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Organisation contract

 

1. Parties

1. WeSchool S.r.l., with registered office at Via Guido Reni 42, 20133, Milan, tax code and VAT no. 07236760968, and Milan Companies Register No. MI-1946066 (“WeSchool”).

 

2. Organisation, which can alternatively be a school, university, company, public authority or organisation, non-profit organisation, self-employed or any other legal entity (“Organisation”).

2. Platform

1. WeSchool has created and is the exclusive owner of an online platform called “WeSchool” (“Platform”) aimed at promoting access to culture and education, which allows various forms of interaction between users for sharing their knowledge and skills within an interactive community, in which everyone can be both creator and user of educational, training and professional services (“Services”). 

 

2. The users of the Platform are both the subjects who create and make available on the Platform their Services and subjects who search for and use the Services on the Platform (“Users”). 

 

3. The Platform allows the creation of groups of Users, identified by specific codes, that can be participated only by the Users receiving the relevant invitation (“Group”).

 

4. For accessing the Platform, each User shall create a personal account (“Account”) and execute the terms and conditions of service (“Users T&C”) and the privacy policy (“Users Privacy Policy”).

3. Scope and execution of the Contract

1. By executing this contract (“Contract”), upon the payment of the price (if any), the Organisation purchases a maximum number of licenses of the Platform to be used by Users belonging and/or connected to the same Organisation, according to the plan autonomously chosen by the Organisation during the purchase procedure as better detailed in article 4 below (“License”).

 

2. All the personal data provided by the Organisation will be processed by WeSchool according to the privacy policy as per articles 13 and 14 of Regulation (EU) 2016/679 of 27 April 2016 (“GDPR”), that is accessible on the purchase procedure (“Privacy Policy”).

 

3. The Contract and the Privacy Policy are executed electronically by means of the “point and click” mechanism (i.e. with the affixing of “flags” on boxes that are not pre-selected). The Organisation will receive the Contract and the Privacy Policy by e-mail and is invited to download and save both documents in a durable version.

 

4. The individual executing this Contract in the name and on behalf of the Organisation represents and warrants to have the powers to act in the name and on behalf of the Organisation and to cause the Organisation to be subject to this Contract, in compliance with the law and the bylaws and/or internal regulation of the Organisation.

4. Characteristics of the Organisation Licenses

1. During the purchase procedure, the Organisation is free to select the following terms and conditions of the plan of the Licenses (“Plan”): i) maximum number of Licenses (“Maximum Threshold”); ii) type of Organisation (e.g. school, company, public authority); and iii) billing period (e.g. month, year). 

 

2. The Licenses are anonymous, and the Organisation is free to select, within the Maximum Threshold, the Users that will use the Licenses (“Selected Users”). During the Contract, the Organisation may modify the Selected Users, by increasing or decreasing the number of Selected Users (always within the Maximum Threshold) or by substituting Selected Users with new Selected Users.

 

3. The Licenses can be used inside an unlimited number of Group linked to the Organisation and they are managed by the Selected User having the role of “administrator” of the Organisation.

5. Price and terms of payment

1. The price of the Plan (if any) is shown in the purchase procedure and vary according to the type of Plan (e.g. lite, pro, enterprise) and the Maximum Threshold (“Price”). WeSchool may update the Price, provided that the new Price will be applicable only starting from the following billing period without prejudice to article 13.1.3 below. 

 

2. If the number of Selected Users using the Licenses is lower than the Maximum Threshold selected by the Organisation in the purchase procedure, the Price will not change and the Organisation will pay the Price indicated in the purchase procedure. This article applies also in case a lower Maximum Threshold may be applicable to the Licensed used by the Selected Users of the Organisation. 

 

3. If, on the other hand, the number of Selected Users using the Licenses is higher than the Maximum Threshold, WeSchool will immediately inform the Organisation. In case the Organisation continues exceeding the Maximum Threshold after WeSchool’s notice, the Price will be automatically increased in accordance with the Price provided for the applicable Maximum Threshold of the same Plan. WeSchool will inform the Organisation and the new Price will be immediately applicable starting from the billing period in which the Maximum Threshold has been exceeded. Consequently, for sake of clarity, if the Organisation in the purchase procedure selected the Plan “pro” and the Maximum Threshold of 250 (two hundred fifty) and, notwithstanding WeSchool’s notice, the number of Selected Users using the Licenses is 280 (two hundred eighty), starting from the billing period where the Selected Users are 280 (two hundred eighty), the Organisation will pay the Price for the Maximum Threshold applicable to 280 (two hundred eighty) that is 500 (five hundred) Licenses of the same Plan “pro”.

