General Provisions
‍These General Terms and Conditions define and regulate the methods and terms under which Matchplat S.r.l., with its registered office in Adro (BS), Via Lega Lombarda 6, VAT number 03939130989 (hereinafter also referred to as “Matchplat” or “Supplier”), offers its Services: General Terms and Conditions to be considered together with the specific Conditions and Features of the specific offer chosen by the Client (through acceptance of the relevant Supply Offer).These Terms and Conditions and any further documentation form an essential part of the Agreement and take precedence over any other different agreement and/or arrangement.
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‍SECTION I – GENERAL TERMS AND CONDITIONS
Object of the Agreement
‍1.1 The object of this Agreement is the provision of Services described on the website https://lite.matchplat.com, either individually or bundled in "package" offers, through the granting of a license for use of the Platform (in Software as a Service - SaaS mode) for the duration of the time period chosen and indicated at the time of the offer/order, starting from the date of activation of the Service.
1.2 The technical and economic characteristics of each Service or "package" offer are specified in the Supply Offer at the link https://lite.matchplat.com/pricing.
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‍Characteristics of the Services
‍2.1 The Client acknowledges that the Services may include and be characterized by Commercial Information derived from public sources and/or publicly or generally accessible by anyone, as well as information coming from Interested Parties and/or third parties, and accepts that Matchplat assumes no responsibility for any incomplete, erroneous, or defective data not attributable to the Supplier.
2.2 The Client understands that the Information may be subject to changes and modifications over time and waives any objections in the event of such changes, considering the Services provided and updated at the time of their performance. Matchplat is authorized to make all necessary technical and/or content-related modifications to the Commercial Information included in the Services based on technical, organizational, or legal compliance requirements. The Client expressly waives any objections, actions, or claims in this regard.
2.3 The Client acknowledges and agrees that any evaluations or reports generated based on the Information provided as part of the Services cannot be used as the sole or primary basis for any business, commercial, financial, economic, or credit decisions, which remain the sole responsibility of the Client.
2.4 The Client acknowledges and agrees that any evaluations, statistical information, quantitative finance data, or any other type of data included in the information and datasets: a) represent factual statements and should be treated as such, and not as an invitation to buy, hold, or sell financial instruments; b) cannot be considered as investment advice, nor as an assumption of obligations and/or guarantees by the Supplier and/or third parties.
2.5 The Client acknowledges and agrees that the provision of Services is non-exclusive, and as such, Matchplat is free to use the same information, data, and processing of such data in its business activities and may freely provide them to third parties.
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‍Conclusion of the Agreement and Service Activation
‍3.1 The Agreement is concluded upon the correct receipt by Matchplat of all the required fields in the "Sign Up" section, and upon the Client’s acceptance of the General Terms and Conditions.
3.2 The Client acknowledges and agrees that the activation or renewal of the Service will begin upon the conclusion of the Agreement. Upon activation of the Service through the granting of the license to use the Platform, the Client assumes full responsibility for its use, as well as for any materials and data, including personal data, processed via the Service.
3.3 It is expressly understood that the Supplier is not subject to any general surveillance obligation and therefore does not control or monitor the actions or behaviors carried out by the Client through the Services, nor does it control or monitor the information, data, or content processed by the Client or its agents and/or collaborators using the Services. The Supplier is and remains unrelated to any activities carried out by the Client independently through access to the Services.
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‍Duration of the Agreement and Renewal
‍4.1 The Service Supply Agreement will have a duration equal to the time period chosen by the Client (monthly or annual), starting from the activation date of the Service or in relation to the type and nature of the selected Service.
4.2 The Agreement will be automatically renewed upon expiration as indicated in the Supply Offer signed by the Client, under the same terms and conditions set out in the aforementioned Offer, with Matchplat having the right to request an increased fee of up to 20% of the list price indicated in the Supply Offer. If the Client wishes to avoid the automatic renewal and, consequently, terminate the service at the expiration date, they must send a cancellation notice via certified email (PEC) to matchplat@pec.it with the subject “CANCELLATION OF EXPLORE LITE PLATFORM AGREEMENT” no later than 10 days before the Agreement's expiration.
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Fees, Payment Methods, and Terms
‍5.1 Payment for the Service fee will be made by credit card.
5.2 The Client may not assert rights or raise objections unless they have first properly made the required payments. If the payment is invalid or is revoked or canceled by the Client, or is not completed, confirmed, or credited to Matchplat’s benefit, Matchplat reserves the right, under Article 1460 of the Italian Civil Code, to suspend and/or immediately interrupt the activation and/or supply of the relevant Service if already activated. During the suspension of the Service, the Client will not have access to any data, information, or content they have entered, transmitted, or otherwise processed through the Service.
5.3 Matchplat may exercise the right to unilaterally modify the economic conditions, up to a maximum of 20% of the fee, and the contractual and service delivery/usage conditions:(I) due to technical, managerial, and/or economic needs, such as, by way of example, changes in commercial policies and/or technical changes to network platforms and/or production or marketing structures;(II) due to changes in the applicable legal and regulatory framework and/or relevant judicial guidelines, including those related to the technical and/or managerial aspects of the provided services;(III) due to market changes that affect the economic balance and/or the technical and/or managerial aspects of the provided services.6. Supplier's Obligations and Liability

