These Terms of Service govern the relationship between ALIANTE S.R.L., with registered office in via XXVII Luglio, 4, 98123 Messina (Italy), VAT No. 01334230834, certified e-mail (PEC) address aliante.srl@arubapec.it (hereinafter the "Company" or "Software Provider"), and the party registering on the platform as a moving/transport company (hereinafter the "Customer"), jointly the "Parties".
The Company grants the Customer a temporary, non-exclusive, non-transferable and revocable license to use the management software accessible via web application, mobile application or other technological infrastructure made available by the Company (hereinafter the "Management Software" or the "Platform").
The Management Software is intended for the operational and organizational management of transport, logistics and goods-handling activities, including, by way of example:
order management;
route planning;
site-inspection management;
driver management;
shipment monitoring;
vehicle geolocation;
document management;
invoicing;
reporting;
operational communications;
customer management;
data archiving;
tracking and analytics functionalities.
This Agreement governs solely the use of the Management Software and does not confer on the Company any role in the performance of the transport/moving services carried out by the Customer.
02Nature of the Relationship
The Company provides solely a technological and IT service. No relationship of agency, mandate, brokerage, franchising, association, joint venture or employment shall be deemed established between the Parties. The Customer operates in full entrepreneurial, organizational and economic autonomy.
03Account and Registration
By registering for the service, the user declares to have read, understood and fully accepted these Terms. The user undertakes to provide truthful information during registration and to keep their access credentials confidential. The Provider is not responsible for unauthorized access resulting from the user's failure to safeguard their credentials.
04License to Use
The license granted is personal, non-exclusive, non-transferable, non-sublicensable and limited to the term of the Agreement. The Customer may use the Management Software solely for purposes connected with its own business activity.
The use of the Management Software is prohibited:
for unlawful purposes;
to develop competing software;
in violation of applicable law.
05Intellectual Property of the Management Software
The Platform, the Management Software, the software, the source code and object code, the APIs, the algorithms, the databases, the IT infrastructures, the graphical interfaces, the layouts, the functionalities, the processing systems, the operating processes, the technological architectures, the know-how, the content, the technical documentation and any other technical or functional element of the Management Software are and shall remain the exclusive property of the Company and/or its licensors.
All industrial and intellectual property rights relating to the Management Software are reserved to the Company, including copyright, trademarks, patents, databases, trade secrets, designs, models, software, artificial intelligence systems, cloud infrastructures, tracking and geolocation systems, and the operational and commercial logic of the Management Software.
This Agreement does not entail any transfer of ownership of, or any right to, the software or the Platform, but solely the grant of a license to use that is limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable.
The Customer is expressly prohibited from, directly or indirectly, including through third parties:
copying, duplicating or reproducing the Management Software;
modifying, adapting or creating derivative works;
decompiling, disassembling or attempting to derive the source code;
circumventing security systems or technical limitations;
using automated data-extraction software, except for data relating to its own customers and/or the collaborating company;
developing competing products or services based on the Management Software;
granting third parties unauthorized access to the Platform;
reselling, distributing or economically exploiting the Management Software;
improperly acquiring or using data, algorithms or operational logic of the software.
All improvements, updates, customizations, developments or modifications to the Management Software, even if made on the basis of suggestions from the Customer, shall remain the exclusive property of the Company. Any feedback, suggestion or proposal made by the Customer may be freely used by the Company without any obligation of compensation.
The Company retains full ownership of anonymized statistics, analyses, reporting, predictive models and algorithmic processing generated through the use of the Management Software, provided this is carried out in compliance with applicable personal data protection law.
Any breach of this Article constitutes a material breach of contract and entitles the Company to immediately suspend access to the Management Software, to immediately terminate the Agreement, and to claim compensation for all damages suffered, including indirect damages, loss of profit and reputational damage.
06Fees
The Customer shall pay the Company the fees set out in the commercial plan signed by the Customer. The Company may provide for monthly fees, annual fees, costs for additional users, premium services, advanced features and activation costs.
In the event of late payment, the Company may suspend the service, limit functionalities, or terminate the Agreement.
