This document governs the terms and conditions ("Terms and Conditions") of access and use by users ("Users") of the TETHYS service ("Service") offered by Centrale Evaluation Srl, with registered office in via Arduino 11 /B, 00162 Rome, VAT number IT13667401007 (“Evaluation Center” and/or “Owner” and/or “Supplier”), through its digital platform that can be used by Users via IT application/internet access (“App”)

Definitions

To allow complete understanding and acceptance of this document, the following terms, singular and plural, will have the meaning indicated below:

• Holder: Centrale Evaluation srl, with registered office in via Arduino 11/b, VAT number / Fiscal Code IT13667401007, fully paid-up share capital 100,000, PEC address centralassessment@legalmail.it; Rome Company Registry Office, registration no. RM 1464525
  Share capital 100,000 Euros iv
• Application: the TETHYS website and/or application
• Products: digital products (content and services provided in digital format), services sold by the Owner
• User/Professional User: the adult natural person or legal person who concludes a contract for the performance or needs of his entrepreneurial, commercial, artisanal or professional activity
• Third Party Supplier: the natural or legal person, other than the Owner, who offers the Products through the Application acting in the exercise of their commercial, artisanal or professional business activity
• Contents: any textual or multimedia element present on the Application, for example graphic and numerical processing, images, communications etc.
• Conditions: this contract which governs the relationships between the Owner and the Users and the sale of the Products/services offered by the Owner through the Application.
• Service means remote access and use by the User of computer programs made available and managed by the Supplier including information services, alerts, suggestions, reporting, communication, graphic processing, images.
• Software means the IT tools developed by Centrale Evaluation to allow or facilitate the use of the Service, including activity recording, digital tracking, activity management and commercial operations.

• Detailed information on the Application offering

The Application provides Users with a support and consultancy service for the management of the agricultural business through the processing of satellite, meteorological and other data, carried out through computer programs made available and managed by the Supplier including information, alert, suggestions, reporting, communication.

 The Service is based on the processing of information collected by the Supplier and provided by the User, with the aim of better managing the agricultural activity by the User. The user undertakes, as an essential condition for the correct use of the application and the services rendered, to provide the technical information requested by the APP (e.g. data on irrigation carried out), necessary for correct provision of the Service, ensuring that these are updated , complete and truthful (“Technical Information”), and to update it promptly and constantly.

If the User provides false, inaccurate, not current or incomplete information, the Supplier declines any responsibility with respect to the effectiveness of the Service and the accuracy of the processing made available by the Evaluation Center in favor of the User.

The User is solely responsible for updating his/her registration data and Technical Information and hereby acknowledges that the Supplier cannot be held responsible for any consequences resulting from failure to update and/or their inaccuracy or incompleteness.

• Scope of application of the Conditions

Use of the Application constitutes acceptance of the Conditions by the User. If the User does not intend to accept the Conditions and/or any other note, legal notice, information published or referred to therein, he/she may not use the Application or the related services.

The Conditions can be modified at any time.

The applicable Conditions are those in force on the date of transmission of the purchase order or request for supply of a Product.

Before using the Application, the User is required to carefully read the Conditions and save or print them for future reference.

The Owner reserves the right to vary at its own discretion, at any time even after the User's registration, the graphic interface of the Application, the Contents and their organization, as well as any other aspect that characterizes the functionality and management of the 'Application, communicating to the User, where necessary, the relevant instructions.

• Purchase via the Application

All the Services offered through the Application are described in detail in the relevant product pages (quality, characteristics, availability, price, supply times, additional charges, etc.). There may be some errors, inaccuracies or small differences between what is published on the Application and the actual Product. Furthermore, any images of the Services are only representative and do not constitute a contractual element.

Purchases of one or more Services via the Application are permitted exclusively to Professional Users.

The offer of the Services via the Application constitutes an invitation to offer and the order sent by the User will be valid as a contractual purchase proposal, subject to confirmation and/or acceptance by the Owner as described below. Therefore, the Owner will have, at his sole discretion, the right to accept or not accept the User's order without the latter being able to object or complain about anything for any reason and/or reason.

The contract for the sale of the Services is concluded with the acceptance by the Owner of the User's contractual proposal. The Owner will accept the User's contractual proposal by sending the order confirmation to the email address indicated by the User, which will contain the date of the order, the User's data, characteristics and availability. of the Service, the price or method of calculating the price, any further additional charges and taxes, supply and execution times, the methods for exercising the right of withdrawal or its possible exclusion and the guarantee.

