Terms and Conditions of Service

Last Update: 12/07/2024

  • Premises
  • Glossary
  • Activation of Yookey Service
  • Process for Purchasing
    Paid Services
  • Non-Payment in Full or in Part
  • Cancellation of Paid Plans
  • Use of Services
    E-time Responsibilities
  • Data Protection
  • Use of Services
    Customer Responsibilities
  • Pricing
  • Yookey Support Products
    and Service Levels
  • Intellectual Property
  • Use of Logos and Case Studies
  • Personal Data Processing
  • Applicable Law and Disputes
  • Communications
  • Appendix

1. Premises

  1. These general terms and conditions govern the Purchase and/or Use of services acquired by the Customer from E-Time. By purchasing the Yookey Service, the Customer declares (i) that they have received a copy of the following general terms and conditions (hereinafter also referred to as T&Cs) and/or have downloaded a copy from the Yookey website, (ii) that they have read and understood their content, and (iii) that they accept the content in its entirety.
  2. If the Customer is a legal entity rather than an individual, the signatory and/or subscriber of this agreement attests and warrants that they have all necessary powers and authority to bind such entity and its affiliates to these terms and conditions, assuming all consequent and broader responsibility in the event of a non-conforming declaration.
  3. The website and online software associated with the Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws. E-Time does not permit the activation and/or use of its services for monitoring and/or copying and/or testing the services provided by E-Time, or for comparative analysis not commissioned by E-Time itself. E-Time reserves the right to suspend the provision of the service and access to its products whenever there is even a suspicion of such usage.
  4. E-Time reserves the right to change the characteristics and/or conditions of the Service at any time, providing prior notice to the Customer. If the proposed change results in a deterioration of the agreed-upon characteristics and conditions of the Service, the Customer may terminate the Contract by providing written notice to E-Time within 90 (ninety) days of receiving notification of the change, without additional charges. For contracts that include automatic renewal, such changes will only become effective from the first automatic renewal following the change, allowing the Customer sufficient time to terminate the contract as per the contractual terms. The Customer commits to checking for any changes to the T&Cs in time to potentially terminate within the contractual notice period.
  5. Unless expressly provided otherwise in this document and its attachments, the provision of services is subject to Italian and EU legal and regulatory provisions, including the provisions of EU Regulation 2016/679 and its amendments concerning personal data protection and the decisions of the Data Protection Authority.

2. Glossary

For the purposes and effects of this agreement, the following terms are defined as:

T&C: Terms and conditions of the services provided by E-Time to the customer.

E-Time: The cloud service provider, E-Time Srl, with registered office at Viale del Lavoro 45, San Martino Buon Albergo (VR), Italy. VAT ID 03256040233.

Customer: The contracting party for the Yookey services.

SaaS (Software As A Service): A software distribution model based on client-server technology and entirely web-based, meaning it requires no additional software or hardware components beyond an internet connection and a web browser for the implicit operation of the “SaaS” application.

Cloud: A set of technologies that typically allows for storing/archiving and/or processing data through the use of distributed and virtualized hardware/software resources over the internet, usually provided as a service to the customer. 

Yookey e Yookey ID: Services provided and maintained by E-Time Srl, which are the subject of these Terms and Conditions of Service. Yookey is an IAM platform based on Keycloak software. Yookey and Yookey ID are products of E-Time Srl provided in SaaS (Software As A Service) mode for a limited number of users and can be used according to the instructions provided by E-Time Srl.

MAU: Monthly Active Users, i.e., users who authenticate to the system at least once a month.

Subscriptions, Plans: Yookey subscription plans.

User Plans: Subscription packages based on the number of MAUs.

Customer Data: Digital data and information provided by the customer for the purpose of purchasing and/or operating the Yookey service.

Customer Content: Digital content owned by the customer that uses the Yookey services and which the customer uses, creates, or reuses within Yookey.

Documentation: E-Time documentation including online user manuals, technical support documentation, and training materials provided by E-Time personnel regarding E-Time products.

Pro-rata: A proportional share (prorated amount) recalculated based on a 12-month (365 days) period or a one-month (31 days) period in the case of an upward adjustment of a subscription plan. 

SLA: Service Level Agreement, specifying the service levels that E-Time guarantees to its paying customers regarding the availability of the Yookey service.

