it is updated, complete and truthful, also in consideration of the fact that the aforementioned Data will be visible within the Public Page;
2. promptly and constantly update its Data so that it is always current, complete and truthful;
3. pay the Subscription Fees should it intend to purchase one and/or more Extensions and/or intend to use specific Services.

3.4 leggimenu, although not required by law to perform any control obligation and/or duty, reserves the right to verify and periodically check the accuracy of the Business User’s Data, with express authorization to rectify the Business User’s billing Data, where possible (e.g. where it is possible to obtain updated billing Data from publicly accessible sources) and, in the event of proven irregularities and/or inaccuracies, also reserves the right to withdraw from this Contract without notice and, consequently, to disable the access of the said Business User to the Site.

3.5 The Provider and the Business User, with regard to the commencement of the effects of the Contract, acknowledge and agree that the provision by leggimenu of the Services to the Business User is subject to the completion of the Registration procedure. Consequently, the contractual relationship will begin upon receipt by the User of the Activation Confirmation. The Provider and the Consumer User, with regard to the commencement of the effects of the Contract, acknowledge and agree that these provisions will take effect from the use of the Services made available by the Provider through the Site. It is, however, understood between the Parties that, until the successful outcome of the Identity Verification, some features may be available only temporarily or unavailable.

3.6 It is expressly understood between leggimenu and the Business User that:

1. in all cases in which the latter decides to pay the Subscription Fee, payment must be made in compliance with the conditions, including timing, agreed with leggimenu;
2. in the event of delay in the payment of each individual Subscription Fee, the provisions of the following Article 10 and, in the most serious cases, of Article 11 shall apply.

3.7 The Consumer User is expressly informed and acknowledges and agrees that:

1. following the consultation of a Digital Menu activated by a specific Business User, the available actions will depend on the specific Services activated by the latter;
2. certain Personal Data of the Consumer User may be disclosed to the Business User where required by the nature of the Services requested by the Consumer User itself (e.g. where the Booking Service is requested, the personal Data of the Consumer User will be disclosed to the Business User to enable the latter to register the booking made);

3.8 The Business User acknowledges and agrees that, once the Registration phase has been completed, a Public Page will be automatically generated and activated – regardless of the use of the Menu Generation Service – with the Data entered by the Business User itself during Registration.

3-bis

3-bis.1 The Business User acknowledges and agrees that, should it have purchased, through the methods made available by leggimenu, one or more Services subject to payment of a Subscription Fee, the following supplementary conditions shall apply:

1. the Services will be usable for a given predetermined period (monthly, annual, etc., on the basis of the preferences expressed by the Business User) (the “Reference Period”);
2. the Subscription Fee paid by the Business User will be associated with the use of the selected Services for a Reference Period;
3. should the Business User fail to cancel the subscription by means of the automatic tools available in its Account, the Services will be automatically renewed for a further Reference Period and leggimenu will be expressly authorized to charge the amount of the relevant Subscription Fee to the payment instrument indicated by the Business User at the time of purchase (e.g. credit card).

3-bis.2 In relation to the PSP Connection Service, the Business User acknowledges and agrees that:

(i) the payment services are offered by the Payment Service Provider and are outside leggimenu’s sphere of control; (ii) the payment services are subject to the fees provided for by the Payment Service Provider; (iii) the PSP Connection Service is subject to the application of the Fees for the PSP Connection Service; (iv) by using the PSP Connection Service, the Business User declares that it has carefully consulted the terms and conditions on the website of the Payment Service Provider in order to be aware of the fees applied for the use of the relevant services; (v) the Payment Service Provider will automatically apply its commission to each payment made by a Consumer User and will also withhold the Fees for the use of the PSP Connection Service; (vi) the amounts received by the Business User in its bank account will therefore be “net” of the fees applied by the Payment Service Provider and of the Fees for the use of the PSP Connection Service,

indicated below:

• a fixed amount of EUR 0.25 (zero/25) for each payment made by a Consumer User;
• a further amount equal to 0.45% of the value of each payment made by a Consumer User.