Limitations
‍6.1 Matchplat guarantees the Client the provision and use of each Service in accordance with the specifications provided on the website https://lite.matchplat.com, and any technical specifications or details specified in the Supply Offer at https://lite.matchplat.com/pricing. The Supplier assumes obligations of means, not of result, and does not guarantee that the Services ordered by the Client will meet any specific or particular purposes or needs.
6.2 The Client may use the Platform according to the purposes and functionalities of each Service, subject to all the limits set forth in this Agreement and applicable law. In no case can the Supplier be held responsible for the incorrect and/or illegal use of the Platform by the Client or for the results of such incorrect and/or illegal use.
6.3 In the event of non-performance attributable to Matchplat, the latter will be liable only to the extent of the amount paid by the Client for the specific Service concerned during the month in which the harmful event occurred. Any further compensation or indemnification to the Client for direct or indirect damages of any kind or nature, including, by way of example and not limitation, damages from data loss, third-party rights violations, delays, malfunctions, interruptions (total or partial) arising from the provision of the Service(s), or caused by: a) force majeure, unforeseen events, catastrophic events, or b) tampering or interventions on the Service(s) or the Client's or third-party’s equipment or software, is expressly excluded.
6.4 The Client is responsible for performing, at their own expense and risk, a full backup of any data, information, or content entered and/or generated from the use of the Service(s) and for taking all necessary security measures to safeguard them. Matchplat does not provide any guarantee concerning the use of the Service(s) regarding the protection and preservation of such data, information, or content.
6.5 Matchplat makes no express or implied representations or warranties that the Services and/or Platform and/or the data, information, or Commercial Information are suitable to meet the Client’s needs, purposes, and objectives, or that they are error-free or have characteristics and/or functionalities different from those described in the Supply Offer (or an equivalent document), in the Specific Terms, or other related documents.
6.6 All information and data provided are obtained from sources believed to be accurate and reliable. However, all information and data are provided without any warranties as to their truthfulness or correctness. In particular, Matchplat and/or third-party licensors do not provide any type of warranty, express or implied, oral or written, to the Client regarding, for example, the accuracy, timeliness, or completeness of the information and/or data processed.
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Client's Obligations and Declarations
‍7.1 The Client is responsible for providing and maintaining the necessary hardware and software resources to access and use each of the Services, and assumes all responsibility for their functionality and compatibility with the Services and for their correct configuration.
7.2 By granting the license to use the Platform, the Client assumes all risk and responsibility, declaring that they possess the technical knowledge necessary to correctly administer, manage, and use the Service(s), including the processing and/or security of data, information, and/or content entered or otherwise provided to Matchplat. The Client acknowledges and agrees that the processing of data, information, and/or content through the Service(s) is done solely at their own risk and under their responsibility. The Client is also responsible for being familiar with the relevant legislation and verifying the accuracy of the results obtained through the use of the Service(s).
7.3 The Client agrees to promptly notify the Supplier of any changes to their personal details and contact information, including the email address provided at the time of order in the "Sign-Up" section, by email at explore-lite@matchplat.com. Any changes to the Client's address or contact details, including the email address specified in the Offer or an equivalent document, which are not communicated to the Supplier as per the terms of this Agreement, will not be considered valid.
7.4 The Client acknowledges and agrees that any operation performed is presumed to have been carried out by the Client themselves and that the disclosure of the Service access Credentials to third parties constitutes a breach of the Agreement and may lead to the termination of the Agreement, as well as permit unauthorized use of the Service. The Client is, therefore, required to exercise maximum care in using, storing, and protecting the Credentials and agrees not to allow their use by unauthorized third parties, assuming full responsibility for their actions.The Client is also required to comply with procedures for generating, issuing, suspending, and regenerating the access Credentials, and/or other authentication credentials required to access the Services. In case of loss, theft, or misplacement of the Credentials, the Client must promptly inform the Supplier via email at explore-lite@matchplat.com and initiate the process for issuing new Credentials.The Client agrees to indemnify and hold harmless the Supplier from any claims, demands, or third-party claims for damages caused by or through the use of the Services.
7.5 As for the verification of all operations carried out (e.g., activations, deactivations, operation history), the Client acknowledges and agrees that only the Supplier’s logs, stored in accordance with the law, will be deemed valid.
7.6 The Client is obliged to comply with the additional obligations set forth in these General Terms and Conditions, the Specific Terms for each Service in the Supply Offer, or equivalent documents, and generally in all documents forming part of the Agreement.
7.7 The Client agrees to indemnify and hold harmless Matchplat from any loss, damage, liability, cost, burden, or expense, including legal fees, arising from violations of these General Terms and Conditions or from actions, claims, or exceptions raised by third parties against Matchplat as a result of the Client’s failure to comply with the obligations under the Agreement, or any act falling under the Client’s responsibility.
7.8 The Client declares their intention to use the Services and the Platform for the purposes of their business, craft, commercial, or professional activities, and as such, the provisions of Legislative Decree No. 206/2005 (Consumer Code) for consumer protection do not apply to them.
7.9 The Client agrees not to develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, plugins, and browser add-ons, or any other technology) to scrape or otherwise copy business listings, company profiles, or other data from the Services.The Client also agrees not to engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Services.The Client further agrees not to copy, use, disclose, or distribute any information obtained from the Services, directly or through third parties, without the consent of Matchplat.
7.10 The Client is directly responsible for complying with all applicable laws concerning the use of the Service(s) and, in particular, must comply with the provisions of Regulation (EU) No. 679/2016 and Legislative Decree No. 196/2003 concerning the processing of personal data.

