Terms & Conditions

1. DEFINITIONS

1.1 Capitalized terms used in these Terms and Conditions shall have the following meaning:

1. ‘Account’ each individual access to the Service by means of credentials approved by Prysmian upon User’s registration on behalf of the Client;
2. ‘Administrator’ means any User authorized to accept these Terms on behalf of the Client and to whom the Client assigns, at its sole discretion, super-user privilege including, among others, the management of the roles of the Users;
3. ‘Client’ means the legal entity, sole owner of the company e-mail addresses necessary for the Users to register to Pry-ID, which enters with Prysmian into the agreement set out by these Terms and agrees to be bound by all the obligations established herein for the use of the Service;
4. ‘Content’ means, but is not limited to, any information, texts, data, files, photos, videos or any other kind of digital materials that the Client and the Users can autonomously upload to and process through Pry-ID; 
5. ‘Privacy Laws’ means, collectively, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as well as the Italian Legislative Decree no. 196 of 30 June 2003, carrying the Italian Data Protection Code, as subsequently amended, and any and all applicable provisions, decisions and guidelines adopted by the European Data Protection Board and competent national Data Protection Authority; 
6. ‘Project Owner’ means the person who first created the project within Pry-ID on behalf of the Client;
7. ‘Prysmian’ or ‘We/us/our’ means Prysmian S.p.A., a company duly incorporated under the laws of Italy, with registered office in Milan, via Chiese 6, 20126, VAT number/registration number 04866320965; 
8. ‘Privacy Policy’ means the Pry-ID Privacy Policy available at the following link, as amended from time to time by Prysmian, which shall form a substantial and integral part of these T&C; 
9. ‘Pry-ID’ or ‘Service’ means the web and/or mobile application provided by Prysmian to the Client according to these Terms, aimed to grant the Client digital access, management and monitoring of all project’s installation carried out with Prysmian;
10. ‘T&C’ or ‘Terms’ means these terms and conditions, which govern the provision of the Service by Prysmian to the Client. The T&C shall constitute the commercial and binding agreement between Prysmian and the Client (individually a ‘Party’ and together the ‘Parties’); 

11. ‘User’ means each person who registers to Pry-ID upon Client’s behalf and authorization, including the Administrators, to access and use the Service. Individual Users are those without any affiliation to a company.

     

2. ACCEPTANCE

2.1 By registering to or using the Service, the Client:

1. agrees to be bound by these T&C without any condition or limitation. If the Client disagrees with any part of these Terms, it cannot access and use the Service, unless otherwise authorized in written form by Prysmian; 
2. represents to be not qualifiable as a ‘consumer’ under applicable laws and undertakes to use the Service solely for business purposes, in its exclusive quality as ‘trader’;
3. commits to abide by all the obligations of these Terms for the entire duration of the use of the Service.

2.2 By registering to Pry-ID, each User represents and warrants to be at least 18 years old and to be legally capable of entering into a binding contract pursuant to his/her country’s national applicable legislation. In case of failure to fulfil these conditions, Prysmian shall not be bound to allow the User to access the Service.

2.3 If the Client disagrees with these Terms or any clause thereof, neither the Client nor any User acting on its behalf or under its authority can access or use the Service.

2.4 Should any clause of the Terms be inconsistent with any mandatory laws or regulation applicable in the jurisdiction where the Service is used by the Client, those laws and regulations shall prevail to the extent of the inconsistency.

3. PROVISION OF THE SERVICE

3.1 Upon Client’s registration to Pry-ID and acceptance of these Term, Prysmian will provide the Client with the Service.

3.2 The Service enables digital and remote monitoring by the Client of the installation phases of the Prysmian cables and products purchased by the Client. Pry-ID enables the Client to retrieve product and network information from assets in the field, create digital twins of energy and telecom networks and installations in general, perform audits of the digital twin installations and view stock information for every project.

3.3 The Client is permitted to use the Service solely in accordance with and to the extent permitted by these Terms and any applicable legislation, including but not limited to any laws and regulations in force for the protection of consumers, employees, minors and handicapped people.

4. ACCESS PREREQUISITES

4.1 The Client is solely responsible for obtaining, providing, establishing and maintaining, at its sole cost, all software (including, without limitation, any and all licenses or other rights necessary for using such software), hardware, communication, Internet access and connection, electricity and any other prerequisites that are or may be necessary for the access to and use of the Service (‘Access Prerequisites’).

