13.1 Business use only
The Service is intended exclusively for business and professional use. Nothing in these Terms is meant to override mandatory consumer-protection rights, but SoftAgile does not target consumer users.
13.2 Governing law
These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of Italy, without giving effect to any choice-of-law rules.
13.3 Disputes – EU / UK / EFTA Customers
For Customers whose registered office is located within the European Union, Switzerland, Norway, Iceland or the United Kingdom, any dispute arising out of or relating to these Terms, the Subscription or the Service shall be submitted to the exclusive jurisdiction of the courts of Milan, Italy. The parties irrevocably consent to such jurisdiction and waive any objection based on forum non conveniens.
13.4 Disputes – non-EU Customers (arbitration)
For Customers whose registered office is located outside the territories listed in section 13.3, any dispute, controversy or claim arising out of or relating to these Terms, including their validity, breach, termination or interpretation, shall be finally settled by arbitration administered by the Arbitration Chamber of Milan (Camera Arbitrale di Milano) in accordance with its rules in force at the time the arbitration is commenced. The seat of arbitration shall be Milan, Italy, the language shall be English, and the arbitral tribunal shall consist of a sole arbitrator.
13.5 Class actions
To the maximum extent permitted by law, each party waives any right to participate in any class, collective or representative action against the other relating to these Terms or the Service.
13.6 Force majeure
Neither party shall be liable for failure or delay in performing its obligations due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, Internet or telecommunications failures, power outages, governmental actions or pandemics, provided that such party uses commercially reasonable efforts to mitigate the effects and resume performance as soon as practicable.
13.7 Changes to the Service and Terms
SoftAgile may modify the Service from time to time, including adding or removing features, provided that the core functionality of OrgChart-Agile as an org-chart and organisational-design tool remains substantially preserved during an active Subscription term. Major changes that significantly reduce functionality will be communicated in advance and, where appropriate, Customer may choose not to renew at the next renewal date.
SoftAgile may update these Terms to reflect legal, technical or commercial developments. Updated Terms will be posted online with a revised “Last updated” date. For material changes, SoftAgile will notify Customers via email or via the Service. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the changes.
13.8 Assignment and subcontracting
Customer may not assign or transfer its rights or obligations under these Terms without SoftAgile’s prior written consent. SoftAgile may assign these Terms, in whole or in part, to an Affiliate or as part of a merger, acquisition, corporate reorganisation or sale of substantially all of its assets, provided that such assignee assumes SoftAgile’s obligations.
SoftAgile may use subcontractors and subprocessors (including hosting providers) to perform its obligations, remaining responsible for their performance to the same extent as for its own acts and omissions.
13.9 Entire agreement and precedence
These Terms, together with any Contract, Order Forms, the applicable Plan description, the Privacy Policy, any DPA and any SLA or ESLA expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, understandings or representations, whether oral or written.
Where a Contract or Order Form expressly modifies or supplements these Terms, the provisions of that Contract or Order Form shall prevail over these Terms to the extent of any direct conflict.
13.10 Language
These Terms are drafted in English. Translations, if provided, are for convenience only. In case of discrepancy, the English version shall prevail.
13.11 Reference customers
Unless Customer notifies SoftAgile in writing to the contrary, SoftAgile may identify Customer as a user of OrgChart-Agile in marketing materials, presentations, proposals and on its websites, and may use Customer’s name and logo for this purpose in accordance with Customer’s reasonable brand-usage guidelines. This does not authorise disclosure of Confidential Information or Customer Data.