3. Activation of Yookey Service

  1. Upon purchasing the service, the Yookey Team at E-Time will activate a service platform and provide the Customer with access credentials.
  2. The customer can independently configure the platform according to their functional needs or request support from E-Time for such activities.
  3. Users are responsible for maintaining the confidentiality of their account access data (username/password) and are fully responsible for all activities conducted on their account.
  4. The user agrees to: (a) provide truthful, accurate, up-to-date, and complete information about themselves as required by the registration form for the Services, (b) promptly and continually update the registration data to keep it true, accurate, up-to-date, and complete, (c) immediately notify E-Time of any unauthorized use of their account or any other security breach, and (d) log out of their account at the end of each work session.
  5. E-Time has no obligation to verify the information provided by the Customer. However, if E-Time determines or suspects that the information provided is false, inaccurate, outdated, or incomplete, E-Time may suspend or close the account and deny any current or future use of the Services (or any part thereof).
  6. E-Time cannot and will not be liable for any loss or damage arising from failure to comply with this section.

4. Process for Purchasing Paid Services

Yookey involves a cost based on monthly MAU (Monthly Active Users) Plans.

E-Time provides a range of services to support the Customer in configuring, using, and evolving the Platform:

– Evolutionary Support 

– Operational Support 

– Functional Consulting

– Training

– Custom Development 

The available plans are based on the concept of MAU per month during the contractual period. The features of the various plans can be viewed on the website www.keycloak-saas.com. 

Payment can be made via Bank Transfer on an annual basis.

If the service is activated during the year, E-Time will issue an invoice for the partial amount valid until 12/31 of the same year. On January 1 of the following year, E-Time will invoice the annual amount.

Unless excluded by the following Article 7, the Contract will be considered renewed from time to time for a period of the same duration, with payment of the corresponding amount in the same manner defined at the time of activation.

5. Non-Payment or Partial Payment

In the event of full or late payment default, E-Time may immediately deactivate the Service, in whole and/or in part and without notice. Specifically, payments are considered missed or delayed if:

  • The amount is not credited to E-Time’s bank account through bank transfer.

Continued non-payment for more than 30 days past its due date will result in the automatic termination of the contract and the related deactivation of services.

If payment is not made by the invoice due date, E-Time will send a communication to the CLIENT and reserves the right to suspend the provision of the service or activities covered by this offer within 10 days from such date. In any case, E-Time will apply late payment penalties as established by Legislative Decree No. 231 of 2002.

In the case of multiple contracts with the same Customer, if the default concerns one or some of these contracts, E-Time may suspend or terminate all other supply contracts beyond the one related to the default, disabling purchased services and/or not delivering work already started, and retaining any sums already collected as compensation for damages, without prejudice to the right to claim further damages.

6. Termination of Paid Plans

Customers may deactivate their subscription at any time by giving written notice to E-time srl with a 15-day notice period.

If termination occurs before the current contract expires no refunds will be issued for any subscription fees already paid.

6.1 Data Return and Deletion

Deactivation will take effect upon the expiration of the current contract period during which the Customer will retain access to Yookey and/or Yookey ID.

Following the termination of the Contract for any reason the Customer will have the option to retrieve their data independently or contact E-Time within 60 (sixty) days/months from the date of termination.

Unless otherwise agreed between the Parties and notwithstanding mandatory legal obligations if the Customer has not retrieved or requested the return of the data within the above term E-Time will permanently delete all Data on its platform/infrastructure,including any backup data and those stored in paper format except where data retention by E-Time is necessary to comply with an Italian or European legal provision.

Termination:

The parties agree that these General Conditions may be terminated for the following reasons:

  • At the will of one of the parties, when a serious breach of the agreed obligations or specific terms and conditions by the other party occurs, particularly due to non-payment within the relevant term. In any case, as a prerequisite for contract termination by one party, the non-compliance must be contested to the defaulting party, granting a minimum period of 15 days from notification to remedy the non-compliance. After this period, the contract may be terminated. In such case, the breach of any obligations may entitle the aggrieved party to compensation for damages suffered.
  • Due to the extinction of the legal personality of one of the parties.
  • By written agreement mutually adopted by both parties.