3-bis.3 leggimenu reserves the right, but not the obligation, to send communications to Users in the following cases: (a) notifications concerning activities and/or operations carried out on the Account; (b) scheduled and extraordinary maintenance activities; (c) security matters; (d) release of new features.

3-bis.4 the price of the Subscription Fee may be updated annually, starting from 1 January, in application of the consumer price index (ISTAT). The price may also be modified should improvements, quality increases or expansions of the Services’ features be introduced. The Business User will be duly informed of any price revision and will retain the right to withdraw from the Contract should it not intend to accept the new economic conditions.

4. Obligations of the Business User

4.1 The Business User undertakes to keep the Authentication Credentials with diligence, as they constitute confidential data for which the Business User is solely and exclusively responsible, also as regards the activities carried out through their use.

4.2 The Business User therefore undertakes to:

1. carry out the automatic procedure available on the Site to restore the Authentication Credentials;
2. send leggimenu a suitable written communication in any case in which the Business User has reasonable evidence that unauthorized third parties have come into possession of and/or are improperly using the Authentication Credentials.
3. Use the automatic procedure available on the Site in the event that it no longer has the Authentication Credentials. Said automatic procedure necessarily requires the use of the Recovery Code. Should the Business User not have the Recovery Code, it may nonetheless request the restoration of access to its Account by means of the documentary Reclaim procedure made available by leggimenu in the login area, based on the verification of the applicant’s identity and of the ownership of the business and subject to the assessment of an operator. It is understood that, should the requirements for granting the request not be met, the Business User will not be able to obtain the restoration of the Account, with the exclusion of any and all liability on the part of leggimenu.

4.3 The Business User is expressly prohibited from transferring, on any basis, to third parties, the Authentication Credentials or otherwise allowing, in any way, third parties to access the Site, assuming, exclusively, any and all consequent liability.

4.4 It is understood that leggimenu may not, in any way, be held liable for any harmful or prejudicial consequences arising from:

1. the incorrect use, loss, theft and/or compromise of the confidentiality of the Authentication Credentials;
2. the failure by the Business User to send the communication provided for under Article 4.2, letter (b).
3. the breach of the obligations set out in the preceding Article 4.3;
4. unauthorized interactions with other Users;
5. withdrawal from this Contract carried out by third parties and not by the Business User (e.g. through unauthorized access to the Site);
6. unauthorized modifications and/or updates of the Data.

4.5 The Business User also expressly undertakes to:

1. publish Content (e.g. photos), as part of the Menu Generation Service (e.g. photos of products and/or of the location) in respect of which it holds the intellectual property and/or usage rights and is able to prove, upon simple request by leggimenu, such availability;
2. behave fairly and in good faith in interactions with other Users;
3. process the personal data of third parties (including the personal data of other Users) in compliance with the applicable privacy legislation.

4.6 The User, without prejudice to the foregoing, undertakes to access the Site and/or use the Services in full compliance with the laws in force and, in any event, undertakes not to use them for any purpose contrary to those permitted by the Provider, including, by way of example and without limitation:

1. the uploading, publication and transmission and/or dissemination, in any manner or form, of unlawful, illegal or prohibited Content, or of Content associated with any type of unlawful, illegal or prohibited Content, as well as messages and/or materials that use obscene, blasphemous, pornographic, racist or, in any case, defamatory language towards other Users and/or persons, whether natural or legal, as well as Content of which it is not the legitimate owner or in respect of which it has not obtained the required authorizations;
2. the violation of any Right of third parties, including rights to image, name, decorum, honor and reputation, including commercial reputation;
3. the dissemination or disclosure of Content, or Content associated with any type of Content and/or material intended for the commission of unlawful activities, including, by way of example only and without limitation, incitement to violence and/or to the commission of offenses of any nature;
4. the transmission of viruses and/or other IT tools that may compromise the integrity and/or security of IT equipment (so-called malware, trojan horses, etc.);
5. the reporting and dissemination of links to websites where one of the prohibited activities indicated above is carried out;
6. behavior that is in any way improper in any interactions with other Users;
7. the carrying out of activities in any case attributable to spamming and/or any type of unwanted interaction with other Users. In particular, the Business User expressly undertakes not to send commercial communications to Consumer Users, unless the latter have given their prior consent to receiving commercial communications from the Business User when using one and/or more specific Services (e.g. when using the Booking Service).