07Processing of Personal Data, Geolocation and IT Security
The Parties undertake to process all personal data acquired or processed in connection with the use of the Management Software in compliance with applicable personal data protection law, including the General Data Protection Regulation, Legislative Decree 196/2003 as amended, and any other applicable national and European legislation. The Customer remains the data controller for the data entered into the Management Software relating to its own customers, employees, contractors, drivers, suppliers and business contacts.
7.1 Processing of Special Categories of Data
The Customer undertakes not to use the Management Software to process special categories of personal data within the meaning of Art. 9 GDPR, unless strictly necessary for lawful purposes connected with its business activity and subject to the adoption of the measures required by applicable law. In particular, the Customer undertakes not to process, through the Management Software: health data; biometric data; genetic data; data concerning racial or ethnic origin; religious or philosophical beliefs; sexual orientation; trade union membership; judicial data; data of minors in the absence of an appropriate legal basis. The Customer remains solely responsible for the lawfulness, correctness and transparency of the processing carried out through the Management Software.
7.2 Geolocation and Operational Monitoring
The Management Software may use GPS geolocation systems, vehicle tracking, position detection, route monitoring, recording of operational movements, telemetry and logistics analysis. The Customer expressly authorizes the Company to process data relating to: the geographic position of vehicles; operational movements; routes travelled; travel times; the devices used to access the Management Software; logistics tracking data. Such data may be used solely for the operation of the Management Software, shipment monitoring, route optimization, analysis of operational performance, statistical purposes, maintenance and improvement of the software, fraud prevention, IT security, technical support, processing of aggregated and anonymized data, and putting the various customers of the Management Software in contact with each other for the performance of services.
7.3 Limitations and Guarantees Regarding Processing
The Company undertakes to use the data solely for lawful purposes connected with the operation of the Management Software, to restrict access to the data to authorized persons only, to adopt technical and organizational measures adequate to protect the data, not to sell or transfer to third parties identifiable personal data without an appropriate legal basis, and to process the data in accordance with the principles of minimization, necessity and proportionality. The Company may use aggregated, anonymized or pseudonymized data for statistical analysis, algorithmic development, improvement of services, machine learning, business intelligence and development of new functionalities.
7.4 IT Security
The Company adopts technical, logical and organizational measures reasonably adequate to protect personal data, geolocation data, access credentials, business information, documentation uploaded to the Management Software, and logistics and operational data, against unauthorized access, loss or destruction of data, unauthorized disclosure, alteration, malware, cyberattacks and unlawful uses. The Customer undertakes to keep access credentials secure, to use secure devices and networks, to adopt adequate internal IT security measures, and to restrict access to the Management Software to authorized personnel or collaborating companies.
7.5 Data Breach and Security Incidents
The Customer must promptly notify the Company of any data breach, unauthorized access, loss of credentials, unlawful use, security anomaly or suspected cyberattack of which it becomes aware in relation to the Management Software or the data processed through it. The Company may adopt urgent security measures, including the temporary suspension of access, in order to protect the Management Software and the data processed.
7.6 Limitation of Liability
The Company does not guarantee that the Management Software is free from IT vulnerabilities, unauthorized access, malware, cyberattacks, network interruptions or events of technological force majeure. Except in cases of wilful misconduct or gross negligence, the Company shall not be liable for indirect losses, loss of data attributable to the Customer, improper use of the Management Software, damage arising from the Customer's devices or infrastructure, or interruptions caused by third-party providers or telecommunications networks.
7.7 Indemnification
The Customer undertakes to indemnify and hold the Company harmless from any claim, penalty, claim for damages, administrative or judicial proceeding, damage, cost or loss arising from data processing carried out by the Customer in violation of applicable law or of this Agreement.
7.8 Survival
The provisions of this Article shall remain effective even after termination of the Agreement, for the entire period necessary to fulfil legal obligations and to protect the Company's rights.
08Data Protection
The Parties undertake to comply with applicable personal data protection law, pursuant to the General Data Protection Regulation. The Customer remains the data controller for the data entered into the Management Software. The Company shall act as technology provider and, where necessary, as data processor within the meaning of Art. 28 GDPR.
