1. Introduction

  1. Viceversa S.r.l., with registered office in Via Bernardo Quaranta 40, 20139, Milan, REA number: MI-25976, VAT number: 11364640968 (hereinafter “Viceversa”), is the data controller and manages the goviceversa.com platform, accessible from the site www.goviceversa.com.
  2. The platform provides a commercial and financial analysis service. The service is also aimed at carrying out a preliminary evaluation for the possible access to a funding instrument based on the Revenue-based-financing mechanism, aimed at providing financial support to the digital advertising activities of companies, to be governed by a specific and separate Partnership contract with the company Viceversa Capital Limited, in accordance with the Intra-Group Mutual Services Agreement signed by the latter and Viceversa S.r.l. .
  3. These Terms of Service establish the terms and conditions of use of the site “https://goviceversa.com/” (hereinafter, “Site”) and the platform accessible at the address “www.portal.goviceversa.com” (hereinafter, “Platform”) of Viceversa.

2. Definitions

  1. Account: set of features, tools and content attributed to a particular user who, in turn, belongs to a specific company organization.
  2. Client Company: the legal entity that, acting in the exercise of its business, commercial, artisan or professional activity, or an intermediary of the same, intends to use the Services offered and made accessible through the site www.goviceversa.com;
  3. Dataset: refers to the databases made available to Viceversa through the connection of Marketing Accounts, Sales Accounts and Payments Accounts with the Platform;
  4. Partnership: refers to the “joint venture” agreement pursuant to Article 2549 of the Italian Civil Code that Viceversa Capital Limited and the Client Company may enter into upon the outcome of the preliminary assessment.
  5. Platform: the set of Services accessible through the www.portal.goviceversa.com.
  6. Digital advertising: refers to the marketing activity carried out through online channels, such as the web, and streaming content.
  7. Registration: refers to the process of registering and creating the User’s Account;
  8. Services: the functions and services available through the site https://goviceversa.com/, aimed at enabling the Client Company to develop and implement initiatives in the field of digital advertising;
  9. Site: refers to www.goviceversa.com.
  10. User: the person who uses the Site and its Services.
  11. Registered user: the Client Company’s contact person, indicated during the Registration phase, who uses the Site and its Services through the use of a reserved area.

3. General provisions

  1. The User may send any communication to the Platform using the contact details in the appropriate section.
  2. The User may arrange a virtual meeting with Viceversa, through the appropriate section of the site.
  3. If any of the provisions of these Terms of Service (hereinafter “ToS”) is null and void, unenforceable or illegal due to a law, a regulation or following a judicial decision, this will not compromise the validity and the relative applicability of the other clauses in any way, and will therefore not exempt the User from their obligations in any way.

4. Acceptance and modification of the therms of service

  1. The use of the Site and its Services implies the prior express and unreserved acceptance of these ToS by the User.
  2. Conversely, Viceversa reserves the right to refuse, at any time, unilaterally and without any obligation of prior notification, access to the Site to those Users who do not comply with these ToS.
  3. The User acknowledges and accepts that the ToS may be modified at any time by Viceversa.
  4. Any changes will be made in order to adapt to possible additions and/or evolutionary changes to its Services, by means of regulatory, jurisprudential, editorial and/or technical innovations in general. Any changes and/or new conditions will be effective from the moment of their publication on the Site. Users are therefore required to consult, before carrying out any activity, the most up-to-date version of these ToS, which it is advisable to archive. The ToS applicable to the User are those available online on the Site at the time of the User’s navigation and possible Account registration.
  5. Any changes and/or new conditions will be effective from the moment of their publication on the Site. Users are therefore required to consult, before carrying out any activity, the most up-to-date version of these ToS, which it is advisable to archive.
  6. The ToS applicable to the User are those available online on the Site at the time of the User’s navigation and possible Account registration.

5. Access to the site

  1. The Site is made accessible free of charge to all Users with an internet connection through the address: www.goviceversa.com.
  2. All software, material essential to the operation and use of the Services of the Site, as well as the Internet connection, are the responsibility of the User.
  3. The User is solely responsible for the operation of its computer resources and its internet connection.
  4. The User may: register, access, consult and use the Services of the Site.
  5. The User is responsible for any activity carried out, through their Account (Registered User), even by minor or incapacitated individuals.
  6. The Registered User must protect their password; it is important to keep their Account credentials secure.
  7. If you share an Account with others, the person whose financial information is associated with the Account will ultimately be held responsible for all activities performed through the same Account. In addition, Accounts are not transferable.