4.7 The Business User, without prejudice to any mandatory rights granted by the applicable legislation on the protection of personal data, grants leggimenu a free, perpetual and non-exclusive license to use on the Site, on its own pages, groups and social profiles, as well as in leggimenu’s promotional and/or advertising campaigns on newspapers, television, radio, internet and/or any other offline and/or online communication channel, having as their object and/or purpose the promotion of leggimenu, the Services and/or new services and/or products, the following Data: a) Business User who is a natural person: first name, surname, reviews/feedback relating to leggimenu and/or the Services; b) Business User who is a legal person: company name, trademark.

4.8 The Business User may transfer the Account to third parties exclusively by following the automatic procedure available in the Account, consisting in the entry of a new e-mail address. leggimenu will then carry out a new Identity Verification and will give the holder of the new e-mail address the possibility to confirm and/or modify the Data entered in the Account. Once said procedure has been completed, the transferring party will no longer have any title, right, claim and/or interest in the Account in question and declares that it has nothing to claim against leggimenu for any and all rights, claims and/or interests attributable directly and/or indirectly to the transferred Account and/or to the relationships between the transferring party and the third-party transferee.

4.9 It is expressly understood that the Account of a Business User and/or the QR Code are deemed to relate to a single physical location. Consequently, the Business User is expressly prohibited from using the Account and/or the QR Code with reference to additional locations and/or commercial establishments. The Business User is expressly informed that, in the event of multiple locations and/or establishments and/or points of sale, etc., it will be necessary to activate a new Account for each additional physical location and/or commercial establishment and/or point of sale, etc.

4.10 The Business User acknowledges and agrees that, by way of derogation from the preceding Article 4.8, Leggimenu reserves the right to grant access to the third party who proves that it has purchased the business from the same Business User, pursuant to and for the purposes of Article 2558 of the Italian Civil Code, by producing a certified copy of the public deed of business transfer.

5. License of Use

5.1 Subject to compliance with these Conditions, leggimenu grants the User a personal, free (save for the features for which payment of the Subscription Fee is required), non-exclusive and non-transferable license to use the leggimenu Software for the sole purpose of accessing the Services, for the purposes proper to each type of User.

5.2 Without prejudice to the foregoing as specified in Article 5.1, leggimenu reserves all rights not expressly granted under this license. By way of example only and without limitation, therefore, the User may not, whether directly or indirectly: a) distribute, license, sublicense, rent, lease, sell or transfer the leggimenu Software; b) reverse engineer, decompile, disassemble or attempt to discover the source code of the leggimenu Software; c) modify, alter or create derivative works from the leggimenu Software; d) remove, alter or obscure copyright, trademarks or other notices relating to intellectual or industrial property rights on the leggimenu Software; e) use third-party software to modify the leggimenu Software; f) provide, host, facilitate, link to or use private servers, emulators, or other tools that allow the leggimenu Software to be used outside the Site and/or the methods permitted by the Provider; g) extract, including through the use of automated systems (e.g. crawlers), the data underlying the Services (e.g. the data relating to Consumer Users); h) distribute and/or make available to the public the leggimenu Software and/or the relevant data and/or any Confidential Information.

6. Intellectual Property and Confidentiality Obligation

6.1 The User acknowledges that all Rights to the leggimenu Software, together with those relating to the graphic motifs, the interfaces, as well as any distinctive sign, are the exclusive property of leggimenu and expressly undertakes not to reproduce, modify, alter, remove, move, transfer, license or distribute them to third parties.

6.2 The User expressly undertakes, including after the termination or cessation, for any reason, of the effects of this Contract, to keep confidential any Confidential Information concerning leggimenu of which it may become aware during the performance of this Contract.