4.2 Neither Prysmian nor any distributor, agent or reseller on its behalf shall be liable for any Access Requirements, or the provision thereof, or any costs, charges, fees, taxes, rates, or other payments incurred or made in connection therewith.

5. CLIENT’S REGISTRATION, ACCOUNTS AND ADMINISTRATOR

5.1 The Client registers to Pry-ID through its duly authorized Administrator, acting on the Client’s behalf. After creating its own Account and selecting the option to register a company, the Administrator will be required to insert the Client’s details (official name, website, VAT Number, address, city and country) and its personal information (name, email, phone number) and expressly accept these Terms on behalf of the Client. The Client’s corporate registration must then be approved by Prysmian.

5.2 The Client’s Users are required to individually register to Pry-ID by means of their own email address and accept these T&C in order to use the Service. After creating a new Account, the User will be required to disconnect and then log-in again to set-up a two-factor authentication. The Users who registers to Pry-ID must provide accurate, truthful and complete information in connection with each individual Account for which activation is requested and ensure that such information is maintained constantly up-to-date.

5.3 The Client and each of its Users shall bear the exclusive responsibility for safeguarding their individual Account passwords and for maintaining the secrecy and not publishing, disseminating or in any other way making known or available to third parties their credentials to access the Service.

5.4 In the event of registration of more than a single User, the Administrator will be responsible for adding and linking each User to the Client’s profile. Administrators and Project Owners are granted access privileges to the data, to the projects and to all Users registered under the Client’s Account. Administrators and Project Owners will also be empowered to carry out specific tasks, as determined by Prysmian, such as assigning access privileges (e.g. view only permissions, up to full interaction with the installation) to Client’s Users (some of them can only access products’ information, while other can also access one or more projects’ details). The Administrator can also set an expiration date for new Users and terminate the association of a User with the Client’s Account, preventing further access to the Service.

5.5 Users without any affiliation to a Client will be considered individual Users. They can send a request to the Administrator using a company ID to join a company, or they can be invited to join a company by the Administrator. Individual Users can just scan products and see limited information about products.

5.6 The Client shall be exclusively liable for any and all activities carried out under and in connection with its Account on Pry-ID.

5.7 Without prejudice to any obligations arising from applicable Privacy Laws, the Client and the Users shall notify Prysmian immediately and in any case no later than 24 hours (including non-working days) upon becoming aware of any breach of security or unauthorized access to or use of their Accounts.

5.8 The Client must not use its Accounts, or permit them to be used, in any manner which may cause damage to or impair the Service or Prysmian’s reputation or infringe or violate any third-party rights or any applicable laws or regulations.

5.9 The Client shall make reasonable effort to procure that each User complies with all obligations set forth in this Terms, including those relating to confidentiality and secrecy of the credentials associated with each Account, and uses the Service solely for the purposes and to the extent permitted therein.

5.10 Unless prior expressly authorized by Prysmian, the Client is expressly forbidden to extend the use of its Accounts to access the Service to any third parties, including any subsidiary within the same group of companies to which the Client belongs, which have no separate and specific agreement in place with Prysmian under these Terms. We are entitled to suspend or terminate the agreement made with the Client according to the T&C in case of breach of the obligation above.

5.11 Each Account may be eliminated at any time by the relevant User or by the Administrators, bearing in mind that, in this event, Prysmian will not be able to reactivate the Accounts, once cancelled.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All intellectual property rights and titles connected to Pry-ID and its features and functionalities are and shall remain the exclusive property of Prysmian and/or its licensors or assignees. No intellectual property rights are transferred to the Client and the Users, either directly or indirectly, due to the use of the Service.

6.2 After registration to the Service and subject to acceptance of these Terms, the Client and each User is granted a limited, non-exclusive, revocable, non-transferable right to access and use Pry-ID on a SaaS basis and only under the conditions set out herein. The Client acquires no implied license to copy or reconstruct in whole or in part any component, feature and functionality of the Services.

6.3 Upon acceptance of these Terms and without prejudice to the exclusive property of the Client over its Contents, the Client grants Pry-ID a non-exclusive, non-transferable, non-sublicensable, worldwide and royalty-free license to use the Contents uploaded on Pry-ID, provided that compliance is ensured with all Privacy Laws in force, for Service enhancement purposes and to carry out statistical analyses and other kind of aggregated metrics.