7. Use of Services - Responsibilities of E-Time

Within the scope of the paid contractual relationship E-Time is committed to:

  • Not use, modify, or disclose Customer Data to any person except duly authorized Users.
  • To the extent that Customer Data includes personal data (“personal data”) under Data Protection Regulations to process Customer Data in accordance with the Terms of Service and Privacy Policy.
  • Take all reasonable measures to ensure that its employees and those of any subcontractors involved in providing the Services are informed and adequately trained in such technical, organizational and security measures.
  • Provide standard online support to Users via the support email address: yookey@e-time.it.
  • Provide support through the ticket system regarding the Services purchased by the Customer at no additional cost and according to the specifications outlined in section 11.
  • Employ commercially reasonable efforts to make the Service purchased by the Customer available 24 hours a day 7 days a week except for: (a) scheduled maintenance, (b) urgent and unforeseeable security updates or (c) causes beyond E-Time’s direct control; (d) force majeure events beyond E-Time’s control including governmental actions, natural disasters, floods, fires, civil unrest, terrorist acts, strikes, or other protests involving or not involving our employees.
  • Provide the Services purchased in accordance with applicable laws and current governmental provisions.

E-Time will not be responsible, even partially, for any difficulties, defects, anomalies, discontinuities, inability to access and/or use the Yookey services resulting from and/or otherwise connected to the Customer’s hardware and software equipment or its internet connection, or to actions and/or behaviors of the Customer (or one or more of its users) that are improper, harmful, or against the law (including copyright violations) whether national or international.

Except in cases of willful misconduct and gross negligence, E-Time will not be liable to the Customer, who thus releases it from all liability, for any service disruptions connected and/or related to the Services offered and/or used by the Customer. In any case, any type of compensation for damages cannot exceed an amount equal to the fee paid by the Customer and collected by E-Time for the Service, an amount to be understood as inclusive of all ancillary expenses (legal fees, office supplies, arbitration chamber…).

E-Time commits, in compliance with current regulations, to store Customer Data in facilities located within the national and European territory and to refrain from subcontracting the Cloud service to any foreign entity operating outside the European Economic Area (EEA).

8. Data Protection

E-Time is committed to administrative physical and technical management aimed at ensuring the safeguarding of the security confidentiality and integrity of Customer Data and will not modify it unless explicitly requested in writing by the Customer. Furthermore E-Time commits to the extent possible not to access Customer Data except to the extent required for the proper delivery of the Services purchased including actions aimed at preventing technical issues (upon request and for example in conjunction with technical support issues).

9. Use of Services, Customer Responsibility

The Customer guarantees: 

  • Compliance with this Agreement by its users.
  • The accuracy, quality, and legality of the Data provided and the manner in which this Data is made available by the Customer to E-Time, both on the platform and in interactions with E-Time personnel. In particular, the Customer assumes full responsibility for the accuracy and truthfulness of the data communicated to E-Time and ensures that all provided information, such as texts, graphics, data, images, sounds, is legally available to them and does not violate any copyright, trademark, patent, or other third-party rights arising from law, contract, or custom. The Customer therefore agrees to indemnify E-Time against any claims for indemnification and/or compensation made by third parties as a result of the publication of the aforementioned materials.

The Customer agrees to: 

  • Prevent unauthorized access/use of the Service and immediately notify E-Time of any unauthorized access/use.
  • Use E-Time Services in compliance with the guidelines provided by E-Time, and – in any case – in accordance with applicable laws and regulations.
  • Make E-Time services available only to users under their own responsibility.
  • Not use E-Time Services to store, process, or transmit material in an unlawful and/or illegal manner (software or any other potentially dangerous, viral, harmful element) or disclose material that violates third-party privacy/copyright, or any other type of material deemed inappropriate by E-Time.
  • Not use E-Time Services to store, process, or transmit malicious code.
  • Not interfere with or compromise the integrity and performance of the services or third-party data contained in such services.
  • Not make unauthorized access to Services or systems and networks connected to them.
  • Make all reasonable efforts to prevent any unauthorized use of the Services and promptly notify E-Time of any attempt of unauthorized use and comply with all Applicable Laws in the use of the Services. The Customer will be fully responsible for the custody of their own information or that integrated or used by the Product and Customer Data.

Consequently, the Customer agrees to introduce all necessary procedures to protect and safeguard their data, computer programs, and files and ensure their security on the Customer’s System.

The Customer is expressly prohibited from transferring to third parties, in whole or in part, the rights arising from this contract without the prior written consent of E-Time, under penalty of ineffectiveness.

The Customer agrees and undertakes to observe the provisions contained in the documents listed below, without any reservation regarding their content, declaring that they have carefully reviewed them:

  • Characteristics and usage instructions of the services.
  • Agreement on the processing of personal data – Technical and organizational measures for the processing of personal data.