7. Disclaimer of Warranty and Limitations of Liability

7.1 The leggimenu Software is released without warranty of operation (so-called “as it is”/“as is”), in respect of all possible applications and uses. The User therefore agrees with the Provider and accepts that the leggimenu Software may contain errors (by way of example only, but without limitation: failure to load data; total or partial malfunction (crash), design adaptation issues whereby the resolution of graphic assets is inadequate to provide a “retinalike” user experience, unavailability of the Services due to traffic peaks and/or technical problems of the servers used by the Provider, etc.).

7.2 Without prejudice to the application of any mandatory provisions of law, the Provider does not provide and does not acknowledge any warranty for original or subsequent defects, makes no promise of quality, proper operation or fitness for a particular purpose or result in relation to the leggimenu Software and does not warrant that the Services will meet the User’s needs.

7.3 Consequently, without prejudice to the application of any mandatory provisions of law, any and all right to refund, indemnity and/or compensation for damages, whether direct or indirect, pecuniary and non-pecuniary, potential, current, future, punitive (by way of example only and without limitation: damages for loss of profits, goodwill, use, data), to persons and/or property, connected with or in any way arising from the use of the leggimenu Software and/or from the use of the Services, is excluded.

7.4 As also specified in Preamble C), the Parties acknowledge and agree that any and all relationship, interaction, connection between Users that may arise as a result of the use of the Services (e.g. the provision of a dinner at the premises of a Business User, booked by a Consumer User through the Digital Menu Consultation Service) will take place outside leggimenu’s sphere of control and, therefore, any and all right to refund, indemnity and/or compensation for damages, whether direct or indirect, pecuniary and non-pecuniary, potential, current, future, punitive (by way of example only and without limitation: damages for loss of profits, goodwill, use, data) suffered by a Business User or by a User in relation to any and all relationship, interaction, connection between Users that may arise as a result of the use of the Services, including those arising from the execution and/or the incorrect execution and/or the failure to execute payments through the Payment Service Provider, is excluded from now on (by way of example only, any liability of leggimenu is excluded should a payment made by a User be unsuccessful or should errors occur in relation to the execution of one or more payments).

7.5 In relation to any Content uploaded by the Business User as part of the use of the Services (in particular, the uploading of photographic Content concerning dishes and/or locations), without prejudice to the commitment undertaken by the Business User pursuant to the preceding 4.5 letter a), the Business User is informed that leggimenu does not control the information entered by the Business User itself, acting as a mere hosting provider in relation to such information. In this regard, the Business User is expressly informed that:

1. leggimenu, as an alternative to the uploading of the Business User’s Content, offers the possibility of using stock Content released to the public under licenses that allow its free use;
2. should the Business User nonetheless decide to upload its own Content, leggimenu reiterates the need for the Business User to verify in advance the usability regime of the said Content. In this regard, the Business User is expressly informed that any Content found on search engines such as “Google”, “Bing” and the like is not automatically usable, but it is necessary to verify in advance its origin and the applicable rights regime;
3. leggimenu will not carry out any prior control activity, as it is currently technically impossible to automatically verify the usability regime of the Content uploaded by the Business User;
4. should any third parties send complaints to leggimenu regarding the presence of any Content uploaded without authorization by the Business User, without prejudice to the indemnification regime referred to in the following Article 8, the Business User expressly accepts that leggimenu may temporarily disable access to the disputed Content and the provisions of the following Article 10 and, in the most serious cases, of Article 11 shall apply;

7.6 It is also understood from now on that any and all liability of the Provider is excluded should the ranking on any search engines (e.g. Google, Bing, etc.) of the Public Page and/or of the link to the Digital Menu be higher than that relating to the Business User’s website.