The Customer declares that it has reviewed the privacy notice provided by the Company pursuant to Regulation (EU) 2016/679 ("GDPR") and that it fully accepts its content.
The Customer guarantees that it has an appropriate legal basis for the processing and entry into the Management Software of any personal data relating to employees, contractors, drivers, customers, suppliers or third parties.
The Customer shall indemnify and hold the Company harmless from any claim, penalty, damage or demand arising from personal data processing carried out by the Customer in violation of applicable law.
09Limitation of Liability
The Company shall not be liable for any of the services provided by the Customer (by way of example: transport, assembly, disassembly, storage services, etc.), delays, damage to goods, non-performance towards end customers, indirect economic losses, interruptions due to external causes, or improper use of the Management Software. Cases of wilful misconduct or gross negligence remain excluded.
10Service Availability
The Company does not guarantee the continuous and uninterrupted operation of the Management Software. The Company may carry out updates, maintenance, technical modifications and functional developments, even with temporary suspension of the service which may not exceed 5 working days.
11Authorization to Use the Customer's Name, Trademark and Materials
The Customer expressly authorizes the Company, free of charge, on a non-exclusive, transferable and sublicensable basis, for the entire term of this Agreement, to use, reproduce, publish, disseminate and communicate to the public: the Customer's company name; its trade name; its trademarks, logos and distinctive signs; corporate images; photographs of vehicles; reviews, feedback and ratings; content describing the Customer's business; any promotional materials provided by the Customer; for the purposes of publication on the Platform, commercial purposes, advertising purposes, promotional purposes, online and offline marketing, indexing on search engines, presenting the companies using the Management Software, the Company's institutional communications, and use on websites, social networks, newsletters, sponsored campaigns, brochures, business presentations and any other communication channel used by the Company.
The Customer also authorizes the Company to use the Customer's name and trademark as a commercial reference, and to publish rankings, badges, reviews and scores assigned through the Management Software. No fee, royalty or compensation shall be due to the Customer for the uses set out in this Article.
Upon termination of the Agreement, the Company may keep online historical content, reviews, archives, commercial references, and materials already incorporated into advertising campaigns or promotional content, unless the Customer submits a reasoned written request and subject to mandatory legal obligations.
12Confidentiality
The Parties undertake to keep confidential technical, commercial, economic and operational information and company data learned during the course of the contractual relationship. The confidentiality obligations shall survive for 5 years from termination of the Agreement.
13Term and Withdrawal
The Agreement has a maximum term of 12 months, or such term as provided by the plan chosen by the Customer, with automatic renewal for an equal period, unless terminated. Either Party may withdraw upon 30 days' written notice.
The Company may immediately terminate the Agreement in the event of breach of contract, unlawful use of the Management Software, non-payment, or infringement of intellectual property rights.
14Governing Law and Jurisdiction
This Agreement is governed by Italian law. The Court of Messina (Italy) shall have exclusive jurisdiction over any dispute, save for any mandatory statutory provision (e.g. consumer forum, if applicable).
15Final Clauses
This Agreement constitutes the entire agreement between the Parties. Any amendments must be made in writing. The invalidity of any clause shall not affect the validity of the remainder of the Agreement.
16Specific Approval of Clauses
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has carefully read and specifically approves the following clauses of this Agreement:
Art. 4 (Limitations of the License to Use);
Art. 5 (Intellectual Property of the Management Software and prohibited uses);
Art. 6 (Fees, suspension of service and termination);
Art. 7 (Processing of Personal Data, geolocation, IT security, limitation of liability and indemnification);
Art. 8 (Data Protection and the Company's role as data processor, where applicable);
Art. 9 (Limitation of Liability);
Art. 10 (Service Availability and technical suspensions);
Art. 11 (Authorization to use the Customer's name, trademark, reviews and materials);
Art. 12 (Confidentiality);
Art. 13 (Term, automatic renewal, withdrawal and termination);
Art. 14 (Governing law and exclusive jurisdiction).
17Contacts
For any question relating to these Terms:- PEC: aliante.srl@arubapec.it