The contract for the sale of Services is not considered effective between the parties in the absence of what is indicated in the previous point.

In the event that the Service is not available, the Owner will inform the User of the new delivery or supply terms, asking whether he intends to confirm the order or not. It is understood that the contract will be considered finalized in relation to the Services accepted by the Owner.

The User undertakes to verify the correctness of the data reported in the order confirmation and to immediately communicate any errors to the Owner and will keep a copy of their order, the relevant confirmation and the Conditions.

• Registration

To use the features of the Application, Users must register via the Website https://www.tethys-app.com or the App by providing, truthfully and completely, all the data requested in the relevant registration form and fully accepting the privacy policy (https://tethys.farm/privacy) and these Conditions.

The User is responsible for safeguarding his/her access credentials which must be used exclusively by the User and cannot be transferred to third parties. The User undertakes to keep them secret and to ensure that no third party has access to them and to immediately inform the Owner if he suspects or becomes aware of any improper use or improper disclosure of them.

The User guarantees that the personal and technical information provided during the registration procedure is complete and truthful and undertakes to hold the Owner harmless and harmless from any damage, compensation obligation and/or sanction deriving from and/or in any way connected to the violation by the User of the rules on registration on the Application or on the preservation of registration credentials.

• Account cancellation and closure

The Registered User may stop using the Application at any time and deactivate their account or request its cancellation through the Application interface, if possible, or by sending a written communication to the e-mail address support@tethys.farm.

In case of violation by the User of the Conditions or of the applicable legal provisions, the Owner reserves the right to suspend or close the User's account at any time and without notice.

• Subscription/Purchase of Services

The Application offers subscription Services. The features and subscription methods are detailed in the Application.

To sign up for the subscription, the User must follow the procedure indicated in the Application and enter the requested data. Any subscription costs will begin on the date specified and with the frequency indicated at the time of subscription.

The subscription is renewed according to the methods and times indicated in the Application.

Users can deactivate the renewal through the Application or by sending a communication to the email address support@tethys.farm or by changing the preferences of the payment method used.

• Trial period.

The User is reserved the possibility of using some Services offered for a limited trial period of use which, depending on the circumstances, may be free or at a discounted price.

The characteristics of the trial period are specified in the Application.

The User may withdraw from the trial at any time, without any commitment or cost, via the Application interface, if possible, or by sending a written communication to the e-mail address support@tethys.farm before the end of the trial period in order to avoid charges.

At the end of the trial period, if the User has not exercised the right of withdrawal referred to above, the subscription will be considered automatically subscribed and the entire cost indicated when requesting the trial period will be charged.

The Owner reserves the right to modify or terminate trial periods, at any time, without notice and at its sole discretion.

• Prices and payments

For each Product/Service the price and VAT, if due, are indicated. If the nature of the Product makes it impossible to calculate it in advance, the methods for calculating the price are indicated.

Furthermore, any taxes and additional expenses which may vary depending on the payment method used will be indicated. If these expense items cannot reasonably be calculated in advance, there will be an indication of which expenses will be charged to the User.

The Owner reserves the right to modify, at any time, the price of the Services and any additional costs. It is understood that any price changes will in no case affect contracts already concluded before the change.

The User undertakes to pay the price of the Product in the times and ways indicated in the Application and to communicate all the necessary data requested.

The Application uses third-party tools for payment processing and does not in any way come into contact with the payment data provided (credit card number, owner's name, password, etc.).

If these third-party tools deny payment authorization, the Owner will not be able to provide the Services and cannot be held responsible in any way.

• Billing

The User who wishes to receive the invoice will be asked for the billing data. For the issuance of the invoice, the information provided by the User will be considered as valid, which he declares and guarantees to be truthful, granting the Owner the fullest indemnity in this regard.

• Methods of provision of digital services

The Owner will provide the Service to the User, in the manner and within the terms indicated on the Application and reported in the order confirmation.

If, as part of the "Watch" monitoring service, meteorological events (cloud cover) do not allow effective processing of a significant number of satellite images during the agricultural season, the Data Controller declares himself available from now on to reimburse the equivalent of the cost of the unused service. 

• Users' right of withdrawal from the purchase of digital products and services

The Professional User has the right to withdraw without any penalty and without specifying the reason within 14 days starting from the date of conclusion of the contract, by sending a written communication to the e-mail address support@tethys.farm, using the optional withdrawal form referred to in the following article or any other written declaration.

In case of withdrawal exercised correctly, the Owner will refund the User the payments received for services not yet rendered/products not delivered, in the same payment methods used by the User for the initial transaction, without undue delay and in any case within 14 days from the date in which the User communicated to withdraw from the contract.

