Termini e Condizioni
Hello! We are Mumble S.r.l, also known as Mumble Ideas. The following page contains the General Terms and Conditions of Shoppy by MBurger.
What are “General Terms and Conditions”? They are a document that regulates the relationship between us and the users of Shoppy by MBurger.
We have ve decided to structure this document in clear and easy way, so that it is easy to understand for everyone. For this reason, you will find a “lightbox” for each clause, specifying the important elements that you will need to know. No legalese–we promise! 😜
In case you have any question, do not hesitate to reach us at [email protected].
1. The Shoppy By MBurger Service
1.1 Shoppy by MBurger is a proprietary service of Mumble s.r.l., a company with a registered office Via delle Radici 309, Formigine (MO). Shoppy by MBurger is a cloud-based Digital Publishing Platform, which allows for:
– development of backend as-a-service;
– managing all of the User’s digital products through a single, centralized hub;
– spreading content on any digital device (such as websites, platforms, Mobile Apps, wearable devices, Smart TV, IoT, Augmented Reality, and Virtual Reality)
1.3 The contract is considered concluded at the time of acceptance.
2. Plans and Payments
2.1 Upon registration, the Users are offered with a choice between three different subscription plans, depending on the needs of the User. These subscription services are outlined in Appendix B.
2.2 The fees are due monthly, in advance, and payments must be made via the payment methods offered by the same platform
3. Duration, Renewal, Withdrawal, Modifications
3.1 The present contract and the respective General Conditions have an annual duration, with an automatic renewal at the date of expiration.
3.2 The User may decide to stop using the Shoppy by MBurger Service and withdraw from the contract at any time, by deactivating the service on the same platform. In this case, the cancellation will be effective starting from the following month. The Service will remain active until the end of the month that has already been paid, and no payment will be due for the following month.
3.3 MBurger reserves the right to modify these General Conditions at any time, and would inform the User within 30 days prior to when the changes become effective. Continuation of the Service will constitute acceptance of the changes. If the User does not wish to continue using the Service (according to the new version of the Agreements), the User may withdraw from the Service.
4. Service Use
4.1 The User is required to maintain the secrecy of and not to disclose (directly or indirectly), the access credentials for the Service, thus preventing the credentials from being used improperly, and at the same time, remaining responsible for any way in which they are used.
4.2 The User is responsible for maintaining the correctness of the data and/or the information provided in the use of the Service, as well as updating this information as necessary. In particular, the User assumes responsibility in updating his or her identification data, especially that which relates to the registered office and/or other location for billing purposes (when applicable), recognizing that from this point forward, all communications sent by the Company to the last communicated address, indicated by the User, will constitute receipt.
4.3 The User is responsible for the contents that he or she will upload and/or use on the Platform, and assumes the exclusive responsibility for any direct and indirect damages, even to third parties, in the event that they become known to Mumble.
4.4 The User agrees not to take any action that could compromise the security of the systems and/or devices, of which the User has access to through the Service.
5. Intellectual Property
5.1 The Software that makes up the Service, along with the related copyright and any other intellectual or industrial property rights, are the exclusive property of Mumble and/or its sub-suppliers. Mumble grants the User a license in order to use the software that makes up the Service on a non-exclusive, non-transferable basis, which is limited to the duration of the contract.
5.2 The rights guaranteed to the User through these General Conditions are subject to restrictions. In particular, the User is prohibited from:
5.3 The contents created by the User using the Service remain the exclusive property of the User; the User grants Mumble a license on the contents in order to provide the Service.
5. Intellectual Property
6.1 This Contract, or anything else, does not grant the User any rights relating to Mumble trademarks, logos, and sites.
6.2 In the event that the possibility arises, the User allows Mumble to use the User’s name and trademarks in commercial communications (limited to a logo), including it among its customers.
7. Privacy Information
7.1 Confidential Information refers to all information relative to the use of the Service, and that which is provided or exchanged between the Parties in terms of the establishment or execution of the Contract.
7.2 Each Party may use the other’s Confidential Information, but only for the purposes set forth in the Contract. Each Party must also ensure that all employees or agents who have access to the Confidential Information are also bound by the same confidentiality obligations.
