General Terms and Conditions for Remote Trading of Educational Content for Personal Use

GENERAL TERMS AND CONDITIONS FOR REMOTE TRADING OF EDUCATIONAL CONTENT FOR PERSONAL USE

1. Definitions
   • The terms in bold will have the following meaning:

"Consumer Code": means Legislative Decree 206/2005/2005 and subsequent changes and additions, including those contained in Legislative Decree 21/2014/2014 pursuant to Directive No. 2011/83/EU on consumer rights.

"Consumer ": means any individual who acts for purposes that are not related to the trade, the entrepreneurial or professional activity that may be performed, as defined in the Consumer Code, and who, subject to acceptance of the Terms and Conditions, has access to the Platform to purchase the Content.

"Content": means any textual content, software, script, graphic element, photo, sound content, music, video, audio-video combination, interactive feature, or other material that is a product of MIP's Digital Innovation Observatories” research. Content may include, by way of example but not limited to, reports, case histories, webinars and/or memberships to multimedia content that can be used online, or workshops and/or conferences in presence, live streaming and/or Video on Demand available to the Consumer for purchase on the Platform, subject to a fee to be paid to MIP.

"Intellectual Property Rights": means all trade secrets, patents and patent applications, trademarks, service marks, logos, trade names, distinctive features/marks, copyrights (including software rights), moral rights, know-how rights and any renewal or extension of the rights mentioned above, and any other equivalent or similar property rights and rights managed by MIP or third parties that may exist anywhere in the world, including any renewals or extensions of the same rights.

"Confidential Information": means information, including Content, available on the Platform, expressly designated as owned by MIP and/or third parties, or confidential, or which, by its nature, is reasonably understood to be owned by MIP and/or confidential, by way of example but not limited to: (a) trade secrets, business plans, strategies, business methods and/or practices; (b) IT systems and network configurations; (c) any information regulated by a non-disclosure agreement; (d) any other information regarding MIP or third parties that is not publicly known, including information relating to staff, products, customers, financial information, marketing and pricing strategies, information about future business services or plans, and (e) any analysis, collection, study, note or other material that contains or is based on Confidential Information.

"MIP": means the company MIP Politecnico di Milano Graduate School of Business S.C.p.A., based in Milan, via Lambruschini 4C, building 26/A, tax code, VAT number and R.I. (Register of Businesses) of Milan number: 08591680155, R.E.A. n. 2061169, Tel. 02 2399 2820, pec (certified electronic mail) address: pecMIP@legalmail.it.

"Platform": means MIP's digital e-commerce platform for the "Osservatori Digital Innovation/Digital Innovation Observatories" reachable by Consumers at the following Internet address: http://www.osservatori.net. By registering with the Platform, pursuant to the provisions of the following Article 3, Consumers will be able to purchase Content.

"Terms and Conditions": means the provisions in this document.

2. Terms and Conditions: Acceptance, Execution, and Amendments
   • The Terms and Conditions intends to regulate the Consumer’s terms and conditions of remote trading through the Internet of the Content indicated and offered for sale on the Platform.
   • The purchase of Content available on the Platform is subject to the compliance and acceptance of the Terms and Conditions herein, which constitute a legally binding agreement between MIP and Consumer.
   • The Terms and Conditions is considered effective (i) upon the Consumer's correct completion of the online purchase request form for the specific Content on the Platform and (ii) consent to purchase is granted, communicated when the Consumer formally accepts the above form online, after viewing a printable order summary web page.
   • The consumer-printable web page mentioned in Article 2.3 above reports:

