GENERAL TERMS AND CONDITIONS
This document sets out the general terms and conditions on the basis of which it is offered to Users the use of the website www.smooos.com and platform https://platform.smooos.com/it/ (hereafter “Site”) owned and used by Carrier Italia S.r.L., Via Anagnina, 584 – 00118 Roma Italia VAT: 10231271007 (hereafter also “Provider”) offering email and SMS messaging services also through the use of Alias pursuant to Delibera AGCom 42/13/CIR and its Code of Conduct – available on www.smooos.com
Please read these terms and conditions carefully (hereafter the “Terms”) before using the Site.
The use of the Site implies the acceptance of the Terms by the User.
If the User does not intend to accept the Terms and/ or any other notice, legal notice, information published or recalled therein may not use the site or its services.
The Terms may be changed at any time.
The applicable Conditions are those in force on the date of transmission of the purchase order or request to supply a Product.
Before using the site, the User is required to carefully read the Terms and save or print them for future consultation.
The Provider reserves the right to vary at its discretion, at any time even after the registration of the User, the graphical interface of the Site, the contents and their organization, as well as any other aspect that characterizes the functionality and management of the Site, communicating to the User, where necessary, the relevant instructions.
- Subject matter of the contract
- Conclusion of the contract
- Arrangements for the provision of services
- Provision of the sms service
- High quality services with alias notification
- Email service
- Booking Service and Agenda
- Assistance Services
- User’s Obligations
- Obligations of the User regarding the processing of personal data
- Limitation of the holder’s liability and indemnity
- Compliance monitoring
- Exclusion of warranty
- Links to third party sites
- Invalidity of individual clauses
- Applicable law and place of jurisdiction
- SUBJECT MATTER OF THE CONTRACT.
By signing this agreement, the User requires the Provider to provide digital or instant messaging services, digital platforms and applications for the creation and dissemination of digital content (hereinafter collectively referred to as “Service” or “Services”) such as, but not limited to, the provision of messages (SMS or email), the provision of online platforms or software allowing the handling of mailings, any responses or interactions from the recipients, either manually or automatically. Services are offered upon registration.
By registering you will automatically benefit of the free trial period of the service offered by www.prenotime.it. After the expiration of the trial period, the User will be able to join a paid service or decide not to use the booking management service..
The Services are provided for a fee, except the possibility of sending free messages when and if offered on a promotional basis by the Provider.
The User is aware and accepts that the costs indicated for the purchase of Messages differ by type and gateway of sending, depending on whether the connection used is direct or roaming with the different telephone operators, national and not (guaranteed delivery or best effort), characterized by different transmission speed, possibility or not of customization of the sender, certification of delivery, costs better indicated and specified in the margin of the relative offers of services. Finally, the User declares himself aware and accepts that the costs indicated will always be for traffic conveyed on national numbering, that the rates for the traffic of Messages on foreign numbering are established and defined on the basis of dedicated price lists and that, therefore, they may differ from the rates applied for national services, with explicit and specific indication for individual Foreign Countries.
- PARTS – PROHIBITION OF TRANSFER OF THE CONTRACT
The User, identified with VAT and Username (the “User”), with the subscription of these general conditions for the registration to the Services (the “Contract”) requires registration on the website of the company Carrier Italia s.r.l. for access to the purchase of products and telematic services, (hereinafter collectively referred to as “Service” or “Services”), present on the portal https://platform.smooos.com/it/ .
The contract is concluded between the User and the company Carrier Italia s.r.l., in the person of the legal representative pro-tempore.
The entire regulation of the relations between Carrier Italia s.r.l. and the User will be contained in this Agreement, in the Conditions of Contract of each Service, in the particular conditions of performance, where they exist, that once accepted will be an integral and substantial part of this Agreement.
The User may not assign this Agreement or any rights arising therefrom, to any third party in any way.
Registration on the site is allowed only to Users who do not qualify as consumers.
Please note that pursuant to art. 3, paragraph I, lett. a) of D. lgs. 206/2005 (“Consumer Code”) the quality of consumers are those natural persons who, in relation to the purchase of the Services, act for purposes unrelated to the entrepreneurial, commercial, professional or craft activity carried out.
Natural persons may purchase and/or request supplies only if they have reached the age of eighteen.