7.3 The confidentiality obligations of the contract do not cover cases in which information:
a) was in the legitimate possession of the other Party before the Contract negotiations took place;
b) is or becomes part of the public domain;
c) was legitimately brought to attention from a third party not subject to disclosure limitations;
d) is required to be made known to a competent judicial body, or by the public authority, in cases provided for by law.
8.1 For the distinct purposes of the execution of the Contract, the User authorizes Mumble to process:
b. personal data on behalf of the User in accordance with the attached Data Processing Agreement (Annex A). By mutual agreement, the parties refer to the regulation of the processing of personal data connected to the Service.
9. Statements and Guarantees
9.1 Mumble makes every effort in order to guarantee the efficiency of the Service. At the same time, however, Mumble does not guarantee even minimum levels of results in terms of commercial activity. The Service could also suffer from interruptions or malfunctions, either totally or partially, due to force majeure or similar problems, such as:
a) third party connections, which are necessary in order to use the Service;
b) compatibility with third-party software or products, programs, or data that do not belong to Mumble, used in combination with the Service.
9.2 The User assumes all responsibilities regarding the choice and use of the Service, along with its compliance regarding its own needs and expectations.
9.3 The User guarantees to be in possession of the necessary rights, licenses, authorizations, and to distribute the products built/created by means of the Service.
9.4 The User agrees to indemnify the Company from any loss, liability, proceeding, governmental investigation, actual or threatened executive action coming from or relating to the User’s activities pursuant to these Conditions, or to the User’s acts or omissions in relation to the supply of any product offered to the public and created through the Service.
10. Limitations of Responsibility
10.1 Without prejudice to cases of willful misconduct or gross negligence, the Company is in no way liable to the User or third parties for any direct or indirect damages suffered by the User and/or third parties, which arise from the use and/or lack of the Service.
10.2 From this point forward, the Parties establish that the overall responsibility of Mumble towards the User, for any and all claims relating to or arising from this contract or based on claims for compensation or contribution, will not exceed the total amount paid by the User for the Service in the 12 (twelve) months prior to when the event occurred, giving way for the liability.
10.3 The User acknowledges that Mumble is unable to exert any control over the contents and information transmitted and/or received and/or stored by the User through the Service.
11. Contract Closure and Suspension
11.1 The duration of this Contract will begin from the date when the User accepts the Terms and will continue until the account is closed, as indicated below.
11.2 The User can close the account at anytime, through the account management tools made available by Mumble.
11.3 Mumble may terminate or suspend the account if the user commits a substantial breach of any provision of these Terms, and does not resolve the breach within five (5) days of written notice of the given violation.
11.4 Mumble may close or suspend the account in the following cases:
a. the User violates one of the provisions of these General Conditions;
b. there is reason to believe that the use of the Service is fraudulent or is negatively impacting the operational capacity of the Service;
c. the User is subject to liquidation, insolvency proceedings, a change in management, or closure of the activity.
11.5 Mumble will not provide the User with any sort of refund in the case of suspension or closure of the account, if one of the aforementioned provisions have been violated.
11.6 The contract will be considered terminated by law, pursuant to Article 1456 of the Civil Code, without prejudice to Mumble’s right to compensation for damages and any other legal remedy.
12. Applicable Laws
12.1 This Contract is subject to Italian law and the court holding exclusive territorial jurisdiction, which is identified to be the Court of Modena.
Appendix A - Data Processing Agreement
This Agreement for the Processing of Personal Data is signed between the User (hereinafter referred to as “Owner”) and Mumble S.R.L. (hereinafter referred to as “Processor”), jointly understood as the “Parties”, and each individually known as a “Party”. This reflects the agreements between the Parties with reference to the processing of personal data.
This Contract is signed to clarify the obligations of Mumble S.R.L, as the Processor of the personal data transmitted by the Owner.
Mumble S.R.L. will process personal data only in the manner and purposes indicated in the Contract, protecting the Owner against potentially unlawful processing, within the limits of these agreement provisions.