• (i) the details of the purchaser and of the order;
• (ii) the price of the Purchased Content, the expenses and any additional charges;
• (iii) payment modes and terms;
• (iv) the e-mail address to which all communications relating to the Purchased Content will be sent, including, if applicable, the login credentials and the address of the site from which to download the Content;
• (v) time-frame and conditions of use of the Purchased Content;
• (vi) withdrawal rights and how to activate the post-sales support service;
• (vii) The reference link for the consultation of the Privacy Statement, Model 231 and its Code of Ethics, adopted by the MIP pursuant to Legislative Decree 231/2001.
  • The Consumer undertakes, once the online purchase and/or online acceptance procedure is completed pursuant to the previous paragraphs, to print and store the Terms and Conditions herein. In turn, the MIP informs the Consumer that every order sent is stored digitally on its servers or on paper at MIP headquarters, in compliance with confidentiality and security criteria.
  • Failing the above, the Terms and Conditions cannot be considered finalized and effective between the parties, except as provided for in Article 12, paragraph 1 and Article 13 of Legislative Decree 70/2003.
  • With regard to the processing of the Consumer's personal data entered within the online specific Content purchase application form, the MIP guarantees full compliance with current legislative requirements regarding the protection of personal data, as specified within the Privacy Statement, which can be found at the following link www.som.polimi.it/downloadbrochureMIP/DOCUMENTI_AMMINISTRAZIONE/E-Comm_Osservatori.pdf.
  • Consumers may not use the Platform and, therefore, accept the Terms and Conditions herein if: (a) they are not of legal age to enter into a contract and/or (b) they are people to whom it is prohibited or otherwise legally inhibited to access the Platform according to Italian law as well as the laws of the Country in which they reside or from which they access the Platform.
  • These Terms and Conditions apply to all Consumers and become effective upon being accepted by the Consumer.
  • MIP expressly reserves, at its sole discretion and under no obligation to notify, the right to periodically make changes to the Terms and
  • It is onto the Consumer to periodically check the Terms and Conditions on the Platform to verify if it has been amended or changed in any way, although it is understood that access to the Platform by the Consumer following the publication of such changes will be considered implicit acceptance of the new Terms and

3. Platform Access
   • In order to access the Platform, it is necessary to enable Consumers to register by creating a personal When creating the account, the Consumer must provide accurate, truthful and comprehensive information and provide a username and password that are strictly personal and cannot be communicated and/or sold to third parties.
   • The Consumer undertakes to immediately notify MIP of any changes to the data communicated and/or breach of security, or if they are aware of any unauthorized use of their account.
   • The Consumer agrees to be solely responsible, both towards MIP and third parties, for any activity that occurs through their account and of any access to the Platform, also committing to ensure the confidentiality of their username and
   • The MIP reserves the right, at its sole discretion, to temporarily suspend or delete the Consumer’s account and/or registration to the Platform.

4. Intellectual Property rights and Trademarks/Brands
   • The Intellectual Property Rights of the MIP, including commercial names, logos and registered trademarks, may in no case be used by Consumers, in any form and/or mode, not even in conjunction with other common terms of use, except with prior specific written consent by MIP.
   • The Intellectual Property Rights relating to the Content available for purchase on the MIP-owned Platform are and will remain exclusive ownership of the MIP, and in any case excludes any use by Consumers, without prior specific written authorization in this regard by MIP.
   • With reference to the use of the brand "MIP Politecnico di Milano" and the brand "Osservatori Digital Innovation / Digital Innovation Observatories", the Consumer:

• (i) expressly acknowledges and accepts that the "MIP Politecnico di Milano" brand and the "Osservatori Digital Innovation/Digital Innovation Observatories" brand are and will remain the exclusive property of MIP;
• (ii) expressly acknowledges and accepts that no clause referred to in the Terms and Conditions herein should be understood as a transfer of rights of any kind to the Consumer in relation to the " MIP Politecnico di Milano" brand “and the brand "Osservatori Digital Innovation /Observatories Digital Innovation";
• (iii) undertakes as of now not to contest the validity of the “"MIP Politecnico di Milano" brand and the "Osservatori Digital Innovation/Digital Innovation Observatories" brand;
• (iv) undertakes to not submit any request for registration of trademarks similar to the MIP Politecnico di Milano brand and the "Osservatori Digital Innovation/Digital Innovation Observatories" brand, either in their own name, or in the name and/or on behalf of third parties.