10. Pricing

  1. The prices charged by E-Time for its services are those in effect at the time of subscription; in the case of renewal including automatic renewal the price charged will be the one in effect at the time of renewal.
  2. Prices and billing policies are subject to change at any time and at E-Time’s sole discretion.
  3. An updated version of the price list is and will be available on the website www.keycloak-saas.com, which the customer agrees to consult before purchasing and before each contract renewal. Therefore the renewal of the contract implies the automatic acceptance of the new price if applicable.
  4. Any fees indicated in this Agreement shall be understood as excluding VAT and any other applicable taxes.
  5. The Customer’s failure to use purchased Services does not obligate E-Time to refund/credit the price.
  6. Travel expenses incurred by E-Time for the execution of the contract (e.g., airfare, parking, accommodation, highway tolls, and other similar costs) are not included in the price and will be invoiced on an actual basis based on the total of the produced receipts and will not exceed the daily maximums established by the Customer and specified in the Offer.

11. Yookey Support Products and Support Levels

  1. The different types of technical support provided by E-Time and their respective response times are detailed in the attached Table A.
  2. The Customer’s use of the purchased service is guaranteed by E-Time, provided that the Customer communicates with E-Time, including for problem resolution, through E-Time’s helpdesk by opening a ticket at yookey@e-time.it.
  3. The Customer acknowledges that the purchased services may undergo bug fixes, software updates, minor feature updates, new apps, and new modules. Where these do not require service downtime (even if unforeseen circumstances cause downtime), E-Time will not be obliged to notify the Customer. However, if major upgrades or additions of functions or interventions to the cloud or network infrastructure require temporary service downtime, E-Time will notify Customers 24 hours in advance.
  4. For unplanned maintenance and service downtime, refer to the SLA, Help Desk, and Support Table attached in Appendix A.
  5. Technical support interventions by E-Time will be provided in the manner and terms specified in the table attached in Appendix A.

12. Intellectual Property

Intellectual Property Rights

E-time srl retains full and exclusive ownership of the Product, including all related intellectual property rights. The Terms of Service do not involve any transfer or assignment to the Customer of any intellectual property rights or title to Yookey and Yookey ID, except for the Customer’s right to use the Product remotely as strictly provided in the Terms of Service.

License: E-time srl grants the Customer a license to the Product for the duration of the Subscription Plan or (if applicable) for the purpose of receiving, using, or enjoying the benefits of the Services in accordance with the Subscription Plan. The license granted by E-time srl is a non-exclusive, non-transferable, non-sublicensable license. The Customer must not remove, or allow third parties to remove, any copyright notices included in the copies of the Product and Documentation provided by E-time srl to the Customer under the Terms of Service.

Furthermore, the Customer must not, except as permitted by law:

  • Modify, copy, or create derivative works from the Product;
  • Reproduce any content that is part of the Product, except to the extent required by the execution of the Subscription Plan and the Terms of Service;
  • Disassemble, decompile, or decode the Product;
  • Access the Service to develop a competing product or service, or copy ideas, features, functions, or graphics from the Product and Services

It is understood that E-time srl reserves the right to correct any errors in the Product or Yookey and Yookey ID technology. If the Customer provides suggestions to E-time srl regarding the Product and/or Services, E-time srl will have the right to use the Suggestions without restriction. The Customer irrevocably assigns to E-time srl all rights, title, and interest in the Suggestions.

E-time srl declares that it owns the intellectual property rights to the Product and is authorized to grant the License under the Terms of Service. E-time srl declares that it owns the intellectual property rights to the Product or is authorized to use all or part of the Product’s source code protected by an appropriate open-source license. If the Product’s source code protected by any open-source license falls under another open-source license during the execution of the Agreement, making it impossible to provide the Services, E-time srl will do its best to replace such code and/or obtain the right to use such code so that the Services can be provided. E-time srl will defend and hold the Customer harmless from and against any damages finally awarded by a court of competent jurisdiction or expenses incurred in connection with any claim, demand, suit, or proceeding brought against the Customer by a third party alleging that the use of the Product constitutes an infringement of their intellectual property rights, provided, however, that the Customer (i) promptly notifies E-time srl in writing of the Claim, (ii) grants E-time srl exclusive control over the defense and settlement of the Claim, and (iii) provides E-time srl with all reasonable assistance, subject to the Customer’s use of the Service in accordance with the Terms of Service. No indemnity will be due if the Claim arises from a breach by the Customer of any provision of the Terms of Service and/or from the use of the Product in connection with the Customer’s Data or Systems.

Customer Data

The Customer is the sole owner of all Customer Data. Customer Data shall be considered confidential information for the purposes of this document. The Customer is solely responsible for the content and quality of the Customer Data provided to E-time srl. Similarly, the Customer is solely responsible for verifying and ensuring that the configurations made by E-time srl comply with its instructions.