7. ACCEPTABLE USE

7.1 Client agrees to use the Service in accordance with any and all laws, statutes, regulations, rules, ordinances, directives and court and governmental orders applicable to the Client (‘Legal requirements’). In addition to the Legal Requirements, the Client and the Users are permitted to access and use the Service only as authorized by Prysmian in accordance with these T&C. In particular, but not limited to, the Client must not:

1. make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, extract information from or create any derivative works of Pry-ID, or any of its features, functionalities, materials, graphics, files, tables or documentation (or any portion of these), or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Service;
2. distribute, license, transfer, market, rent, lease or sell all or any part of Pry-ID or any derivative works thereof, whether or not for profit or consideration, unless with the prior written authorization of Prysmian;
3. interfere with or attempt to interfere with the proper working of Pry-ID, disrupt the Service or any networks connected to the Service, or bypass any measures used to prevent or restrict the access to the same;
4. access the Service other than as permitted under these Terms;
5. incorporate the Service, or any portion of it, into any other programs or products, except as previously agreed with Prysmian in writing;
6. undertake, directly or indirectly, in quality as a developer, provider, consultant, contractor or any other role, even on behalf of third parties, any activities or services corresponding to Pry-ID, except with our prior written authorization;
7. use, or request others to use, automated scripts or other scraping tools to collect information from the Service, or otherwise interact with it;
8. use or attempt to use another Client’s Accounts, or use a false identity or e-mail to register on Pry-ID;
9. use the Service, or any part thereof, for any purpose or in any manner that is illegal or in violation of any applicable law or rights of any third party;
10. remove, modify, change, alter, obscure, or cover any copyright, trademark, patent, or other proprietary notice or marking in or on the Service or any part thereof;
11. use, allow or authorize the use of the Service to share, distribute, or otherwise make available: (i) files that contain viruses, trojans, worms or other material that is malicious or technologically harmful; (ii) any third person’s private information or personal data, unless in compliance with all applicable Privacy Laws; (iii) any Content which infringes or is capable to infringe any third party’s copyright, trademark or other intellectual property right; (vi) any Content which is defamatory of any person, or obscene, offensive or hateful; (v) any Content that would constitute, or encourage for, a criminal offence, dangerous activities or self-harm; (vi) any answers, responses, opinions, analysis or recommendations that the Client is not properly licensed or authorized or otherwise qualified to provide; (vii) Contents which, in our sole discretion, may expose Prysmian, Pry-ID or other Clients to any harm or liability of any type;
12. upload unnecessary Contents that include personal data in cases other than those described in the Privacy Policy (e.g. uploading photos and/or videos from the installation field which capture identified or identifiable persons).

7.2 The Client shall comply with any technical limitations on Pry-ID, without modifying it or any of its processes or functions in any way.

7.3 Prysmian expressly reserves the right to suspend the provision of the Service and the Client’s access to Pry-ID, whenever it becomes aware, or has a well-founded suspicion, that Pry-ID is used by or on behalf of the Client (or its Users), or by a third party with the consent of the Client, for illicit purposes, or in connection with any activity which is not permitted under these Terms.

8. PRIVACY AND DATA PROTECTION

8.1 The Client acknowledges and agrees that, according to applicable Privacy Laws, it shall act as data controller for any processing activity carried out in connection with its use of Pry-ID, or anyway through its Users’ Accounts, including – in particular, but not limited to – with regard to any personal data contained in the Contents uploaded to the Service.

8.2 Prysmian shall act as data controller solely in relation to the processing of the personal data described in the Privacy Policy.

8.3 The Client shall comply, in relation to any processing of personal data deriving from the use of the Service, with all the obligations set forth by the applicable Privacy Laws, with particular but not limited reference to the requirements of information and transparency towards the data subjects and the verification of the existence of a suitable legal basis for each processing activity.

8.4 The Client is exclusively liable for any violation of the Privacy Laws which may arise from, or in any case be associated with, the processing of personal data carried out by the Client by reason of or in connection with the use of Pry-ID and undertakes to indemnify and hold Prysmian and its directors and representatives fully harmless from and against any damages, claims, requests for compensation, legal actions, sanctions, costs incurred (including reasonable legal fees) and more generally any liabilities that may directly or indirectly derive from such violations.