5. Terms and Conditions for the Purchase of Content
   • Pursuant to the Terms and Conditions and throughout its duration, and as defined in Article 11, the MIP sells, and the Consumer buys, remotely through the Internet, the Content indicated and offered for sale on the Consumers will only have the right to purchase Content within the limits of the Terms and Conditions. Any right not expressly guaranteed to the Consumer within the Terms and Conditions is and will remain exclusively reserved to the MIP.
   • It is also expressly understood that failure to adhere to any of the following conditions will constitute a violation of the Terms and Conditions by the Consumer:

• (i) It is not permitted to distribute and/or sub-license to third parties, in whole or in part, the Content, by any means, without the prior written consent of the MIP, to be considered indisputable;
• (ii) No changes or alterations may be made to any part of the Platform, including related technology, and/or Content;
• (iii) it is not permitted to elude (or attempt to elude), disable, or otherwise interfere with any element related to the security of the Platform and/or with elements that prevent or limit its use;
• (iv) the Platform and/or Content may not be used for commercial or business-related purposes;
• (v) Access to the Platform and Content is not allowed for any reason other than purely personal and non-commercial use.
  • The Consumer acknowledges and accepts that the MIP, at its sole discretion, has the right to interrupt (temporarily or permanently) access to the Platform and/or the possibility of purchasing all or part of the Content, without the obligation of notice.
  • The Consumer expressly undertakes to hold the MIP and its stakeholders harmless in the event of malfunctions of the Platform and/or the impossibility of viewing Content either entirely or with poor quality due to inadequate requisites of the device used or to the software installed by the Consumer, or due to poor connectivity and/or a bad Internet connection, attributable to the Consumer.
  • The Consumer agrees to be solely responsible for any violation of the Terms and Conditions and resulting consequences, including any loss or damages suffered by MIP, expressly holding harmless the MIP and its assignees from any claim, damages and/or request (including legal costs) or action (either as compensation or indemnification) that could be made also by third parties in connection with any violations of the Terms and Conditions by the Consumer, except for the MIP’s right to compensation for damages suffered.

6. Fees
   • All sales prices of the Content available on the Platform are expressed in Euro and are offered to the public pursuant to Articles 1336 and 1341 of the Civil Code (Italian Law).
   • The sale prices of the Content available on the Platform do not include VAT, if due, or any other tax. Additional costs and any additional charges not included in the purchase price, will be calculated and indicated in the purchase procedure prior to the Consumer submitting the order, and will be contained in the summary web page of the order made according to provisions in Article 2.4 herein.
   • The price displayed for each Content offered to the public is valid up to the date shown beside each Content.

7. Payment Terms and Refunds
   • The payment of Content purchased on the Platform by the Consumer will be fully advanced and can be made exclusively with credit card (Visa and/or Mastercard), Paypal, or bank transfer to the following MIP bank account: IT82Z0569601620000010210X46.
   • It is understood that the payment of the fee associated with each individual Content is a prerequisite and an essential condition to complete the purchase and, consequently, to gain access to the selected Content.
   • Any refund to the Consumer will be credited promptly and exclusively by bank transfer. It will be the responsibility of the Consumer to communicate to the MIP the bank details necessary for the bank transfer when making the request for reimbursement, as detailed in the following Article 11.