After the activation process the User will be assigned and communicated by e-mail a login and a password reserved and aimed at subsequent access to the website.
The Services can be accessed remotely via the web, using different devices, using authentication codes issued during registration. The Services can also be made accessible via API protocols, for integration of existing systems/applications/software/portals.
The Parties expressly recognize the insertion of login and password as a suitable and sufficient tool to identify the User. The Parties themselves therefore agree and accord that all requests, acceptance of the Order and any other operations and activities performed following access to the reserved area of the website are attributable solely to the User, which will be consequently bound by it.
The User is responsible for maintaining their access credentials, which must be used exclusively by the User and cannot be transferred to third parties. The User undertakes to keep them secret and to ensure that no third party has access to them and to inform the Provider immediately if he suspects or becomes aware of any misuse or undue disclosure of the same. The User in order to ensure and increase the security of data in view of a reduction in risk in accordance with Reg. 2016/679 GDPR undertakes to periodically update the password for access to the Services.
Registration on the Site implies acceptance of the Conditions and the Data Protection Policies adopted by the site itself indicated therein.
The User guarantees that the personal information provided during the registration procedure is complete and truthful and undertakes to keep the Provider harmless and free from any damage, indemnification obligation and/or penalty arising from and/or in any way related to the User’s violation of the rules on registration on the Site or on the storage of registration credentials.
The service can also be activated for a trial period, by activation of the account by the User through online registration, without a financial fee being required. In this case, the User undertakes to comply with all the clauses of this agreement and accepts that the account has a temporary duration and can be deactivated at any time by the Provider with time at the discretion of the Provider itself.
It is understood that in no case may the Provider be held responsible in the event of loss, dissemination, theft or unauthorized use by third parties, in any way, of the access credentials of the Users.
The User has been informed and accepts that their data provided during registration are transmitted to prenotime.it; the transmission of such data is necessary for the activation of the free trial period of the services offered by prenotime.it. After the expiration of the trial period, the User will be able to join a paid service or decide not to use the booking management service.
- CONCLUSION OF THE CONTRACT
The Provider reserves the right to change the price of the Services at any time. It is understood that any changes will not affect in any case the contracts already concluded before the amendment.
The sales prices of the Services are inclusive of VAT; any other tax to be paid by the User will be indicated before the purchase confirmation.
The Services are provided only after the payment of the consideration due.
Payment for the Services can be made through the methods indicated on the Site at the time of purchase.
The Site uses third-party payment processing tools and does not, in any way, come into contact with the payment data provided (credit card number, holder name, password, etc.).
If these third-party instruments refuse payment authorization, the Provider will not be able to provide the Services and will not be responsible for any delay or non-delivery.
The payment can be made by bank transfer following the instructions that will be sent by email at the time of the choice of the payment method and that here are summarized:
Beneficiary: Carrier Italia S.r.L.
Reason: indicate order shopping cart n.
In the case of payment by bank transfer for the completion of the same, it will be necessary to wait for the technical time of the actual crediting to the Provider’s current account. Payment by bank transfer is subject to manual checks of the banking transaction and may delay the availability of the Service.
- ARRANGEMENTS FOR THE PROVISION OF SERVICES
The Provider will provide the services to the User, in the manner and within the period indicated on the Site. In the event that it is not possible to provide the services requested within this period, it will be given timely notice by e-mail to the User, with an indication of when it is expected to provide them or the reasons that make the provision impossible.
From the package of SMS and/ or Email purchased by the User will be progressively subtracted the SMS and/ or Email sent, until exhaustion.
Any price increases imposed on the Provider by telephony operators or their own suppliers may be reversed on the User; in the case of prepaid supplies, the number of messages available may therefore be reduced until the compensation of the increase in cost, in such cases, however, the User will be granted the opportunity to withdraw from the contract by formal communication to be sent by Pec or Registered within 15 days. from the change, with the right to reimbursement of any remaining credit.
It is understood between the Parties that the Provider will keep the personal data uploaded by the User on the Platform available to the User, for a period of 60 days for the sms and 180 days for the e-mail, subsequently such data will be anonymized and stored according to GDPR regulations, except for test accounts that can be deactivated at any time.
Any form of technical assistance to the User on programming and/or management issues not directly related to the functionalities offered and indicated in the contract and directly attributable to the Services rendered by the Supplier is expressly excluded.