 

4. Payments are made through the means selected by the Organisation in the Platform (e.g. bank transfer, credit card, debit card). The Organisation gives any appropriate consent to initiate and submit any payment instruction on its behalf to the payment service provider and, if requested, the Organisation shall adhere to the general terms and conditions of service and the privacy policy of the payment service provider, which governs the business relationship that is established and exists directly between the Organisation and the payment provider.

 

5. The payments shall be made within the expiry date of the billing note. WeSchool may immediately suspend the Contract if the Organisation does not pay within that period.

6. Intellectual property

1. For encouraging the participation and involvement of the Organisation and the Selected Users, the Platform collects user-generated content, such as text, images, audio, video, interactive features or a combination of the aforementioned elements (“Content”). The Service includes the Content of all the Users of the relevant Group.

 

2. The Contents published on the Platform, if are not in the public domain, may include authorial and / or creative material subject to the protection provided for copyright and similar rights pursuant to the applicable law (“IP Material”). 

 

3. The ownership of the moral right to be recognized as the author of the IP Material is of the Selected User who uploaded the Content on the Platform or of the different subject indicated by the Selected User on the Platform under his/her sole liability.

 

4. If, by virtue of special agreement in force between the Organisation and the Selected User, the Contents are created in the name and/or behalf of the Organisation (“Organisation Contents”) and/or the economic rights to use the IP Material included in the Organisation Contents pertain to the Organisation, this latter:

 

  • 4.1 for the sole purpose of using the Platform, grants WeSchool with the license and authorization, without time or space limits and free of charge, to modify for technical reasons, publish and circulate on the Platform the Organisation Contents including its IP Material;
  • 4.2 represents and warrants that the Organisation Contents: (i) are not unlawful or fraudulent (e.g. of a violent, pornographic, obscene or discriminatory nature); (ii) do not infringe the rights (including image or intellectual property rights) and interests of third parties (including any other Users); and (iii) are suitable for the training and education of Selected Users;
  • 4.3 shall immediately cancel any Organisation Content that is published or circulated on the Platform in breach of article 6.4.2 above.

 

5. The Organisation undertakes to not download the Contents and/or the Services on its own devices for commercially or non-commercially exploiting the Contents and/or the Services outside the Platform, through, but not limited to, any form of sale, license, rental or publication on other websites of the Contents and/or the Services themselves.

7. Privacy

1. WeSchool is the data controller as per article 24 of the GDPR of the personal data of the data subjects of the Organisation provided in the purchase procedure according to the Privacy Policy.

 

2. With reference to the personal data of the Selected Users collected in the Platform:

 

  • 2.1 if the Organisation is a school or a university, the Organisation will be the sole and autonomous data controller as per article 24 of the GDPR, in accordance with the privacy policy of the Organisation, while WeSchool will be the data processor as per article 28 of the GDPR, upon the prior execution of a separate data processor act that will be sent by e-mail after the acceptance of the Contract; 
  • 2.2 in all the other cases, WeSchool will be the autonomous data controller as per article 24 of the GDPR, in accordance with the Users Privacy Policy. It being understood that the Organisation is free to be a separate and autonomous data controller of the personal data of the Selected Users strictly related to the Services, in accordance with the privacy policy of the Organisation.

 

3. If the Organisation is the sole or the separate data controller as per respectively articles 7.2.1 and 7.2.2 above, the Organisation undertakes to indemnify and hold WeSchool harmless, for the maximum term provided for by applicable law, from any detrimental consequences (including damage and damages claims) that arise directly or indirectly from third-party claims (including those of Selected Users or the authorities) by reason of, or in any case connected with, the breach by the Organisation of the GDPR.

8. Platform IP Rights

1. Organisation acknowledges that WeSchool is the owner or the licensee of the intellectual and industrial property rights concerning the Platform (“Platform IP Rights”) and that the Platform IP Rights are and remain the exclusive ownership of and/or fully available to WeSchool.

 

2. Therefore, Organisation undertakes, at any time during the duration of this Contract, and subsequently, directly or indirectly to:

 

  • 2.1 use the Platform IP Rights solely for the purposes envisaged under this Contract and in accordance with its obligations;
  • 2.2 use the utmost diligence to avoid that third parties, including Users, conduct themselves in such a way that could invalidate or limit the validity or the possibility to use the Platform IP Rights;
  • 2.3 not challenge, directly or indirectly, the validity of the Platform IP Rights or the right, title and interest of WeSchool to the Platform IP Rights;
  • 2.4 not copy, modify or reverse engineer the Platform and the related Platform IP Rights;
  • 2.5 not infringe and/or undermine the Platform IP Rights in any way.

 

3. Organisation undertakes to inform WeSchool immediately in writing of any conduct by third parties (including Selected Users) that is harmful or even potentially harmful to the Platform IP Rights or their use and of which the Organisation become aware of during the period of validity of this Contract.