7.7 In relation to the PSP Connection Service, the Business User acknowledges and agrees that leggimenu merely provides the telematic links to allow the Consumer User to pay for one and/or more Bills through the services offered by the Payment Service Provider. Therefore, any and all right to refund, indemnity and/or compensation for damages, whether direct or indirect, pecuniary and non-pecuniary, potential, current, future, punitive (by way of example only and without limitation: damages for loss of profits, goodwill, use, data), to persons and/or property, connected with or in any way arising from the use by the Business User of the PSP Connection Service or by the User who has paid for a Bill through the aforementioned features, is excluded from now on.

8. Indemnification

The User – without prejudice to the Provider’s right to claim compensation for any damages caused to it – declares and warrants that it will hold harmless and indemnify the Provider, as well as the parties connected to or controlled by it, its representatives, employees, as well as any of its partners, from any and all possible harassment, disturbance, claim or legal action, initiated or threatened, by other Users and/or third parties, connected with or in any way arising from the use of the Services, including the possible violation of Rights of third parties, intervening and resisting, where necessary, in any related proceedings.

9. Withdrawal

9.1 The Business User is informed that it may withdraw from this Contract at any time, without penalty, using the Account deactivation procedure available within the Site.

9.1-bis To protect the Business User from cancellations with pending billing, leggimenu will not proceed with the deactivation and/or cancellation of the Account as long as a Subscription Fee is active or a charge attempt for the relevant amount is in progress; in such cases leggimenu informs the Business User thereof and proceeds once the subscription has ceased.

9.2 In the event of withdrawal from this Contract carried out in accordance with the provisions of the preceding Article 9.1, leggimenu undertakes to provide, as soon as possible and, in any event, no later than 30 (thirty) days thereafter, for the definitive deletion of: i) the Business User’s Account; ii) all personal Data associated with the Business User, with the exception of: (a) the Data necessary to fulfill legal, accounting and tax obligations, retained for the period provided for by the applicable legislation; (b) the documentation and metadata possibly collected as part of the documentary Reclaim or Account Deletion procedure, retained for 10 (ten) years from the date of submission of the relevant request, on the basis of leggimenu’s legitimate interest in protection against legal claims (Article 6(1)(f) of Regulation (EU) 2016/679), in line with the ordinary limitation period referred to in Article 2946 of the Italian Civil Code; (c) the backup copies, from which the Data will be removed within the next rotation cycle. It is in any case understood that, without prejudice to any mandatory rights granted by the applicable legislation on the protection of personal data, the license referred to in Article 4.8 will continue to be valid and effective.

9.3 In the event of withdrawal from this Contract carried out in accordance with the provisions of the preceding Article 9.1, leggimenu and the Business User declare and agree that the Business User waives any and all form of refund, indemnity, compensation for damages connected with the Subscription Fees paid.

9.4 leggimenu is informed that it may withdraw from this Contract at any time, without specifying the reasons and without penalty, by giving notice to the Business User by e-mail to the address indicated at the time of Registration. In the event of withdrawal by leggimenu, the provisions of the preceding Article 9.2 shall apply.

9.5 In the event of withdrawal from this Contract carried out in accordance with the provisions of the preceding Article 9.4, leggimenu and the Business User declare and agree that leggimenu will not return to the Business User any part of the Subscription Fee that the latter will not be able to use.

9.6 It is understood that should the withdrawal referred to in the preceding Article 9.1 take place within ten days of the purchase of an Extension or, in any case, within ten days of the payment of a Subscription Fee, leggimenu will refund the consideration for the Extension and/or the amount of the Subscription Fee, net of the fees incurred for the payment services.

9.7 Outside the cases referred to in the preceding articles, it is specified that the Business User will not be entitled to any other refunds and/or indemnities for the purchase of Subscriptions and/or Extensions. Without prejudice to the foregoing, on a wholly exceptional basis, leggimenu – upon receipt of a reasoned request from the Business User – may grant total and/or partial refunds and/or indemnities for purchased Subscriptions and/or Extensions. It is specified that the said assessment will be carried out: (a) at leggimenu’s sole discretion and (b) for a maximum of no. 2 (two) refunds during the entire duration of the Contract. It is also expressly understood that in the event that the request is not granted, the Business User will not be entitled to claim compensation and/or indemnities of any and all nature.

