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CHIUDI

Terms and Conditions for Companies

1. Definitions

The terms and conditions set out below have the meaning which follows when they appear in this document, on the understanding that the terms defined in the singular have the same meaning in the plural and vice versa.

“Agreement” means this document.

“Website” means www.justknock.it;.

“Just Knock S.r.l.” is the company known as Just Knock S.r.l. with registered office at Via Cernaia 6, Milan, and VAT no. 08772940964, public certified email addressjustknocksrl@pec.it.

“JK” means the series of services available through the Just Knock S.r.l. website.

“Content” means all the files and information created, shared, loaded or distributed through JK.

“User” means the individual gaining access to JK under the “terms and conditions for the User” contained in annexe B), acting for purposes relating to the business, commercial, craft or professional activities carried out by him or her, if any.

“Idea” means the innovative project which the User believes he/she has developed.

“Company” means an entity using the services of JK and which may be interested in an Idea.

“Rating” is the assessment attributed to the Idea on a numerical scale, on the basis of the methods and criteria laid down byJK.

“Expression of interestmeans notice from JK to the User by means of which the Company expresses its interest in assessing a possible agreement between the User and the Company for the development of the Idea.

“Account” is a part of JK whose use is granted to the Company with a view to disclosing its identity within JK and granting it access to a part of the functions of JK. Such access may have to take place following authentication procedures.

 

2. What is JK?

 

JK is a tool based on a thought that's as simple as it is revolutionary. It's based on the firm conviction that, today more than ever, young talents need an outlet to eliminate the difficulties which prevent them from expressing themselves and the companies from listening to them.

It's only by means of those processes that effective collaboration can take place for the creation of development and innovation.

JK is the digital platform which enables the users to create new opportunities by expressing their ideas and having the companies listen to them, in this way making use of the development possibilities brought about by the many innovative visions of young people with talent.

Just Knock S.r.l. therefore merely acts as an intermediary between the Company and the User.

Just Knock S.r.l. informs the Company that, to enable it to use JK,the User has accepted the "terms and conditions for the User" as set out in annexe B) in full.

 

3. The Company

3.1 Creation of an Account by theCompany

The Company may set up and manage a single Account in its own name only.

The Company has to supply the following information through the Account, on the understanding that it may be visible to the Users and other Companies:

  • Taxpayer ID and VAT no.
  • Company name
  • Registered office address
  • Business sector
  • Company registry and administrative registry entry numbers
  • Certified public email address
  • Full name and email of an internal contact person

The information supplied to JK by the Company will be processed on the basis of the privacy policy adopted byJK.

 

3.2 Access credentials

The Company will receive access credentials to its Account. These credentials are to be regarded as personal and will be kept by the Company, which agrees to adopt suitable security measures for their custody. These measures have to be adapted to the knowledge acquired, technical progress, nature of the IT systems and the specific features of the Company, with a view to reducing to the minimum the risks of their unauthorised use, destruction, theft or loss.

The Company agrees to inform Just Knock S.r.l. immediately of the theft, misplacement or loss of the access credentials.

3.3 Non-disclosure of the Idea clause

The Company agrees not to divulge the Idea which has come into its possession or of which it has learned solely as a user of JK and/or the services offered by Just Knock S.r.l..

The Company also agrees not to exploit the Idea which has come into its possession or of which it has learned solely as a user of JK and/or the services offered by  Just Knock S.r.l. for economic purposes.

The Ideas have to be regarded as the exclusive property of the User, and cannot be exploited economically, disclosed, divulged, published, transmitted, used or reproduced by the Company unless it is necessary to do so to comply with the terms of the Agreement.

The Ideas will be protected by the confidentiality obligation referred to above for a period of five (5) years as of the date of their communication through JK.

The Company is expressly entitled to reach agreements for specific forms of economic exploitation, disclosure, publication, transmission and use of the Idea with the User directly, by means of separate contracts to which Just Knock S.r.l. may not and cannot be regarded as a party and in respect of which it will in no way be obliged to provide any service whatsoever.

In the event of the termination of the Agreement or the effects thereof, in whole or in part, temporarily or permanently, irrespective of the reasons, the Company agrees in any case to comply with the terms of this clause in full, as specified herein.

4. Use of the Idea

4.1 Access to the User's Idea

Through the services offered by JK, the Company may receive a breif summary of the Idea from the User.

To enable the Company to assess the summary of the Idea and permit a joint development thereof to take place, it should be noted that by accepting the "terms and conditions for the User" as set out in annexe B), the User agrees not to place the Idea in the public domain - whether in its extended or summary version - and not to divulge, disclose or exploit it economically during the period when the Company has the right to examine it, which is 30 consecutive days as of the time when the Company views the brief summary of the Idea through the tools offered by JK.

It is understood that this summary is received as of the time when Just Knock S.r.l. places it at the disposal of the Company through its Account by means of JK.

If the Company should decide not to gain access to the full version of the Idea within the above time limit, the User will be released of its obligation and will therefore be free to present the Idea to other companies, or to divulge or disclose it or exploit it economically.

Upon expiry of the above time limit, the brief summary will be automatically eliminated from the Company's Account.