You acknowledge and agree that you will lose your right of withdrawal after downloading or using a Digital Product/Service.

The User acknowledges and agrees to lose the right of withdrawal after the provision of a service. Where the provision of the service has not been completely performed and the User wishes to withdraw from the contract, he remains obliged to pay the Owner an amount proportional to what has been performed up to the moment in which he exercised the right of withdrawal.

The User acknowledges and accepts that withdrawal from a subscribed subscription does not entail the refund of the amounts relating to the Services already used or provided.

• Cases of exclusion of the User's right of withdrawal

The right of withdrawal from the sales or supply contract of the Services by the User is excluded in the event of failure to fulfill the obligations set out in this document.

For further clarifications contact the Owner at the e-mail address support@tethys.farm

• Optional form to exercise the right of withdrawal

The User can withdraw using the following form which must be completed in its entirety and sent to the e-mail address support@tethys.farm before the withdrawal period expires:

I hereby communicate the withdrawal from the sales or supply contract relating to the following product __________
 Order number:_______
 Ordered on: _______
 Name and surname: _______
 Address: ______
 Email associated with the account from which the order was placed: ____________________
 Date: __________
  

• Content posted by Users

The User can upload Contents to the Application, provided that they are not illicit (i.e. obscene, threatening, defamatory, pornographic, abusive or in any way illegal or violate the privacy, intellectual and/or industrial property rights of the Owner and/or third parties ), misleading, or are not otherwise harmful to the Owner and/or third parties or do not contain viruses, political propaganda, commercial solicitation, mass e-mails or any other form of spamming. In the event of a dispute by third parties, the User assumes full responsibility and undertakes to hold the Owner harmless and harmless from any damage, loss or expense.

The User guarantees that the Contents are sent to the Application via his account by adults. For minors, the sending of Contents must be examined and authorized by the parents or those exercising parental responsibility.

The User is totally and exclusively responsible for the use of the Application with regard to the functions of publication, consultation, management of the Contents and contact between Users and is therefore the sole guarantor and responsible for the correctness, completeness and lawfulness of the Contents. and their own behavior.

It is forbidden to use an email address that is not owned by the User, use the personal data and credentials of another User in order to steal their identity, or otherwise misrepresent the origin of the Contents.

The Owner is not able to ensure precise control over the Contents received and reserves the right at any time to delete, move, modify those which, in his discretion, appear illicit, abusive, defamatory, obscene or harmful to the rights of author and trademarks or in any case unacceptable.

Users grant the Owner a non-exclusive right of use on the Content sent, without limitations of geographical areas. The Owner may therefore, directly or through trusted third parties, use, modify, copy, transmit, extract, publish, distribute, publicly perform, disseminate, create derivative works, host, index, store, annotate, codify, modify and adapt ( including without limitation the right to adapt for transmission by any means of communication) in any form, any Content (including images, messages, including audio and video) that may be sent by the User, including through third parties.

The Content sent will not be returned and the Owner will not be liable to Users for the loss, modification or destruction of the Content transmitted.

The following is expressly prohibited, unless expressly authorized by the Owner: i) the use of automatic ad loading systems, except those expressly authorised, ii) the serial publication and/or management of adverts on behalf of third parties by any means or method, iii) resell the Owner's services to third parties.

• Industrial and Intellectual Property Rights

All contents of the Application and the service, including texts, documents, trademarks, logos, images, graphics, their arrangement and their adaptations are protected by copyright law and trademark protection legislation. The Application may also contain images, documents, logos and trademarks of third parties who have expressly authorized the Owner to publish them on the Application. Except for strictly personal uses, it is not permitted to copy, alter, distribute, publish or use the Contents without specific authorization from the Owner.

The Supplier grants the User a limited, non-exclusive license to use the TETHYS software (web or mobile), which excludes any ownership rights.

The user's right to use the TETHYS services (elaborations, photos, diagrams, indications, alerts, etc.) in favor of third parties, even free of charge, is expressly denied, unless written consent is given by the Supplier.

Attempts to copy, in whole or in part, reverse engineer any of the Supplier's software or services are strictly prohibited, unless the written consent of the Supplier is granted.

The use of the Software and/or the Service of the Supplier implies the full responsibility of the User not to infringe any intellectual property of the Supplier.

The User is expressly prohibited from accessing TETHYS through a VPN or proxy server.

The User may not carry out activities aimed at using the TETHYS brand, to prejudice or weaken the rights of the Brand Supplier and to claim rights over the brand.