9-bis. Documentary Procedure for Account Reclaim and Deletion

9-bis.1 A Business User who has lost access to its Account and is unable to recover it through the automatic channels made available on the Site (password reset, Recovery Code and any verification code sent via SMS) may pursue the documentary procedure made available by leggimenu in the login area, choosing between: (i) the Reclaim, aimed at transferring the Account to a new e-mail address available to the applicant; (ii) the Deletion, aimed at the erasure of the Account pursuant to Article 17 of Regulation (EU) 2016/679.

9-bis.2 For the purposes of granting the request, the Business User is required to provide the documentation suitable to prove its identity (a copy of the identity document) and the ownership of the business to which the Account refers (e.g. an updated company registration certificate), as well as to make the declarations required by the form, including the one relating to awareness of criminal liability for false declarations pursuant to Article 76 of Presidential Decree 445/2000. leggimenu reserves the right to request further documentation and to verify the truthfulness of the declarations made.

9-bis.3 The form is signed by means of a Simple Electronic Signature (SES) pursuant to Article 25 of Regulation (EU) 910/2014 (eIDAS) and Article 20, paragraph 1-bis, of Legislative Decree 82/2005 (CAD); for evidentiary purposes, leggimenu records the device metadata and the time references of the signature, as specified in the Privacy Policy.

9-bis.4 Each request is examined and decided at the discretion of an operator of leggimenu; no decision is taken in a solely automated manner pursuant to Article 22 of Regulation (EU) 2016/679. leggimenu communicates the outcome (acceptance or rejection) to the e-mail address indicated by the applicant. In the event of rejection due to a lack of the requirements, any and all liability on the part of leggimenu is excluded.

9-bis.5 The documentation and metadata collected as part of this procedure are retained for 10 (ten) years from the date of submission of the request, on the basis of leggimenu’s legitimate interest in protection against legal claims (Article 6(1)(f) of Regulation (EU) 2016/679) and in line with the ordinary limitation period referred to in Article 2946 of the Italian Civil Code, as specified in Article 9.2.

9-bis.6 By signing the request, the Business User holds harmless and indemnifies leggimenu from any liability, charge or expense directly and/or indirectly connected with the execution thereof, without prejudice to the provisions of Article 8.

10. Suspension of Use of the Services

10.1 The Provider, including pursuant to Article 1460 of the Italian Civil Code, reserves the right to suspend, in whole or in part, even without notice, with the exclusion of any indemnity, refund and/or compensation, the Business User’s access to the Services in the following cases:

1. there are well-founded reasons to believe that the Services are being used by unauthorized third parties;
2. changes, interventions and/or maintenance to the Site that prove necessary for security reasons or to ensure better functionality of the Site;
3. the Business User is involved, on any basis, in any judicial or even out-of-court dispute of a civil, criminal or administrative nature and in any case where such dispute arises from or is in any way connected with the use of the Services;
4. complaints and/or requests of any kind from the competent authorities;
5. in the event of an alleged breach by the Business User of the obligations provided for in Articles 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 5, 6, 7.4, 7.5.

10.2 In any case of suspension of the Business User’s access to the Site and/or the Application attributable to the latter, the Provider’s right to claim compensation for any damages caused to it is reserved.

10.3 In the cases referred to in Articles 10.1 letters (a), (b), (e), leggimenu will give notice of the immediate suspension of the Services, by e-mail message, to the address indicated by the Business User upon completion of the Registration procedure. The suspension will therefore have immediate effect. However, the Business User will have the right to send its observations in writing to leggimenu by e-mail to the e-mail address indicated on the Site. leggimenu undertakes to provide a written response within the following 30 (thirty) days. In any case, the remedies referred to in the following Article 14 are reserved for the Business User.