If on the other hand the Company should decide that the Idea in its summary version may be of interest to it, it may gain access to the full version of the Idea and any related Content. In such a case, the payments set out in annexe A) to the "terms and conditions of use for the Company will be due to Just Knock S.r.l.

In such a case, to enable the Company to assess the full version of the Idea and permit its joint development to take place, if required, it should be noted that by accepting the "terms and conditions for the User" as set out in annexe B), the User agrees not to place the Idea in the public domain - whether in its extended or summary version - and not to divulge, disclose or exploit it economically for a further period of 30 consecutive days as of the time when the Company views the full version of the Idea and the User receives notice to that effect through the tools offered by JK.

Upon expiry of the above time limit, the User will be released of its obligation, and will therefore be free to present the Idea to other companies, or to divulge or disclose it or exploit it economically.

In any case, the Company is reminded that if it should gain access to the full or brief summary version of the Idea it is obliged not to divulge it in accordance with the terms of article 3.3 of the Agreement.

4.2 Assessment of the Idea

After examining the Idea, the Company has to express a Rating in relation to specific areas of assessment indicated by JK. The Rating may be accompanied by a brief written comment.

4.3 Expression of Interest and first contact with the User

After gaining access to the Idea and expressing a Rating, the Company may go on to issue an Expression of Interest.

Following the Expression of Interest, the Company may draw up an initial Agreement with the User, using the tools offered by JK, which include, merely by way of example, the internal chat and internal messaging services.

It is understood that any Expression of Interest from the Company to the User may in no circumstances be construed as a formal commitment of the Company in respect of Just Knock S.r.l. and/or the User to set up a collaboration agreement of any kind.

4.4 Interview with the User

Following the Expression of Interest and the first contact with the User, the Company may propose an interview to the User, aimed at a more detailed examination of the Idea and the User, and a joint assessment of the possibility of collaboration.

After the interview, the Company and User will be free to stipulate specific and autonomous collaboration agreements for the development of the Idea, to which Just Knock S.r.l. may not and cannot be regarded as a party and in respect of which it will in no way be obliged to provide any service whatsoever. The negotiation of these autonomous agreements, which may govern the system of rights to the Idea as developed, will take into account specific exonerations in respect of the originality of and entitlement to the Idea, and will contain all other stipulations which the User and Company deem necessary, may not take place through JK.

 

4.5 Economic terms

To make use of the functions offered through the JK website, the Company will pay the sum specified in Annexe A of these “terms and conditions of use for the Company”.

The payment of the sums specified in Annexe A)may take place through any method agreed upon between Just Knock S.r.l. and the Company within the essential term of 60 days of receipt of the invoice by public certified email.

5. Conditions for the use of JK

5.1 Intellectual property

The Contents, works and materials published or in any case contained in JK – including, merely by way of example, the trademarks, logos, images, photographs, notices and documents in general reproduced therein, in addition to the applications software and codes used to implement JK – are the sole property of Just Knock S.r.l., or are used on the basis of the authorisation or licence granted to it by the proprietor. The Company may exploit such materials only when it is strictly necessary to do so for the correct use ofJK. Any other form of exploitation of such materials is strictly forbidden, irrespective of the purpose thereof, without the prior consent ofJust Knock S.r.l.

 

5.2 Limitation of liability

Just Knock S.r.l. will accept no liability whatsoever for any damage sustained by the Company and/or third parties as a direct or indirect result of failure to comply in full with the terms of the Agreement.

Just Knock S.r.l. will accept no liability whatsoever for any damage sustained by the Company and/or third parties as a result of failure on the part of the User to comply with the “terms and conditions for the User”, as set out in Annexe B), in whole or in part.

Just Knock S.r.l. cannot be held responsible for any breaches of the laws or regulations due to actions or omissions on the part of the Company.

Just Knock S.r.l. will in any case be exonerated and held harmless by the User in respect of any civil or administrative consequence, responsibility, loss, damage or cost sustained as a result of observance and/or non-observance of the Agreement and/or any provision in law, or in the case of claims for compensation presented for any reason by the User, Company or third parties. Just Knock S.r.l. will accept no liability of any kind in the event of total and/or partial unavailability of the Website and/or JK. Consequently, Just Knock S.r.l. will accept no liability if the services of JK should be unavailable on the dates indicated within the Agreement or in the event of temporary or definitive interruption of the services.

This clause does not apply to any liability of Just Knock S.r.l. due to gross misconduct or negligence.

5.3 Limitation of the effects of complaints clause

The Company may in no circumstances refuse or delay payment on the agreed due dates or fail to comply with the obligations laid down in the Agreement by presenting or raising any complaints on the correct fulfilment of the obligations laid down in the Agreement, even if such complaints should be valid and presented within the time limits necessary to do so.

5.4 Partial nullity

If one or more of the provisions of the Agreement should be invalid, null and void and/or ineffective, this will not render the entire Agreement invalid, null and void and/or ineffective.

5.5 Jurisdiction

The Agreement is governed by Italian law. Any disputes which might arise over the Agreement will be subject to the sole jurisdiction of the Court of Milan.

Just Knock S.r.L. - P.I. IT 08772940964 - info@justknock.it