Support and Maintenance
‍8.1 Technical support for the Platform is provided exclusively according to the times and methods indicated by Matchplat. The Client is required to promptly inform the Supplier of any irregularities or malfunctions detected in each Service, via the email address explore-lite@matchplat.com.
8.2 The Supplier reserves the right to interrupt the provision of Services for technical maintenance. In such cases, the Client will be notified via email with a 7-day (seven) advance notice; this notification will also specify the estimated timeframe for the service restoration.

‍Suspension of Services
‍9.1 Without prejudice to the application of Article 12 below, the Supplier, at its discretion and without this exercise being contested as a breach or violation of the Contract, reserves the right to suspend any Service, even without prior notice, in the event that:
a) the Client defaults or breaches even one of the provisions of the Contract;
b) the Client fails to respond, in whole or in part, to the Supplier’s requests, or if their behavior gives rise to reasonable and justified concerns that the Client may default on the Contract or be responsible for one or more violations of its provisions;
c) there are reasonable grounds to believe that the Service is being used by unauthorized third parties;
d) if, at the Supplier’s sole discretion, emergency interventions are required or for reasons related to cybersecurity or the protection of copyright and/or industrial property rights; in this case, the Service will be restored when the Supplier, at its discretion, deems that the causes for its suspension/interruption have been effectively removed or resolved;
e) the Client is involved, in any capacity, in any judicial or extrajudicial dispute, either civil, criminal, or administrative, related to acts and behaviors carried out through the Service or related to it;
f) if requested by the Judicial Authority;
g) the Client uses equipment or software that could damage the integrity of the network and/or the Service and/or create risks to the physical safety of people and property.
9.2 In any case of suspension of the Service attributable to the Client, the Supplier's right to claim payment of any due amounts and compensation for damages remains unaffected.
9.3 During the suspension of the Service, for whatever reason, the Client will not be able to obtain or access any data, information, or content processed through the Service.

Termination
‍10.1 Matchplat reserves the right to terminate the Contract or any Service at any time and without obligation to provide reasons, by giving written notice to the Client with at least 15 (fifteen) days' notice.
10.2 It is understood between the Parties that, from the effective date of termination, at any time and without further notice, any Service or the Service for which termination has been exercised, unless otherwise provided for in the applicable Specific Terms, will be deactivated, and the Supplier will refund the Client a percentage of the amount paid corresponding to the unused days, up to the next natural expiration of the Contract or the affected Service, minus any costs incurred and/or to be incurred. In any case, Matchplat’s liability for exercising the right of termination and/or for the Client’s failure to use each Service or for any related refund, compensation, or damages is expressly excluded.