- PROVISION OF THE SMS SERVICE
Upon specific subscription of one or more Orders related to the service, the Provider undertakes to provide the User with the service of composing and sending sms, phone book management and consultation of the sending statistics through the purchase of SMS packages that the User undertakes to purchase under the conditions agreed in the Orders themselves.
With the Order, the User can purchase three different types of SMS, chosen from the following:
- “High Quality”: SMS sent in connection with telephone operators chosen by the Provider. For this type of SMS there is the control on the status of actual reception. Compared to the other categories of SMS, they have the highest degree of reliability and there is the possibility to customize the sender through an alphanumeric Alias after authorization and registration.
- “2 Way”: SMS sent in connection with telephone operators chosen by the Provider. The recipient has the possibility to reply to the received message. For this type of SMS there is the control on the status of actual reception but there is no possibility of entering an alphanumeric alias. Immediate delivery is also not guaranteed.
- “Low”: SMS sent in connection with telephone operators chosen by the Provider. For this type of SMS there is the control on the status of actual reception but there is no possibility of entering an alphanumeric alias. Immediate delivery is also not guaranteed.
- HIGH QUALITY SERVICES WITH ALIAS NOTIFICATION
For the “High Quality” Service, the User can send the SMS purchased by setting as sender an alphanumeric code composed of 11 characters (Alias). In order to access the “Alias” service, the User must inform the Provider in advance of each Alias he intends to register, as well as provide any additional data to allow him to register the Alias in the data base managed by AGCom (the “Data Base”), taking note from now on that in case of failure or incomplete communication it will not be possible to send the message with the Alias.
In this case, the User undertakes to:
- use Alias according to the current rules on trademarks, not using Alias that it does not own or has no right to use;
- do not use generic aliases, such as “bar”, “restaurant” or similar, which due to their generic nature do not allow the recipient to trace the sender of the message;
- Comply with the Code of Conduct
These conditions do not govern the sale of products and supplies of services by subjects other than the seller that are present on the site by means of links or banner advertising.
- E-MAIL SERVICE
Upon specific subscription of one or more Orders related to the service, the Provider undertakes to provide the User with the service of composing and sending e-mail, managing the address book and consulting the sending statistics through the purchase of packages e-mail that the User himself undertakes to purchase under the conditions agreed in the Orders themselves.
5.4. BOOKING SERVICE AND AGENDA
By registering the User will automatically benefit from the free trial period of the service offered by www.prenotime.it. After the expiration of the trial period, the User will be able to join a paid service or decide not to use the booking management service. Carrier Italia s.r.l. is a reseller of the services offered by www.prenotime.it, therefore there will be no direct relationship between the same and the User, therefore for all the services offered by these, apply the general conditions for the use and use of the service prepared www.prenotime.it, with respect to which Carrier Italia s.r.l. assumes no responsibility.
- ASSISTANCE SERVICE
Carrier Italia will assist the User via email and chat by opening a support ticket at _____________ Monday to Friday from 9:00 to 18:00.
When opening a support ticket, Carrier Italia staff will endeavour to respond within 72 hours, committing to resolve the fault in the shortest possible time, keeping the User constantly updated by email.
The User undertakes to specify in the best possible way the extent of the problem in addition to all the information that are considered useful for the identification or resolution of the problem itself.
- OBLIGATIONS OF THE USER.
The User undertakes to use the Services exclusively for lawful and legal purposes and in such a way as not to harm the Provider or third parts.
Furthermore, the User acknowledges the following:
- In order to access our Services, you may need to provide certain personal information (such as identification, contact details, etc.) as part of the registration process or in connection with your use of the Services. You agree to provide accurate information at all times and to keep it up to date.
- The User is responsible for the confidentiality of the associated login credentials and therefore The User assumes all responsibility for all activities carried out through his account.
- The User may not make access data available to third parties in any form whatsoever, including, without limitation, rental, service center, hosting, sharing or demonstration of the Services to third parties.
- Access (or attempt to access) our Services by any means other than those provided by us is strictly prohibited. You specifically agree that you may not access (or attempt to access) our Services by automated, unethical or non-conventional means.
- The User represents and agree that is responsible for the content and Communications posted, published, disseminated and transmitted on or through the Services and, therefore, the Provider is not held responsible in any way for wrongdoing, criminal, civil and administrative acts committed by the User through the Services, even in the event of loss, theft or theft of Credentials.
