Terms And Conditions

1. Introduction and Scope
These Terms and Conditions and Service Level Agreement (“Agreement”) govern the provision of services by UESE ITALIA S.p.A. (“UESE” or the “Company”), including consultancy, training, certification, cybersecurity solutions, and Virtual Private Network (VPN) services with rotating IP infrastructure.

By accessing or using the services, the client (“Client”) agrees to be bound by this Agreement.

2. Description of Services
UESE provides professional and technological services including:
• consultancy and compliance services
• training and certification programs
• cybersecurity solutions
• VPN services with rotating IP infrastructure across approximately 25 global servers

VPN services are designed to enhance security, confidentiality, and resilience of network communications.

3. Acceptable Use Policy
The Client agrees not to use the services for:
• unlawful or fraudulent activities
• unauthorized access to systems or data
• distribution of malware or harmful content
• infringement of intellectual property rights
• actions that compromise network integrity

UESE reserves the right to suspend services in case of violation.

4. VPN Services – Specific Conditions
VPN services include encrypted routing and rotating IP allocation.

The Client acknowledges that:
• the service is intended for cybersecurity purposes only
• UESE does not guarantee absolute anonymity
• performance may vary due to external network conditions
• geographic IP availability is not guaranteed

5. Third-Party Infrastructure
VPN and certain cybersecurity services rely on third-party infrastructure providers.
UESE ensures contractual compliance and security standards but is not liable for failures beyond reasonable control.

6. Fees and Payment Terms
Services are provided under agreed commercial terms.
Invoices must be paid within agreed deadlines.
Failure to pay may result in service suspension.

7. Data Protection
All personal data are processed in accordance with applicable data protection laws and UESE Privacy Policy.
Technical data may be processed to ensure service functionality and security.

8. Limitation of Liability
UESE shall not be liable for indirect or consequential damages, including loss of data or profits.
Total liability is limited to the fees paid for the service in the relevant contractual period.

9. Termination
UESE may suspend or terminate services in case of:
• breach of Agreement
• security risks
• legal obligations

The Client may terminate services according to contractual notice terms.

10. Governing Law
This Agreement is governed by Italian law.
Disputes shall be subject to the jurisdiction of Italian courts.

SERVICE LEVEL AGREEMENT (SLA)

11. Service Availability
UESE commits to a target service availability of 99.5% uptime per calendar month for VPN services, excluding scheduled maintenance and force majeure events.

Availability is calculated as:
(Total Time – Downtime) / Total Time × 100

12. Scheduled Maintenance
Scheduled maintenance may occur periodically and will be communicated in advance where possible.
Maintenance windows are excluded from uptime calculations.

13. Incident Management and Response Times
UESE classifies incidents as follows:

• Critical (service unavailable): response within 4 hours
• High (major degradation): response within 8 hours
• Medium (partial issue): response within 24 hours
• Low (minor issue): response within 48 hours

Response time refers to initial acknowledgment and start of remediation.

14. Service Performance
UESE ensures reasonable efforts to maintain:
• stable VPN connectivity
• secure encrypted data transmission
• optimized routing through available servers

However, UESE does not guarantee specific bandwidth, latency, or uninterrupted performance due to dependency on global network infrastructure.

15. Support Services
Support is provided via:
• email support channels
• ticketing systems (if applicable)

Support availability: standard business hours unless otherwise agreed.

16. Service Credits
In case of failure to meet the uptime commitment, the Client may be eligible for service credits as follows:

• Availability between 99.0% – 99.5% → 5% service credit
• Availability between 98.0% – 99.0% → 10% service credit
• Availability below 98.0% → 20% service credit

Service credits:
• apply to future invoices only
• must be requested within 30 days
• represent the sole remedy for SLA breaches

17. Security and Compliance
UESE adopts security measures aligned with recognized standards, including:
• encryption protocols
• access control mechanisms
• monitoring and incident response systems

Third-party providers are subject to due diligence and contractual compliance obligations.

18. Exclusions
The SLA does not apply to service interruptions caused by:
• Client-side misconfiguration or misuse
• internet service provider failures
• force majeure events
• unauthorized or illegal use of services

19. Force Majeure
UESE is not liable for failure to meet SLA obligations due to events beyond its control, including cyberattacks, infrastructure outages, or natural disasters.

20. Final Provisions
This SLA forms an integral part of the Agreement.
In case of conflict, specific contractual terms agreed with the Client shall prevail.