8. Content
   • Content is owned by MIP and is subject to MIP copyright and Intellectual Property Rights, pursuant to Article 2.
   • Content cannot be copied, distributed, broadcast, disseminated, sold, licensed or otherwise used other than for downloading and reproduction for personal educational use, without the prior written consent of the MIP, to be considered indisputable. The MIP reserves all rights on Content not specifically granted to Consumers, including economic exploitation rights.
   • Content is described in detail on the Platform.
   • Workshops and/or conferences attended in person will be held at a location indicated by MIP at the time of purchase or subsequently, and held, as indicated within the sales proposal, (i) with the physical presence of the teacher and/or speaker, or (ii) via remote connection of the teacher and/or speaker.
   • Workshops, webinars, conferences and/or live streaming events will be offered by providing appropriate authentication credentials that are strictly personal, and which therefore cannot be disclosed and/or sold to third parties. The Consumer is therefore required to respect the confidentiality of the credentials, and will be held responsible for any disclosure in this regard. The credentials will allow the Consumer to: (i) access a dedicated site for the time indicated in the offer, or (ii) access the Content on the Platform.
   • The multimedia material, to the sole discretion of the MIP, can be made available for 30 (thirty) days to the consumer to enable download on a dedicated site or to be e-mailed, or (ii) made available via access to the Platform, where the video of the event (and any acts, presentations and/or related documents) will be available for 10 (ten) days after purchase.

9. Delivery Time and Mode
   • Workshops, webinars, conferences and/or events either in presence or live streaming will be held by MIP on the scheduled dates in accordance with what was indicated at the time of purchase. Any date/schedule changes will be communicated at least 2 (two) business days in advance of the established date. Should the new date not be compatible with the Consumer's needs, the Consumer may withdraw from the Terms and Conditions without penalty, exercising the right of withdrawal pursuant to Article As an alternative to the exercise of the right of withdrawal, the Consumer will be able to select, through written request to be made at the moment of receiving the date change communication, a different workshop, webinar, conference and/or event among those listed and offered for sale on the Platform at the same price.
   • In the case of workshops, webinars, conferences and/or online events, the MIP will provide the Consumer authentication credentials, any multimedia material or web address necessary for the download and enable the use of such Content no later than within 7 (seven) business days following the payment of the Purchased
   • If the MIP is unable to meet the above time constraints, the Consumer will be notified in a timely manner by e-mail but will not entail the right of the Consumer to claim any compensation and/or compensation.

10. Confidentiality
    • Except for legislative requirements and/or the commercial requirements of MIP, the Terms and Conditions, as well as all information and documents relating to MIP and Content offered on the Platform, of which the Consumer should become aware of at the moment of purchase and/or in relation with the purchase of the Content on the Platform, is considered Confidential
    • For the duration of the Terms and Conditions and for a further period of 24 (twenty-four) months following termination, the Consumer undertakes to not disclose and/or avoid disclosure of its content to third parties, directly or indirectly, for whatever reason, without the prior written indisputable authorization of the
    • The Consumer also commits to protecting Confidential Information with precautionary and security measures that are not inferior to best practices adopted to protect confidential information and documentation.
    • Without prejudice to provisions in previous paragraphs, information not considered Confidential is information that (a) was already known to the Consumer; (b) was or has become publicly known for reasons not pertaining to the Consumer; (c) was already lawfully available to the Consumer without being covered by confidentiality constraints at the time it was communicated by the MIP; (d) had been communicated by MIP to third parties without being covered by confidentiality It is expressly understood that the Consumer will have the right to disclose, in full or in part, the Confidential Information if ordered to do so by a Judicial or Government Authority or if required by law.

11. Duration and Right of Withdrawal
    • The Terms and Conditions herein will become effective as of the date of acceptance by the Consumer.
    • The Consumer has the right to withdraw from the Terms and Conditions, without being subject to any penalty and without stating reasons, within the period of 14 (fourteen) days from the date of signature of the terms and conditions themselves, without prejudice to provisions in Article 59 of the Consumer Code.
    • The Consumer loses the right of withdrawal if, before expiry of the withdrawal period they:

• (i) take part in classroom or live streaming events and/or use and/or view Content purchased in download mode, even if in part;
• (ii) access the Platform using the credentials provided by the MIP;
• (iii) break the seals and open the media package containing Content related multimedia files.
  • In the event that the Consumer decides to exercise the right of withdrawal, they must notify the MIP by means of registered return mail addressed to the MIP as referred to in the definition "MIP" in Article 1.1.
  • If the Consumer decides to exercise the right of withdrawal, the MIP will reimburse the full amount paid by the Consumer with no extra charges, within 14 (fourteen) days of receiving the communication of withdrawal. The refund will be made as indicated in Article 7.3.
  • Upon receiving the exercise of the right of withdrawal notice, the Terms and Conditions is to be considered terminated, except as provided for in Article 11.5 herein.