- It is strictly prohibited to conduct activities that disturb or interfere with our Services, including the servers and/or networks in which they are located or to which they are connected.
- The User will make every effort possible to collaborate and assist the Provider in identifying and preventing any fraudulent use of the service or use by unauthorized parties.
- The User undertakes to provide in a timely and accurate manner the information reasonably required by the Provider in all matters relating to the Services;
- The User undertakes to provide the Provider with the information requested by a Network Operator and / or a Regulator regarding the use of the Services purchased by the User;
- The User ensures that his systems are subject to security controls, in accordance with industry good practice, to ensure the security and integrity of your access to the Services and Platform.
- If the User becomes aware of a real or potential violation in relation to fraudulent or unauthorized use, or if he is accused by third parties other than the Provider in relation to the use of the Services, he must inform the Provider without delay.
- The User, as data controller pursuant to the GDPR, is solely responsible for his account and the information related to it, and will be solely responsible for any loss or damage suffered by the account, both directly and indirectly, occurred as a result of unauthorised activities on his part, as explained above and which are attributable to civil or criminal liability.
- The User undertakes to comply with the provisions of the Agreement and to refrain from spamming (the recipient receives an unsolicited Communication), phishing (obtain access to personal or confidential financial data, access codes for fraud and/or fraud purposes, by electronic communication), faking (Communication transmitted with false identity with the intent to deceive the recipient – misuse and unauthorized use of a numeric or alphanumeric identification code of which the real owner is unaware), flooding (sending a large number of Communications to the same recipient), mailbombing (sending a large number of emails to the same recipient) or equivalent actions and, in general, any sending of Unauthorized, unsolicited and/or unsolicited Communications from recipients (the “Fraudulent Transactions”) taking the utmost care.
- Actions and activities that include, without limitation, insertion on the Site and/or the Web Space and/or in all other interactive contexts set up by the Provider are strictly prohibited and may cause immediate interruption of the Service, content referring to:
– pedopornographic and/or sexual material of an obscene nature or relating to prostitution;
– material infringing the copyrights and copyrights of third parties, pirated software, music files, images, videos;
– material offensive or defamatory to anyone, including expressions of fanaticism, racism, hatred, irreverence or threat;
– material promoting or providing information instructing on illegal activities or likely to cause harm to third parties;
– software, information or other material containing viruses or harmful components;
– gambling-related initiatives, competitions, games requiring participation in return for payment in the absence of statutory authorisations;
– equipment not suitable for children under 18;
– sale or promotion of products or services prohibited by law;
– material or activities which, in general, violates or leads to the violation of any provision of law or regulation which protects even only private persons or a provision legitimately issued by the Public Authority. ).
The User assumes all responsibility for any and all damage or prejudice that may arise to him or to third parties from disclosure, theft, transmission to unauthorized third parties.
- RESPONSIBILITY FOR THE PROCESSING OF PERSONAL DATA
The processing of personal data of individuals through the SMS Service and E-mail Service is subject to European legislation on the protection of personal data and in particular to Regulation (EU) 2016/679, General Data Protection Regulation. The Parties acknowledge each other’s knowledge of this legislation and undertake to respect it scrupulously.
The Provider intends to remind the User of the dual nature of the data subject to processing in the context of the provision of the Service offered.
The Provider is the data controller according to the GDPR in relation to the User’s data.
This data will be processed exclusively for the purposes defined by the contract and those closely related. The nature of the provision of data is mandatory according to the provisions of current legislation as it is functional to the contractual relationship to allow the fulfillment of the legal obligations arising from the implementation of the services requested..
The Provider expressly undertakes not to disclose the above mentioned data, not to use them for purposes unrelated to this contract and to keep them for the time strictly necessary to fulfill the purposes for which they were issued.
The User is the data controller and/or processor, according to GDPR, of the data entered by the latter in the platform for the use of the Services.
The User, in reference to the subject matter of this Agreement and the related processing of the personal data of the final Customers for whom he is the Data Controller and/or Data Processor, designates the Provider, that accepts, as Responsible and/or Sub Responsible for the processing of such processing by the act of designation.