- according to the art. 28 of the Regulation, the Owner of the processing of personal data may put forward an actual person, a legal person, a public administrator, and any other entity, association, or body that is responsible for data processing, which is selected from subjects that, by experience, capacity, and reliability, provide a significant guarantee of full compliance with the provisions in force concerning treatment, including security profiles;
- the Processor must present adequate guarantees to implement the necessary technical and organizational measures, in order for the processing to meet the requirements of the Regulation, thus guaranteeing the protection of rights;
- the Processor must proceed with the processing according to the instructions given by the Owner;
- the Owner allows the Processor, and anyone acting under its authority, to access only the specific personal data that is necessary to fulfill the assigned tasks;
- referring to the Service made available by Mumble, this last provision could process personal data of third parties provided by the Owner.
- the purpose of processing is to provide a Service that allows for the creation and online distribution of digital content; all processing done and carried out by the Processor are in compliance with the contractual obligations between the Parties;
- the processing categories may include collection, organization, structuring, storage, adaptation, consultation, use, communication, distribution, cancellation, and destruction;
- the processed data may include common known data (name, surname, contact details), specific data (for example, data related to health status, ethnicity, sexual orientation, political, philosophical, or religious convictions), judicial data both from the Owner and third parties, data necessary for invoicing and any other tax and fiscal charges, as well as data relating to residence permits;
- the affected Parties are the third parties, of which the Owner provides the aforementioned pieces of data;
Having Said This:
1. Privacy Roles
1.1 The Owner is responsible for deciding on the purposes and methods of processing personal data. The Owner designates Mumble as Processor, responsible for the processing of personal data carried out in the context of the active contractual agreements.
1.2 In any case, the Owner exclusively entrusts the Processor with all processing operations of personal data, which is necessary to fully implement the attached contract.
2. Processor Obligations
2.1 The Processor, within the scope of their competence, is bound by law and this contract, for themselves, any employees, and for anyone who collaborates with this business, in compliance with the provisions of the Regulation, along with the applicable national legislation of the sector, the provisions, and/or authorizations, and/or guidelines of the Guarantor for the Protection of Personal Data, when applicable. The Processor must carry out functional processing related to the tasks assigned to them in accordance with this contract and with the purposes for which the data is collected. If it is necessary to process personal data that are different than what is normally performed, the Processor will inform the Owner in advance, as the Owner may oppose this action.
2.2 The Processor will only be responsible in the case of malice or gross negligence when using the Service, and will in no way be liable for any malfunctions or data breach relating to the data of the Owner, nor that of its clients connected to the Internet of the Owner. Nor will the Processor be liable for any interceptions, interruptions, loss, or modification of Personal Data through the Internet, which derive from acts or omissions of the Owner.
2.3 The Processor, understanding the state of the art and implementation costs, along with the nature, object, context, purpose of processing, associated risk of various probable scenarios, and the severity for the rights and freedoms of people, implements adequate organizational and technical measures to guarantee an adequate level of security for the associated risks, and seeks to protect the personal data received, as foreseen by art. 32 of the Regulation. The Processor is authorized to implement alternative measures or designate alternative places for data storage, provided that the level of security of the selected measures is considered adequate in all regards.
2.4 In the case that the Processor communicates the personal data covered by this agreement to their staff, the Processor ensures that the aforementioned staff: 1) will maintain confidentiality or is subject to a legal obligation of confidentiality, and; 2) processes the personal data of the Owner by following the instructions of the Owner, in compliance with the obligations contained in this Agreement.
3. Owner Obligations
3.1 The Owner will undertake all appropriate and necessary actions and will be responsible for the consequences if any employees of the Owner use the Service in an unsuitable way, and in particular, for the confidential storage of the names and passwords to the Service.
3.2 The Owner guarantees that the personal data and/or the special categories of personal data transmitted to the Processor are collected in compliance with all the necessary provisions of current legislation regarding the processing of personal data, including the identification of correct law. The Owner declares that the personal data transferred to the Processor are accurate, relevant, and do not exceed the requirements identified in this agreement. The Owner acknowledges that it is their sole responsibility to comply with any possible additional duties and obligations in order to make the transfer of personal data lawful to the Processors and Sub-Processors, pursuant to the applicable legal provisions on the protection of personal data.