10.4 In the cases referred to in Article 10.1 letters c), d), leggimenu will give notice of the suspension of the Services, by e-mail message, to the address indicated by the Business User upon completion of the Registration procedure. The suspension will take effect 30 (thirty) days after the sending of the aforementioned communication. The Business User will have the right to send its observations in writing to leggimenu to the e-mail address indicated on the Site. leggimenu undertakes to provide a written response within the following 30 (thirty) days. In any case, the remedies referred to in the following Article 14 are reserved for the Business User.

11. Express Termination Clause

Without prejudice to the provisions of Articles 9 and 10, in the event of repeated breaches of the obligations referred to in Articles 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.9, 5, 6, 7.4, 7.5 or of a serious breach of the obligations referred to in the cited articles, the Provider may terminate the Contract between the Parties in the manner and with the effects indicated in Article 1456 of the Italian Civil Code.

12. Privacy

The Provider declares that the personal data provided by the User will be processed in compliance with the Privacy Policy available during Registration for the Business User, as well as in a dedicated section of the Site for all Users. In particular, the data and documentation collected as part of the procedure referred to in Article 9-bis are retained for the term of 10 (ten) years indicated in Article 9.2, as specified in the Privacy Policy.

13. Miscellaneous

13.1 This Contract contains in its entirety the agreements reached between the Parties and supersedes and replaces any previous understanding reached on the same subject matter. Any agreement added to or in derogation from the contents hereof must be made in writing by the Parties and signed by the latter.

13.2 The possible invalidity or ineffectiveness, under the Italian legal system, of any of the provisions contained in this Contract will not render null or compromise the validity or effectiveness of the remaining contractual provisions with respect to each of the Parties.

13.3 This Contract does not create any corporate or associative ties between the Parties and does not imply any relationship of representation between them, so that neither Party will have the right to act in the name and on behalf of the other Party.

13.4 The User may not assign this Contract, in whole or in part, nor any of the rights arising from it, without the prior written consent of the Provider. Any assignment that takes place without the prior written consent of the Provider will be null. The Provider reserves the right to transfer and/or assign this Contract, in whole or in part (including individual rights or obligations), on any basis, provided that the User’s rights provided for herein are not prejudiced.

13.5 Any failure by the Provider to exercise the rights and powers arising from these Conditions does not in any way constitute a waiver of them, and must be considered an act of mere tolerance.

13.6 Identifying details of the Provider: LEGGIMENU S.r.l., with registered office at 00135 Rome (RM), Via Contigliano no. 16, Tax Code/VAT No. 17002501009, e-mail for communications [email protected].

14. Applicable Law and Jurisdiction

14.1 Save for any explicit and mandatory provision of law, this contractual relationship is governed by Italian law.

14.2 Users are informed that any dispute relating to the validity, existence, interpretation, application, performance and/or termination of one or more clauses of this Contract, or otherwise in any way arising from it, is subject, within the value limits provided for by the applicable legislation (Decree-Law no. 132 of 12 September 2014, as coordinated with Conversion Law no. 162 of 10 November 2014), to the assisted negotiation procedure, as a condition of admissibility of any legal action (for more information, please consult the text of the law on the website http://www.normattiva.it).

14.3 Users are also informed that for any dispute relating to the validity, existence, interpretation, application, performance and/or termination of one or more clauses of this Contract, or otherwise in any way arising from it, it is possible to optionally resort to the mediation procedures referred to in Legislative Decree 28/2010.

14.4 Pursuant to and for the purposes of Article 14 of Regulation (EU) no. 524/2013, we finally provide the link for access to the EU ODR (Online Dispute Resolution) platform https://webgate.ec.europa.eu/odr/main/?event=main.home.show which may be used exclusively by Users who qualify as consumers, as defined in Legislative Decree no. 206/2005.

14.5 The Parties expressly agree that for any dispute relating to the validity, existence, interpretation, application, performance and/or termination of one or more clauses of this Contract, or otherwise in any way arising from it, where it involves a Business User, the Court of Rome shall have exclusive territorial jurisdiction, whereas, where the dispute involves a Consumer User, the Court of the place where the latter has its residence or domicile shall have jurisdiction.