6. Purpose of the services and functionality of the platform

  1. Through the Platform, Viceversa offers financial and commercial analysis, reporting and monitoring services, aimed at companies that manage a business model based on the provision of information society services, such as e-commerce, SaaS, marketplaces, apps, online games, etc.
  2. These Services are based on the use of proprietary software, which allows the analysis of some aspects related to the business trends and strategies of the company or the Client Company’s organization, examining the performance of marketing campaigns, sales and transactions attributable to this with the processing of the information obtainable from the Datasets.
  3. The Services are provided as a preliminary evaluation tool for the possible access of the Client Company to a funding instrument based on the Revenue-based-financing mechanism, by virtue of a Partnership with Viceversa Capital Limited.
  4. The Platform may include hyperlinks to content (such as websites, applications and online services) operated by third parties.
  5. Conversely, it does not exercise any control over external content accessible through links and therefore declines any responsibility for any damage, direct or indirect, that might occur in any way to the User from the access and/or use of content and/or services provided by third parties, accessed through hyperlinks that may be present on the Platform.

7. Conditions for access to the service

  1. The User, in order to access the Service, must proceed with the registration of an Account by providing information relating to the Client Company, for which they request the evaluation.
  2. In fact, the User must provide, to complete the registration, information on the nature of the Client Company on behalf of which it interacts with the Platform Services (company name, type of activity and sector, etc.), on the economic status (the existence of a turnover in the last 6 months, the amount of the turnover) and on the budget estimated for the marketing activity.
  3. If the Client Company, based on the information made available, is not in possession of the minimum requirements to access the financial resources provided through the service called Revenue-based-financing, indicated in the Introduction, the User can choose to continue with the use of the Platform Services, by clicking on “I want to access the analysis platform”.
  4. If the Client Company, based on the information provided, is in possession of the minimum requirements to continue and complete the evaluation procedure for the purposes of possible access to the funding instrument based on the Revenue-based-financing mechanism, the User can continue with the “on-boarding” phase.
  5. To complete the creation of the Account, in the “on-boarding” phase, and take advantage of the Platform Services, the User is required to associate the accounts connected to its Marketing Accounts, Sales Accounts and Payment Accounts owned and indicate additional information with respect to those already provided.
  6. The User assumes responsibility for keeping this information up to date and acknowledges that an omission in this regard may adversely affect Viceversa’s ability to provide the Services to the User.
  7. The User guarantees to Viceversa that they are in possession of the express and specific authorization of the Client Company indicated in the registration process on the Platform and, therefore, that they are authorized, or in any case legitimized, to provide all the information required in the on-boarding phase.

8. Evaluation phase

  1. During the registration process, the Platform offers a Service related to a preliminary evaluation, in order to verify the existence of the requirements for access to the Partnership.
  2. The aforementioned Evaluation Service is carried out through a process of qualitative analysis of the sales data and marketing activity carried out by the Client Company and indicated – on behalf of the latter – by the User, through the advertising or e-commerce applications connected to the Platform.
  3. In the event of a positive outcome, the User receives a communication with the details to be able to define the Partnership at the indicated email address, and within 72 hours of the outcome of the registration phase.
  4. Only following the positive outcome of the evaluation and signing of the Partnership agreement is the User enabled to access further Services offered by the Platform, including the verification of the operations carried out and the insight data relating to the campaigns promoted in execution of the stipulated Partnership.
  5. If the User does not receive the communication referred to in the previous point, they will still be able to take advantage of the Services offered by the Platform until they dissociate the previously linked advertising and e-commerce  accounts

9. Limitations

  1. Outside the cases of willful misconduct or gross negligence, Viceversa is in no way responsible to the User or the Client Company for any direct or indirect damages that may result from the use of the Services made available on the Site or on the Platform.
  2. Conversely, it cannot in any case be held responsible for the information entered by the User on the Site or on the Platform, or for the data contained in the Datasets made available to Viceversa by the User, nor for the insight data made available following the use of the Services.