3.3 The Owner remains responsible for the processing of information implemented through application procedures, developed according to their specifications and/or through their own Information Technology or telecommunications tools. The Processor, at the request of the Owner, assists the latter in the procedures before the Guarantor, or the appropriate judicial authority in relation to the activities that fall within its jurisdiction.
4. Processing Authorization by Sub-Processors
4.1 The Owner agrees that, exclusively for the provision of this Service, the Processor may use Sub-Processors for the processing of personal data provided by the Owner. The Owner will be informed of the possible addition of Sub-Processors or their modifications, and will have the possibility to oppose. The Sub-Processors will be bound by a legal agreement, containing the same obligations identified in this clause, referring to the protection of the processing of personal data, including adopting adequate technical and organizational measures.
5. Collaboration and Assistance Obligations
5.1 The Parties undertake to cooperate in good faith in order to ensure compliance with the provisions in this Agreement, including but not limited to: the duty to ensure the correct and timely exercise of the rights of the data subject, management of security incidents and violations of the personal data in order to mitigate any possible adverse effects that may arise, assistance in the formulation of any impact assessments, collaboration with control authorities, adoption of the appropriate technical and organizational measures to ensure compliance with these obligations.
5.2 The Processor understands the nature of processing and the information that is made available. Thus, the Processor assists the Owner in all activities identified in this clause, including timely communication to the Owner; the Owner acknowledges and accepts that, in the event that such cooperation and assistance requires a significant use of resources by the Processor, it could be chargeable to the Owner, subject to prior agreement.
6. Data Transfer
6.1 In so far that the Regulation is applicable and an Adequacy Decision does not exist, the Owner and the Processor undertake the signing of the Standard Contractual Clauses (SCC), identified by the European Commission. To this extent, the Owner expressly authorizes the signing of the SCC, allowing the Processor to sign the SCC with an extra EEA Entity on behalf of the Owner.
6.2 The Owner acknowledges that it is their responsibility to comply with possible additional duties and obligations in order to make the transfer of personal data lawful to the Data Processors and Sub-Processors, pursuant to the applicable legal provisions on the subject of personal data.
7. The Return and Cancellation of Data
7.1 At the end of the entrusted data processing operations, as well as upon the termination of the processing by the Processor or the underlying relationship with the Service, the Owner may, for any reason at their discretion, instruct the Processor to: i) return the data subject to processing to the Owner or ii) completely destroy the data, except in cases where data storage is required by law or other purposes.
In the case that the Owner does not express a preference in the matter within six months of termination of the relationship, the Owner declares that the Processor can automatically delete the data subject to processing.
8. Violations of Personal Data
8.1 The Owner acknowledges and accepts the fact that the Processor will not be held responsible in the occurrence of violations of personal data that is not attributable to negligence of the Processor.
8.2 In the event that the Processor becomes aware of a personal data breach, they must:
a. adopt all appropriate measures and protocol to contain and mitigate the violation of personal data, including notifying the Owner without an unjustified delay. The Processor reserves the right to determine the compliance measures taken within the applicable legal provision;
b. collaborate with the Owner to investigate: the nature, categories and approximate number of data subjects involved, categories and approximate amount of personal data involved, and the probable consequences of such a violation with regards to the gravity of the violation and its overall impact on the Owner and on the provision of the Service put forth by this contract.
c. in areas where the applicable legal provisions regarding the protection of personal data require notifying the competent control authorities and those concerned with violations of personal data, the Processor must comply with the instructions of the Owner; solely the Owner has the right to determine the measures taken to comply with the applicable provisions and remedy any risk, including (i) determining which parties should be notified based on the applicable legal provisions (ii) determining the content of the notice, as well as any remedial action, including the nature and recipients referenced in the previous point.
9. Duration and Mandate
9.1 This engagement will have the same duration as the Contract. Should this cease to be effective for any reason, this engagement will automatically be withdrawn without the need for communication or revocation, and the Processor will no longer be entitled to process the data of the Owner.
9.2 With this Agreement, the Processor accepts the mandate that will be executed without financial remuneration as part of the Service, confirming that they have read and understood the assigned instructions.
Appendix B - Pricing
Mumble also offers personalized subscription plans for users with a different set of needs. Unless otherwise specified, the General Terms and Conditions will still apply to these separate agreed-upon plans, with the exception of point 2.1.