The User authorizes, in a preventive and general way, Carrier Italia s.r.l. to use its suppliers to contribute to the performance of the tasks subject to the Contract, which will act in turn as sub-Responsible for the processing of personal data of which the User is the Data Controller under the direct responsibility of Carrier Italia s.r.l.; each supplier designated Data Processor, unless otherwise indicated by the Data Controller, will first of all deal with the Data Controller who has designated it.
This data will be processed by the Provider exclusively for the purposes related to the use of the services and transactions related to these, according to the conditions and within the limits of what is provided for in the proposed appointment letter (All. A)
Please note that it is the responsibility of the data controller to correctly collect the consent of the processing of the individual subjects who issue it.
The Provider recalls the importance of the collection of the data subject’s consent at the time of data collection by the data controller and declines all responsibility for the failure to collect a valid consent to the processing of data by the User, it is Data Controller or Data Processor.
The User acknowledges that the Provider has no control over the Data processed by the User in the context of the provision of the Services and does not actively monitor the content of the User Data.
With regard to the processing of personal data processed, the User:
– declares and guarantees, as data controller of the subjects to whom such SMS and/or Email will be sent, that it has fulfilled all the requirements and obligations imposed on it by the current legislation on the processing of personal data, including safety related aspects;
– The User, in reference to the subject matter of this Agreement and the related processing of personal data of the final Customers for whom he is the Data Controller, designates the Provider, who accepts, as Data Processor of said treatments with the proposed letter of appointment referred to in Annex A, under the conditions and within the limits set out therein.
– The User undertakes, at the request of the Provider, to make available the information necessary to demonstrate compliance by the Provider with these Conditions and the instructions provided to the Provider as data controller, with regard to the Processing of Personal Data subject to this contract, in particular in order to verify the characteristics of the information used at the time of data collection and the existence of appropriate consents of the final Customer, to be verified by sample.
- LIMITATION OF THE CONTROLLER’S LIABILITY AND INDEMNITY
The Provider shall not be liable to the User, except in the case of wilful misconduct or gross negligence, for inefficiencies or malfunctions connected to the use of the internet outside its control or its suppliers.
The Provider shall also not be liable for damages, losses and costs incurred by the User as a result of the non-performance of the contract for reasons not attributable to him, The User is entitled only to any full refund of the price paid and any ancillary charges incurred.
The Provider assumes no responsibility for any fraudulent and unlawful use that may be made by third parties of credit cards and other payment methods, as it does not in any way come into contact with the payment data used (credit card number, holder name, password, etc.)
The Provider shall not be liable for: any loss of business opportunity and any other loss, even indirect, possibly suffered by the User who are not a direct consequence of the breach of contract by the Provider nor can be called to account for incorrect or unsuitable use of the Platform by Users or third parties or for the issuance of incorrect tax documents or data due to errors relating to the data provided by the User, the latter being solely responsible for the correct insertion.
In nessun caso il Fornitore potrà essere ritenuto responsabile per una somma superiore al costo pagato dall’Utente nei 12 mesi antecedenti l’evento che ha prodotto il danno.
Under no circumstances shall the Provider be liable for an amount exceeding the cost paid by the User within 12 months prior to the event that caused the damage.
The Provider shall not be held responsible for the failure or delay in fulfilling its obligations, for circumstances beyond its reasonable control and due to force majeure events or, in any case, unforeseen and unforeseeable events and, however, independent of his will. Performance of the obligations shall be deemed to be suspended for the period in which force majeure occurs. The Provider shall carry out any action in its power in order to identify solutions that allow the proper fulfilment of its obligations despite the persistence of force majeure events.
The User acknowledges that the Provider has no liability or obligation (in any case arising from contract, tort, negligence or other) in relation to the content of the transmitted communications.
The User expressly undertakes to indemnify and hold harmless the Provider:
– from any liability related to the content of the communications sent by the User and/or to fraudulent operations carried out by the User.
– from any liability related to the failure or delayed delivery of the SMS message and/or Mail to one or more recipients or for malfunctions of the platform or in case of force majeure events, events dependent on the fact of third parties such as the interruption or malfunction of telecommunications services, electricity supply, signal coverage, etc. To this end, the User undertakes not to use the service for purposes such that any failure and/ or delayed delivery may cause damage to the User himself or to third parties.
– from any action, request, claim, cost or expense, including reasonable legal fees, which may arise from the User’s failure to comply with the User’s obligations and guarantees under the Contract.