9. DISCLAIMER

9.1 The Client agrees that it will use Pry-ID at its sole and exclusive risk. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, up-time or availability, or implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

9.2 Prysmian does not warrant or represent that:

1. the Service will function uninterrupted or securely;
2. the Service will be available at any particular time or location;
3. any errors or defects will be corrected;
4. the Service is free of viruses or other similar harmful components;
5. the results of using the Service will meet the Client’s requirements.

9.3 Prysmian shall in no way be liable to the Client for the inability to use the Service, when such inability is determined by any reason not directly attributable to Prysmian (by way of example, but not limited to, lack of any Access Prerequisites).

10. LIMITATION OF LIABILITY AND INDEMNITY

10.1 Without prejudice to any other clause of these Terms, Prysmian shall not be liable, except in case of wilful misconduct or gross negligence:

1. for any consequence that may arise or be in any case connected with the failure by the Client and the Users to comply with their obligations under these T&C or the applicable laws, or with any violation by the Client and the Users of third parties’ rights, in connection with the Service (including the Contents);
2. for any consequences or damages, including but not limited to loss of profit, arising out from or related to any improper or negligent use of the Service by the Client and the Users, or any violation by them of any technical instructions provided by Prysmian, or any technical failure connected to or resulting from any Service components or functionalities provided by third parties;
3. for any consequences arising from the lack of accuracy and reliability of the information and personal data provided by the Users during the registration process and, more generally, in connection with their Accounts.

10.2 The Client undertakes to defend, indemnify and hold Prysmian and its directors, employees, agents, contractors and licensors fully harmless from and against any consequences and liabilities, such as but not limited to fines, damages, sanctions, claims for interests or compensations, actions and legal fees, arising from or in any way connected with the occurrence of any of the circumstances set out above.

11. TERMINATION

11.1 The Client can terminate the Service at any time, by requesting Prysmian to delete its Administrator’s Account, subject to the relevant provisions of these Terms.

11.2 Each Party may terminate the Service in the event of a serious breach by the other Party of any of its obligations under these Terms, if it fails to remedy such breach within 30 days from receiving a written request by the fulfilling Party, without prejudice to the latter’s right to claim for any further damages.

11.3 Prysmian is entitled to request at any time the termination of the agreement in force with the Client under these Terms, by sending a written notice to the latter, if the Client violates any of the obligations established in Article 7.1.

11.4 Termination shall in no way limit the right of either Party to pursue any other remedy available under the law.

12. MISCELLANEA

12.1 Entire agreement
These T&C shall constitute the entire agreement between the Parties relating to the Service and shall replace any and all prior conditions, agreements or representations, whether oral or written, relating to the same matter.

12.2 Changes to the Service
The Client acknowledges that the Service and its functionalities may be from time to time modified, such as these T&C, at our sole discretion. Specific alerts will be published by Prysmian within the Service to flag major amendments. Nonetheless, it is Client’s responsibility to regularly read these T&C to check if any changes have been made.

12.3 Assignment
Any rights and obligations conferred to the Client under these Terms must not be assigned to any third party by the Client without the prior written authorization of Prysmian.

12.4 Severability
Should any provision of these T&C be found or declared invalid or ineffective, such provision must be construed by the Parties, to the extent permitted by applicable law, so as to make it effective or otherwise be removed, without affecting the validity and enforceability of all the remaining provisions of these Terms.

12.5 Force Majeure
None of the Parties must be considered liable for any delay or failure to fulfil any of its obligations under these T&C, when such delay or failure results from or is due to an event beyond the reasonable control of this Party, such as but not limited to war, acts of terrorism, rebellions, sabotage, pandemics, natural disasters, explosions, fires, strikes and prolonged suspension of transportation, telecommunications or power, provided that in a reasonably timely manner the Party suffering such event gives written notice to the other Party and makes reasonable efforts to reduce the delay or avoid the default.

12.6 Communications
No notice or other communication under or in any manner relating to this agreement shall be effective, or deemed to have been given, unless the same is made in writing and delivered to the contacts given by each Party to the other.

13. APPLICABLE LAW AND JURISDICTION

13.1 The agreement set out by these Terms is governed by Italian law.

13.2 Any dispute between the Parties relating to the interpretation, validity, execution and termination of any clause of these T&C or, more generally, the contractual relationship regulated herein, shall be subject to the exclusive jurisdiction of the Court of Milan.