The Customer will indemnify and hold E-time srl harmless from all consequences of any claim or action by third parties relating to the content of the Customer Data that does not comply with applicable legal provisions.

The reproduction or use by E-time srl, other than for the execution of the Subscription Plan and the Terms of Service, of any material sent by the Customer (including, but not limited to data, files, documents, or information) is prohibited unless authorized by the Customer.

Subcontracting

The Customer authorizes E-time srl to subcontract the following categories of data processors (all ancillary services necessary to provide the Services): Providers of electronic communications and online office automation, hosting, SaaS services such as CRM/ERP, management, accounting, auditing, and legal services. If the Processor uses another processor to carry out certain processing activities on behalf of the Customer, it will impose the same data protection obligations on that other processor by contract as are set out in these General Conditions. If that other processor fails to meet its data protection obligations, the processor will remain fully liable to the customer for the performance of that other processor’s obligations.

13. Use of Logos and Case History

  1. The Customer authorizes E-Time to include the reference of the CUSTOMER (logo, CUSTOMER name, case history) related to the completed project in its work portfolio (brochures, technical documentation, websites).
  2. E-Time is allowed to include subcontracted projects in its customer portfolio; in this case, the Customer, by signing this contract guarantees to E-Time (releasing it from any liability arising from the publication) that they have obtained authorization from the original client to publish names and logos in E-Time’s customer portfolio (websites, brochures, commercial materials, etc.).

14. Personal Data Processing

The processing of personal data communicated by the Client (including the Client’s personnel data) to E-TIME for the purpose of executing this Contract and the subsequent provision of the Service will be carried out in accordance with EU Regulation 2016/679, the privacy notice issued by E-Time, or available on its official website.

The data subject to processing, for the purpose of executing the Contract, may be communicated to third-party suppliers of E-TIME, located within the European Economic Area (EEA), in compliance with and within the limits set out in the aforementioned privacy regulation.

With reference to the processing of personal data of third parties entered or otherwise processed by the Client through the provision of cloud services, under EU Regulation 2016/679, the Parties agree to comply with the provisions set forth in the Data Processing Agreement attached to the supply contract.

It is understood that the Client acts, with respect to such data, as the Data Controller, assuming all related obligations and responsibilities, indemnifying E-Time from any dispute, claim, or other actions that may come from third parties in reference to such processing due to the Client’s violation of the obligations established in the Data Processing Agreement.

E-TIME cannot be held responsible for any lack, deficiency, or incorrectness of the instructions provided by the Client regarding the processing of Third-Party Personal Data or for the failure to adopt technical-organizational security measures related to its own personnel.

The Parties acknowledge that the execution of the Cloud Services may involve the processing by E-TIME of personal data owned by the Client or for which the Client has been appointed as the data processor by the legitimate owner. In this regard, the Parties acknowledge that E-TIME will act in relation to such processing, in compliance with what is established in the Data Processing Agreement, as the Data Processor in accordance with Article 28 of EU Regulation 2016/679 as well as Italian legislation on Personal Data Protection.

Please refer to the relevant information notice: Privacy policy.

15. Applicable Law and Disputes

This Contract is governed and regulated by Italian Law.
Any dispute between the parties regarding this contract will be initially referred to the conciliation body at the Chamber of Commerce of Verona. In the event of an unsuccessful conciliation attempt, any dispute relating to the application, execution, interpretation, and breach of the Contract will be subject to Italian jurisdiction and reserved for the exclusive competence of the Court of Verona.

16. Communications

Communications from E-TIME to the Customer will be delivered to the addresses provided by the Customer at the acceptance of the offer. The Customer agrees to promptly inform E-TIME of any changes related to such information.

The Customer has the right to request information concerning themselves, make proposals and suggestions, and file complaints with E-TIME. Any communication regarding the conditions of cloud service provision addressed to E-TIME, unless otherwise specified, must be made to the following address: e-time@legalmail.it or by following the instructions provided in point 12.

E-TIME reserves the right to use the Customer’s email address provided in the context of the stipulation and management of the Contract to send communications for the direct marketing of products or services of the Company similar to those covered by the Contract, without prejudice to the Customer’s right to object at any time to receiving such communications.

Appendix

APPENDIX A: HELP DESK, SUPPORT, AND SLA
Refer to the updated documentation available here: Service Level Agreement

APPENDIX B: DATA PROCESSING AGREEMENT
Refer to the updated documentation available here: Data Processing Agreement