9. Selected Users’ conduct

1. In the event of the deletion of a Selected User’s Account from the Platform, the content of this Contract and the terms and condition of the Plan of the Licenses will not be affected. For sake of clarity, the Organisation will continue paying the Price applicable to the Maximum Threshold of the Plan selected in the purchase procedure according to article 5.2 above or subsequently applied to the Organisation according to article 5.3 above.

 

2. In light of the connection between the Organisation and the Selected Users, the Organisation undertakes to indemnify and hold WeSchool harmless, for the maximum term provided for by applicable law, from any detrimental consequences (including damage and damages claims) that arise directly or indirectly from third-party claims (including those of other Users or the authorities) by reason of, or in any case connected with: i) the breach by the Selected Users of articles 5.3.2, 5.4, 6.1, 12 of the Users T&C, and ii) the disabling of the Groups of the Organisation caused by the Selected Users’ conduct.

10. Limitation of liability

1. WeSchool guarantees the reasonably correct functioning of the Platform, except in cases in which failures are due to causes not attributable to WeSchool because they arise from circumstances beyond WeSchool’s reasonable control. In any case, the Organisation acknowledges and accepts that, generally, it is in the nature of software products (including the Platform) not to be completely free of errors. Therefore, the Organisation expressly accepts that the possible existence of errors on the Platform does not constitute a breach of WeSchool’s obligations as a result of and/or in connection with the Contract, unless the errors derive from WeSchool’s fraud or gross negligence.

11. Duration, renewal and termination of the Contract

1. The duration of the Contract is equal to the billing period selected by the Organisation in the purchase procedure and the Contract is automatically renewed for the same period, unless, within 30 (thirty) days before the expiration of each renewal term, one of the parties exercise the right to impede the renewal, through a written notice.

 

2. Without prejudice to any additional rights envisaged under the law, WeSchool may immediately terminate the Contract, as per article 1456 of the Italian Civil Code, through a written notice containing a declaration of its intention to exercise this termination clause, if the Organisation breaches one of the following articles: 5.5, 6.4, 6.5 and 8.

 

3. In any case of termination of this Contract, the Groups connected to the Organisation will be closed, it remains understood that the Selected Users will still have access to the Platform, according to the Users T&C.

12. Notices

1. Any notices or communication between the parties shall be made in writing and sent via registered letter with return receipt/via certified email, if they regard the effectiveness and validity of the Contract, or via email if they are of a technical/operational/commercial nature, to the following addresses:

 

  • 1.1 WeSchool: WeSchool Srl – Via Guido Reni 42 – Milan – 20133 – standard email: [email protected] – certified email: [email protected];
  • 1.2 Organisation: mailing address/PEC and email address provided when executing the Contract. Organisation shall keep these addresses updated and ensure that they are accessible.

13. Miscellaneus

1. (Amendments) In the event of an amendment to this Contract, the Organisation acknowledges and agrees that:

 

  • 1.1 if the amendment relates solely to the technical operation of the Platform (e.g. methods of data entry, access, publication or display of the Contents), the same will immediately become effective between the parties, and the Organisation may not raise any objection, recognizing to WeSchool the power to update or improve at any time the features and the operating interfaces of the Platform; 
  • 1.2 if the amendment is required, under penalty of invalidity of one or more provisions of the Contract, by applicable laws and regulations, or is aimed at protecting Organisation and Users from fraud, malware, spam, data breaches or computer security risks, the same will immediately become effective between the parties, and the Organisation may not raise any objection;
  • 1.3 in the other cases, the amendment proposed by WeSchool will become effective only after the expiry of a period of 15 (fifteen) days (or longer if necessary to allow Organisation to make technical or commercial adjustments to comply with the changes) from the notice from WeSchool by e-mail, without prejudice to the Organisation’s right to withdraw to be exercised in the same term, by e-mail. 

 

2. (Tolerance) Any delays, breaches, or partial exercise of the rights envisaged under the Contract, or the tolerance of a breach by one of the parties, will not prejudice in any way the party that holds such rights or who suffers the breach, unless that party has expressly waived its rights in writing.

 

3. (Assignment) The Organisation shall not assign or transfer the Contract to third parties, without the prior written approval of WeSchool. On the contrary, WeSchool may assign or transfer to third parties, in whole or in part and for any reason, the Contract or any rights or obligations arising from it, provided that the Organisation Licenses remain unchanged and that the Organisation is informed within 30 (thirty) days.

14. Applicable law and venue

1. The interpretation, execution and termination of this Contract are governed by Italian law. 

 

2. Any disputes that regard the Contract, including its interpretation, execution and/or termination for any reason, will be submitted to the exclusive jurisdiction of the Court of Milan. The jurisdiction of any other courts is excluded, except in cases in which the court of the public authority or organisation has exclusive jurisdiction.