10. Access to company data and processing of personal data

  1. Conversely, Viceversa declares to access, store and process the data entered by the User in order to provide the requested Services. These data are stored for the time necessary for the provision of the Services and can be subsequently aggregated, stored and processed for statistical analysis purposes.
  2. The processing of personal data communicated by the User is carried out exclusively for the purposes related to the provision of the requested Services and the fulfillment of the legal and contractual obligations arising.
  3. Personal data are processed in compliance with the appropriate technical and organizational measures, pursuant to Regulation 2016/679/EU (General Data Protection Regulation), due to the processing carried out, to guarantee the confidentiality of the data.
  4. Conversely, Viceversa declares that it has duly completed – within the framework of its organization – all the formalities and fulfilled all the obligations provided for by Italian and European legislation on the protection of personal data.
  5. Further information is available in the Privacy Policy.

11. Confidentiality

  1. In the performance of the Services described in these ToS, or in relations with the User or for communications relating to the provision of the Platform Services, Viceversa may have access to Confidential Information from the User.
  2. Conversely, Viceversa undertakes, without time limits, to maintain and ensure that its employees and collaborators maintain the strictest confidentiality regarding any information regarding the business and trade secrets of the User of which it becomes aware through the Platform.
  3. Conversely, Viceversa adopts all the security measures it deems necessary in order to prevent the negligent or intentional disclosure of the User’s Confidential Information to third parties.
  4. The User’s Confidential Information acquired through the Platform may be communicated to consultants, auditors and other persons in charge of their trust, formally designated in writing. To this end, Viceversa undertakes to acquire from the individuals to whom the information is communicated, a similar commitment to confidentiality.
  5. Confidential Information, which can therefore be freely communicated by Viceversa or by its employees and collaborators, is not considered, only information in the public domain, or whose communication has been authorized in writing by the User, or whose communication is required as a result of provisions of the Public Authority or regulations of the Law or which are legitimately transmitted to third parties, who in turn have obtained them legitimately and without the constraint of confidentiality.
  6. The obligations of confidentiality of the data and information acquired through the Platform by Viceversa shall also be observed after the deletion of the User’s Account and the termination of the effects, for any reason, of the Partnership Agreement.
  7. Conversely, it guarantees that all the confidentiality obligations regulated in this article are also fulfilled by each of its employees and/or collaborators, who are duly informed and required to treat the information acquired in the exercise of the tasks/activities assigned to them, and/or otherwise known, with the utmost care, diligence, confidentiality and, in any case for the sole purpose of carrying out any activity and/or operation necessary to provide the Services to the User, ensuring compliance with the commitments assumed for this purpose.

12. Privacy rights

  1. Viceversa is the creator and author, pursuant to Law no. 633 of April 22, 1941 and subsequent amendments and additions, of the Platform, the Site and the related Services and all rights are reserved to it.
  2. The Platform, the Site, the Software, the computer architecture of the Site, the codes, the methods, the algorithms, the instructions representative of improvements of a technical, creative or organizational nature, the updates and any and all applications of the Platform, created or found, are owned by Viceversa – or by third parties appointed by it – for the coordination and interaction of the platforms or for the creation, activation, and online management of the Site and the information elements published on the Site and/or for the provision of the Services.
  3. In particular, Viceversa is granted the exclusive and full ownership of the software, know-how, programs (applications and operational programs) for computer, codes, related adaptations, modifications and customizations of the indications, instructions and documents, in any form expressed, installed or to be installed, including those related and/or developed in connection with the Site, the Platform, databases, the layout of the Site, the online management of the same and the information and data contained therein and in general in execution of the Services offered.
  4. The User acknowledges and accepts that the insight data are owned by Viceversa, which allows them to be consulted and downloaded.
  5. The User undertakes not to use in any way (even on advertising, commercial, promotional or similar materials) the Trademarks owned by Viceversa without the prior written consent of the latter.

13. Applicable law, jurisdiction, place of jurisdiction

  1. The relations between Viceversa and the Users of the site are governed by the Italian Law and Jurisdiction, on the basis of which these provisions must also be interpreted.
  2. In the event of disputes concerning the validity, interpretation and execution of these provisions, Viceversa and the User undertake to seek a fair and good-natured settlement between them. In this regard, the same parties may, by mutual agreement, devolve the resolution of any dispute relating to these provisions to ADR Center, a mediation and conciliation body accredited by the Ministry of Justice and registered in the register of mediation bodies. The ADR Center Regulations, as well as the forms and information relating to the conciliation procedure, are available at www.adrcenter.it.
  3. If the dispute is not resolved amicably or through the mediation of the Conciliation Body, and in any case within 6 months from the date of its commencement, it must be considered to be of the exclusive competence of the Court of Milan.

Updated on: March 2023