It is expressly understood between the Parties as all the cases of exemption and indemnification of liability in favor of the Holder indicated above are to be understood as referring to any and all types of damage, direct or indirect, including loss of earnings.
- COMPLIACE MONITORING
The User, at the request of the Provider, will make available the information necessary to demonstrate compliance by the Provider with these Conditions and the instructions provided to it as Data Controller and/or Data Processor, with regard to the Processing of Personal Data subject to this contract, in particular in order to verify the characteristics of the information used at the time of data collection and the existence of appropriate consents of the final Customer, to be verified by sample. The User accepts and authorizes the Provider to monitor the flows transmitted through its infrastructure, also in order to ensure the security of the same and improper use by the User. The Provider may monitor, store and use usage and performance information to improve the services offered.
The User acknowledges and accepts the storage on the Provider’s Servers and of any Managers appointed by the same of the Log files that record the traffic that occurs during navigation and /during the use of the Services. The content has the character of absolute confidentiality and can only be exhibited at the request of the competent Authorities.
The Contract is terminated immediately and by right, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, by written communication of the Party in the event of serious breach of obligations under this contract.
Termination of the Agreement does not affect the rights and liabilities accrued by both Parties until the date of termination and does not modify any provision of the Agreement whose effects are expressly or implicitly intended to continue beyond termination
- EXCLUSION OF WARRANTY
In the event that there is a need to perform scheduled maintenance activities on systems that involve a suspension and/or limitation of the Service, the Provider will give prior notice by e-mail or by publication on the website www.smooos.com, with a minimum notice of 24 (twenty-four) hours.
If the Service is suspended and/ or limited, in whole or in part, in case of events dependent on unforeseeable circumstances or force majeure, such as by way of example and not exhaustive network failures, supply equipment, interruption in the supply of electricity or services provided by telephone operators, as well as in the event of unforeseeable and technically indispensable extraordinary modifications and/or maintenance, the Provider is not required to comply with the obligations of prior notification referred to in the preceding paragraph, provided that it will do its best to promptly restore the Service suspended and/ or limited.
The Provider will endeavour to ensure that the Site is available 24 hours a day, but shall in no way be held responsible if, for any reason, the Site is not accessible and/or operational at any time or for any period. Access to the Site may be temporarily and without notice in case of system failure, maintenance, repairs or for reasons completely unrelated to the Owner’s will or for force majeure events.
The Provider shall not be liable for any failure or delay in fulfilling its obligations hereunder, for circumstances beyond the reasonable and foreseeable control of the Provider. The Provider’s performance of its obligations under these Terms shall be deemed to be suspended for the period during which Force Majeure Events occur..
- LINKS TO THIRD PARTY SITES
The Site may contain links to third party sites. The Provider has no control over them and, therefore, is not in any way responsible for the contents of these sites.
Some of these links may refer to third party sites, such as Prenotime.it, which provide services through the Site. In these cases, the individual services will be subject to the general conditions for the use of the Site and for the use of the service provided by third parties, with respect to which the Data Controller assumes no responsibility.
No waiver by either party of an article of these Terms shall be effective unless it is expressly stated to be a waiver and is disclosed in writing.
- INVALIDITY OF INDIVIDUAL CLAUSES
If any provision of these Terms is found to be illegal or invalid, it will not be considered as part of the General Conditions and this will not affect the remaining provisions which will continue to be valid to the maximum extent permitted by law.
The Provider reserves the right to modify, at any time, these Conditions by giving specific notice on the Site. The User acknowledges and accepts that any changes to these Conditions will apply to orders sent by Users after the date of notice of change of the Conditions.
In the event that the changes made by the Provider significantly and objectively affect the quality or quantity of/the Service/s, the User will have the right to withdraw from the Contract and/or the/the Order/s, giving notice to the Holder by registered letter A.R. within 30 (thirty) days from the notification of the change. The declaration of withdrawal can also be anticipated by fax or e-mail, provided that confirmed within the next 48 hours by registered letter A..
Failure to exercise the right of withdrawal implies full and complete acceptance of the changes made by the Provider.
- APPLICABLE LAW AND COMPETENT COURT
These Conditions and all disputes concerning the performance, interpretation and validity of this contract are subject to Italian law and to the exclusive and binding jurisdiction of the Court of Rome.