• Exclusion of warranty

The Application is provided "as is" and "as available" and the Owner does not provide any express or implicit guarantee in relation to the Application, nor does it provide any guarantee that the Application will satisfy the needs of the Users or that it will not have will never be interrupted or will be error free or will be free of viruses or bugs.

The Owner will endeavor to ensure that the Application is available uninterruptedly 24 hours a day, but cannot in any way be held responsible if, for any reason, the Application is not accessible and/or operational at any time or for any period . Access to the Application may be suspended temporarily and without notice in the event of system failure, maintenance, repairs or for reasons completely beyond the control of the Owner or for events of force majeure.

• Limitation of Liability

The Owner cannot be held responsible towards the User, except in the case of willful misconduct or gross negligence, for disservices or malfunctions connected to the use of the Internet outside of its control or that of its suppliers.

Furthermore, the Owner will not be responsible for damages, losses and costs suffered by the User following failure to execute the contract for reasons not attributable to him, the User having the right only to a possible full refund of the price paid and any additional charges supported.

The Data Controller assumes no responsibility for any fraudulent or illicit use that may be made by third parties of credit cards and other means of payment, as it does not come into contact in any way with the payment data used (number of credit cards, owner's name, password, etc.)

The Owner will not be responsible for:

• any loss of economic opportunities and any other loss, even indirect, possibly suffered by the User which is not a direct consequence of the violation of the contract by the Owner;
• any economic, commercial, direct or indirect damages of any nature that the User may, or third parties may, suffer in relation to or depend on the use of the Service and/or the Platform;
• any damages related to the User's failure to use the Service and/or the Platform.
• incorrect or unsuitable use of the Application/Service by Users or third parties and for the inadequacy of the Service and/or the Platform in relation to the achievement of specific objectives or results by the User;

Without prejudice to the mandatory limits of the law as well as what is agreed in this article, the User acknowledges that the maximum limit of liability of the Supplier for ascertained damages of any kind and for any reason consequent and in any case connected to the Service, is constituted by the reimbursement of the amount paid by the User as an annual fee, excluding the right to compensation for any greater damage.

• Major force

The Data Controller cannot be held responsible for failure or delayed fulfillment of its obligations, for circumstances beyond the reasonable control of the Data Controller due to events of force majeure or, in any case, to unforeseen and unforeseeable events and, in any case, independent of its will. .

The fulfillment of the obligations by the Owner will be considered suspended for the period in which force majeure events occur.

The Data Controller will carry out any action in its power in order to identify solutions that allow the correct fulfillment of its obligations despite the persistence of force majeure events.

• Links to third party sites

The Application may contain links to third-party sites/applications. The Owner has no control over them and, therefore, is in no way responsible for the contents of these sites/applications.

Some of these links may lead to third-party sites/applications that provide services through the Application. In these cases, the general conditions for the use of the site/application and for the use of the service prepared by third parties will apply to the individual services, with respect to which the Owner assumes no responsibility.

• Privacy

The protection and processing of personal data will take place in accordance with the Privacy Policy which can be consulted on the page https://tethys.farm/privacy

• Applicable law and competent court

The Conditions are subject to Italian law.

For Professional users, the Court of Rome is competent for any dispute relating to the application, execution and interpretation of these Conditions.

For Consumer Users, any dispute relating to the application, execution and interpretation of these Conditions will be referred to the court of the place where the Consumer User resides or has elected domicile, if located in the territory of the Italian State, without prejudice to the right of the User Consumer to appeal to a judge other than that of the "consumer forum" pursuant to art. 66 bis of the Consumer Code, competent for the territory according to one of the criteria set out in the articles. 18, 19 and 20 of the civil procedural code.

This is without prejudice to the application to Consumer Users who do not have their habitual residence in Italy of any more favorable and mandatory provisions provided for by the law of the country in which they have their habitual residence, in particular in relation to the deadline for exercising the right of withdrawal, the deadline for returning the Products, in case of exercise of this right, the methods and formalities of communicating the same and the legal guarantee of conformity.

• Online dispute resolution for Consumer Users

The Consumer User resident in Europe must be aware of the fact that the European Commission has established an online platform that provides an alternative dispute resolution tool. This tool can be used by the Consumer User to resolve non-judicial disputes relating to and/or deriving from contracts for the sale of goods and supply of services stipulated online. Consequently, the Consumer User can use this platform to resolve any dispute arising from the contract stipulated online. The platform is available at the following address: ec.europa.eu/consumers/odr/

Date 01/06/2023