Express Termination Clause – Termination for Default
‍11.1 The Contract will be considered terminated immediately, pursuant to and for the purposes of Article 1456 of the Civil Code, if the Client:
a) breaches the obligations set out in Articles 5.1, 7.3, 7.4, 7.9, 7.10, and 13 of these General Terms and Conditions;
b) engages in any illegal activity using the Services;
c) assigns all or part of the Contract to third parties without the prior written consent of the Supplier.
11.2 From the date of termination of the Contract, each Service will be deactivated without prior notice. In such cases, the Client acknowledges and agrees that the entire amount indicated in the invoice will be retained/claimed by the Supplier as a penalty, who will also have the right to charge the Client any additional costs incurred by the Supplier, without prejudice to the right of the Supplier to claim compensation for any further damages suffered.

Modifications
‍12.1 The Client acknowledges and agrees that each Service under the Contract is characterized by continuously evolving technology. For this reason, the Supplier reserves the right to modify the technical and economic characteristics of the Service and the related tools at any time, without creating any obligations of any kind for the Client.
12.2 If the Supplier makes technical or economic changes that result in a deterioration or performance and/or financial burden or modifies the contractual conditions in any way, such changes will be communicated to the Client along with the date from which they will become effective.
12.3 Unless otherwise provided in the Specific Terms for each Service, if the Client does not wish to accept the changes, including those relating to the payment amount, they may, within one week from the Supplier's communication, exercise the right to terminate the Contract or the individual Service by giving written notice sent via registered mail or certified email (PEC), with the right of the Supplier to retain, as a penalty, 75% of the contractual amount. If the Client does not exercise the right to terminate within the specified terms and in the prescribed manner, the changes will be considered as definitively acknowledged and accepted by the Client.

Intellectual Property and Licenses
‍13.1 The Client acknowledges and agrees that all intellectual property rights over the Services, the data, information, and Commercial Information that may make up the Services, the platform, or software, in all their parts, including the logic, organizational principles, and media and/or documents on which the Services are provided, are and remain the exclusive property of Matchplat and/or third-party licensors (hereinafter also referred to as “Licensors”), and that therefore, their use is strictly limited to the purposes expressly provided for in the Contract and for the exclusive benefit of the Client, with a prohibition on transmission, transfer, dissemination, distribution, sale, and granting licenses to third parties for any purpose, in any form, mode, and by any means. The Client acknowledges and agrees to refrain from any use for commercial purposes and/or in competition with the economic usage rights of Matchplat or its third-party Licensors.
13.2 All rights over trademarks, logos, names, domain names, and, in general, distinctive signs associated with the Services, data, information, Commercial Information, platform, and software remain with Matchplat and/or third-party Licensors, with the consequence that the Client may not use them in any way without prior written consent from Matchplat.
13.3 Matchplat grants the Client a limited license to use the Platform for the duration specified in the Supply Proposal, revocable, non-exclusive, non-transferable, and non-sub-licensable. The license is granted solely to enable the Client to use the Service(s) in accordance with the terms of this Contract and only in relation to them.
13.4 For certain types of Services, the license granted to the Client allows them to combine data provided by the Matchplat Platform and/or third-party Licensors with other proprietary and/or third-party data and/or information to create “Derived Data.” For the purposes of this Contract, “Derived Data” shall only be considered as data that:
a) has intrinsic value separate and distinct from the original data;
b) is not the result of reasonably foreseeable reverse engineering techniques;
c) does not include or refer to any Matchplat and/or third-party Licensor trademarks;
d) does not consist of a mere substitution of the original data or part thereof.
13.4.1 Matchplat grants the Client a limited, non-exclusive, non-transferable license to:
a) combine the data with other proprietary and third-party data and/or information to create Derived Data;
b) allow access to the Derived Data as an integrated component of the Service(s);
c) store the data on its own hardware to facilitate the creation of Derived Data and the provision of the Service(s).In any case, the Client may not use the Service, even if Derived Data is created, to promote, market, or provide services in any form that competes with Matchplat’s services or otherwise violate the intellectual property rights of Matchplat or third parties.
13.4.2 The duration of the license corresponds to the period of the Service as specified in the Supply Proposal and starts from the date the Service is activated.
13.5 The Client is not granted any rights to reproduce, modify, translate, adapt, rework, or decompile the Matchplat database and/or third-party Licensor databases or their automated processes and AI algorithms.
13.6 In case of improper and/or unauthorized use of the data, the Client is required to promptly notify Matchplat and agrees to indemnify and hold Matchplat harmless from any and all claims or demands from third-party Licensors for damages caused to them. In such cases, Matchplat may interrupt the Service and access to all data.
13.7 The Client acknowledges and agrees that Matchplat, considering its intellectual property rights under this Contract, has the right, by providing at least 7 (seven) days’ notice, to conduct audits and inspections, either remotely or by visiting the Client’s premises, to verify the Client's compliance with the obligations undertaken. These audits will be carried out in a manner that does not hinder the Client’s normal business operations.