12. Termination
    • Pursuant to Article 1456 c.c., the MIP reserves the right to resolve the Terms and Conditions and/or to suspend or terminate the Consumer's account and/or access to the Platform, at its sole discretion and without obligation to provide advance notice to the Consumer, in the event that the Consumer acts in violation of the Terms and Conditions.

13. Warranty and Support
    • The MIP is responsible for any defect and/or malfunction of the Multimedia Content available on the Platform, including non-conformity of purchased multimedia Content compared to what was ordered, pursuant to Italian Law.
    • The MIP is not responsible for any conformity defects of multimedia Content purchased by the Consumer that may occur during the period of usage that are not dependant on its failure to comply with the obligations described in the Terms and Conditions, even if the defect could conceivably have been known by the MIP.
    • For the purposes of the Terms and Conditions (and pursuant to Article 129, paragraph two, of the Consumer Code) it is assumed that the Multimedia Content complies with the Terms and Conditions if, where applicable, the following circumstances coexist:

• (i) It is suitable for the use which Content of the same type usually has;
• (ii) It complies to the description provided by the MIP and possesses the characteristics presented by the MIP to the Consumer at the time of offer;
• (iii) it presents standard quality and performance of multimedia content that the Consumer can reasonably expect, given the nature of the asset and/or service, of the statements made, and the limitations set forth by the MIP within the Terms and Conditions.
  • The Consumer loses all rights to customer support if they do not notify the MIP of any conformity defects within 7 (seven) days of discovering the defect by sending an e-mail to the following address: premium@osservatori.net
  • In the event of a conformity defect, the Consumer may request a replacement of the purchased multimedia Content, with no additional charges and in keeping with the terms described hereinafter, or alternatively choose to resolve the Terms and Conditions, except if the request is undeniably impossible to meet or results excessively expensive for the MIP pursuant to Article 130, paragraph 4, of the Consumer Code.
  • The request must be made in written form to the MIP, that will indicate its willingness to follow-up on the request, i.e. the reasons preventing it from doing so, within 7 (seven) business days of receiving the above mentioned communication. In its reply, if it has accepted the Consumer's request, the MIP will have to indicate the manner and the timing with which the Consumer will receive acknowledgement of an alternative use of the multimedia Content.
  • If it is impossible or excessively expensive to make the multimedia Content available or if the MIP has not provided it within the deadline defined in the previous paragraph, the Consumer may ask to terminate the Terms and Conditions. Such request must be received by MIP with an advance notice of 7 (seven) business days in written form, pursuant to Article 13.4.

14. Limitation of Liability
    • THE CONSUMER ACKNOWLEDGES AND ACCEPTS THAT THE MIP WILL NOT BE LIABLE FOR ANY LOSS AND/OR DAMAGE THAT THE CONSUMER MAY INCUR, INCLUDING LOSS OF ANY DATA SUFFERED BY THE CONSUMER:

• (i) FOR RELYING ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISEMENT, OR AS A RESULT OF ANY CONNECTION OR TRANSACTION BETWEEN THE CONSUMER AND ANY SPONSOR OR ADVERTISER WHOSE ADVERTISING APPEARS ON THE PLATFORM;
• (ii) FOR PURCHASING FLAWED OR DAMAGING CONTENT IF THE DEFECT AND/OR DAMAGE IS A RESULT OF THE COMPLIANCE TO AN IMPERATIVE LEGAL REGULATION OR A BINDING MEASURE AND/OR TO CAUSES THAT ARE NOT ATTRIBUTABLE TO AND ARE BEYOND THE CONTROL OF THE MIP, THAT IS, IF AT THE TIME THE CONTENT WAS MADE AVAILABLE ON THE PLATFORM, THE STATUS OF SCIENTIFIC AND TECHNICAL KNOWLEDGE DID NOT YET ENABLE TO CONSIDER THE CONTENT TO BE FLAWED OR DANGEROUS;
• (iii) AS A RESULT OF THE CHANGES THAT THE MIP MUST MAKE TO THE PLATFORM, OR FOR ANY TEMPORARY OR PERMANENT TERMINATION IN THE SUPPLY OF ALL OR PART OF THE CONTENT AND/OR UNAVAILABILITY OF THE PLATFORM;
• (iv) FOR PLATFORM DISRUPTIONS ATTRIBUTABLE TO REASONS OF FORCE MAJEURE OR RELATED TO INTERNET MALFUNCTIONS;
• (v) FOR DELETED, CORRUPT OR NON-STORED CONTENT AND OTHER COMMUNICATIONS OF MAINTAINED OR TRANSMITTED DATA BY, OR THROUGH THE USE OF THE PLATFORM;
• (vi) FOR ANY FRAUDULENT AND UNLAWFUL USE THAT MAY BE MADE BY THE CONSUMER OR THIRD PARTIES OF CREDIT CARDS AND OTHER MEANS OF PAYMENT, AT THE TIME OF PAYMENT FOR PURCHASED CONTENT;
• (vii) FOR THE CONSUMER'S FAILURE TO KEEP THE PASSWORD AND/OR PERSONAL ACCOUNT DETAILS PROVIDED BY THE MIP SECRET AND CONFIDENTIAL.

15. Legislative Decree 231/2001
    • The Consumer undertakes, pursuant to and for the effects of Legislative Decree 231/2001, which governs the responsibilities of the authorities as a result of the offences committed with regard to their activities, to strictly comply with the enforcement of the requirements unto him/her under the Terms and Conditions, as required by the Code of Ethics and the Organizational Model adopted by the MIP, available on the website som.polimi.it, of which the Consumer declares to have read and unconditionally accept all terms and conditions.
    • In any case, it is expressly understood that the Consumer undertakes to hold the MIP and its assignees from any claim, damages and/or request (including legal costs) or action (either as compensation or indemnification) that could be brought forward by third parties in connection with any violations of the organisational Model and Code of Ethics, except for the MIP’s right to compensation.

16. Communications
    • Any communication, consent, approval requested or granted must be in written form.
    • Written communications directed to MIP will be considered valid only if sent to MIP contact details reported in the definition of "MIP" in Article 1.1. The Consumer undertakes to indicate in the registration form their address of residence or domicile, telephone number and the e-mail address at which they wish to receive the MIP's communications.

17. Miscellaneous
    • These Terms and Conditions constitute the entire legally binding agreement between the Consumer and the MIP and fully replace any previous agreement between the Consumer and the MIP in relation to the purchase of the Content offered on the Platform.
    • If a deadline or provision of the Terms and Conditions is void, cancellable, or against the law, that deadline or forecast must be considered, to the extent that this is necessary to make the Terms and Conditions legally compliant, separate from the other terms and forecasts, and the remaining clauses of the Terms and Conditions will remain effective as if the separate deadline or provision were not included between the parties.
    • The tolerance of a party to non-compliance to any of the conditions laid down in the Terms and Conditions does not entail derogation and/or renunciation to the dictate of the written norm, which each party may at any time avail itself of.

18. Governing law and Jurisdiction
    • The Terms and Conditions is governed by Italian law.
    • For any dispute arising from the interpretation and application of the Terms and Conditions that could not be resolved amicably, the Court of the place of residence or elected domicile of the Consumer will have jurisdiction, if located in the state's territory, mandatory pursuant to Article 66a of the Consumer Code.