Final Provisions
‍14.1 The Contract supersedes and replaces any previous agreements between the Supplier and the Client. No modification, amendment, or additional clause to the Contract shall be valid and effective between the Parties unless specifically and expressly approved in writing by both.
14.2 The potential ineffectiveness and/or invalidity, in whole or in part, of any provision of the Contract shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
14.3 The Client acknowledges and agrees that Matchplat may communicate to third parties and/or disclose in any form the data related to the Contract (e.g., but not limited to: the subject, duration, and Client’s name) as a commercial reference to promote its products or services.

Contacts and Communications
‍Any communications regarding the provision of the Service and/or changes to the Client's contact details should be addressed to:Matchplat S.r.l., Via Zanica 19/K, 24050 Grassobbio (BG), Italy, via registered mail A.R. or to the PEC address: matchplat@pec.it

Data Processing
‍Since the provision of the Services may involve the processing and transfer of personal and demographic data, the Parties agree to process such data exclusively within the scope of normal business activity and in accordance with the objectives of this proposal, committing to implement all necessary actions to comply with EU Regulation 2016/679 (GDPR) and the applicable national legislation.All personal data provided by each party will be processed based on the lawful grounds set forth in Article 6(1), paragraphs b) and c) of the Regulation (“... the processing is necessary for the performance of a contract to which the data subject is party or for the implementation of pre-contractual measures taken at the request of the data subject ... the processing is necessary for compliance with a legal obligation to which the controller is subject...”).Such data may also be communicated to third parties in Italy and/or abroad, including outside the European Union, if necessary for the fulfillment of obligations, rights, and duties related to the execution of this contract. The Parties also acknowledge the rights granted to them under the applicable legislation.By formalizing the Contract, the Client declares and guarantees to Matchplat that they have informed their employees, collaborators (and any other person involved in providing data to Matchplat) of the contents of the privacy notice received, within their internal procedures and/or by any other means deemed appropriate.Although the Service mainly involves data from legal entities related to third parties, it is possible that some personal data (e.g., name, surname, contact email/phone of individuals) related to persons holding specific roles within such entities (e.g., directors, partners, department heads, etc.) will also be involved. It is understood that a legal and/or economic relationship exists between a natural person and a legal entity (e.g., a company) when one or more of the following situations occur: the person participates in a company via ownership or control of shares or stocks; or the person exercises effective management, direction, or control powers within a company. If such information is involved, it is clarified that such data will come from public records, lists, acts, or documents accessible by anyone or publicly available (public sources) or provided directly by the data subjects. Such data will be processed within the limits and according to the procedures established by applicable laws for the disclosure, use, and publicity of such data and will not belong to the categories of sensitive data (Article 9 of Regulation 679/2016/EU) or criminal conviction and offenses data (Article 10 of Regulation 679/2016/EU). The data will not be subject to evaluative processing (either automated or manual) to assess the solidity, solvency, or reliability of the subject but will be provided solely for commercial information purposes to assist the Client in obtaining publicly available information on companies within the specified target and for identifying suitable entities for establishing new business relationships and managing pre-contractual relations. The lawful basis for processing the personal data described herein for the stated purposes is legitimate interest (Article 6, paragraph 1, letter f of Regulation 679/2016/EU). It is specified that any further action the Client may take using the personal data provided under this service will require an independent verification of the lawful basis for such use, which is outside the scope of this Contract.It is agreed that for the processing of any personal data related to individuals within the companies subject to the service (e.g., contact data of directors, representatives, etc.), the Parties acknowledge that they will act as independent data controllers, each within their respective scope of competence.

Governing Law and Jurisdiction
‍17.1 The Contract is governed exclusively by Italian law.
17.2 Any dispute regarding the interpretation, execution, and resolution of this Contract shall be exclusively subject to the jurisdiction of the Court of Milan, excluding any alternative or concurrent jurisdiction.