terms and conditions

General conditions of services

General conditions of the Energy Management service

1. Subject matter - These General Conditions govern the terms and conditions for the provision of the Energy Management Service provided by AEM Acotel Engineering and Manufacturing S.p.A., headquartered in Rome, Via delle Macere 20, 00060, Formello, Rome (hereinafter "Acotel"). Through the Contract, of which these General Conditions are an integral part, Acotel sells and the Customer purchases tangible and intangible movable goods as indicated and offered for sale at www.acotel.com and/or in the Order Form.

2. Definitions - The following expressions shall have the same meanings as given in this Article wherever they are used in these General Conditions:

"Account": means the set of identification data of the Customer and any Invitees that enables the use of the Service and consists of username and password;

"Activation Code": code that uniquely identifies the Apparatus;

"Apparatus": means the device for remote metering of consumption that enables the use of the Energy Management Service. For technical characteristics of the Apparatus and further functional details, please refer to www.acotelnet.com;

"Customer": is the natural or legal person who requests Acotel to provide the Service;

"General Conditions": are these "GENERAL CONDITIONS OF SUPPLY OF ENERGY MANAGEMENT SERVICE."

"Contract": the agreement between the Customer and Acotel concerning the provision of the Service, governed by these General Terms and Conditions and the special conditions set out in the Order Form;

"Fee" means the periodic and/or one-time amount that the Customer agrees to pay for the use of the Service and/or any Ancillary Services;

"Quick Guide" means a document containing instructions for installing the Apparatus and using the Energy Management Service in the Apparatus package;

"Privacy Policy": is the document that can be consulted in the dedicated area of the Platform that indicates how personal data will be processed by reason of the performance of the Service;

"Invitees": means those individuals enabled by the Customer to access the Service;

"Order Form": is the contractual document with which the Customer expresses his willingness to use the Service and to conclude the Contract, and which contains the particular conditions of the provision.

"Platform": is the interface provided by Acotel, accessible by app and web, which allows access via the Account to the Service;

"Activation Process" means the process that the Customer must complete in order to use the Service, as described in Article 5;

"Service": is the Energy Management Service that Acotel provides to the Customer;

"Ancillary Services" any additional services offered by Acotel to the Customer in connection with the Service, described on the site www.acotelnet.com or in the Order Form, and which may be requested by the Customer by signing the Order Form.

3. Intellectual Property - By accepting these Terms and Conditions, Customer does not acquire any ownership of the software or know-how related to the software or the Service and is not granted the use of Acotel's trademark, except as otherwise expressly provided in writing between Acotel and Customer.

4. Apparatuses - In order to use the Service, the Customer must be equipped with at least one Apparatus. The installation and use of the Apparatus must take place exclusively on Italian territory.

5. Requirements and Initiation of Service - The following requirements must be met by the Customer in order to activate and use the Service:

- Having an Apparatus;

- Have an electricity consumption meter with an electronic display (the so-called "electricity meter"), equipped with a pulse-emitting LED, connected to the power grid of a local distributor;

- have cellular mobile network coverage at the place of installation of the Apparatus, as the transmission of consumption data is via cellular network for which there is no cost charged to the Customer.

With the activation request, the Customer confirms that he/she meets the above requirements.

The Customer understands that the provision of the Service for the entire duration of the Contract will be subject to maintaining the above requirements. Having ascertained the presence of the above requirements, the Customer shall complete the following Activation Process:

- Provide installation and activation of the Apparatus by following the instructions in the Quick Guide found inside the Apparatus package;

- register his or her Account on the Platform, choosing his or her own login credentials or log in directly if he or she already has a username and password;

The Account allows you to take advantage of the Service using the features of the Service as listed when you purchased the Service.

6. Functionality of the Service - The functionalities of the Service are those reported at the time of purchase of the Service. The Customer acknowledges and accepts that Acotel reserves the right to make corrections, updates and changes in the technical-operational functionalities of the Service even without prior notice to the Customer. The Customer also acknowledges and accepts that Acotel may perform upgrades of the Equipment remotely. The Customer acknowledges and accepts that the consumption and expense data collected through the Service are the result of an estimate that, although accurate, may present some deviations from the actual consumption reported in the bill. Therefore, it is understood that in the event that the consumption detected through the Service deviates from what is detected by the electricity distributor, the latter will prevail for billing purposes. For cases in which the functionality of the Service depends on installation, configuration and/or in general setting activities, and where these have not been carried out by Acotel and/or have been carried out in a manner that differs from the indications provided by Acotel and/or contained in the Equipment packaging, Acotel assumes no responsibility nor does it provide any guarantee that all or part of the Service will function correctly.

7. Acotel's Customer Service and Communications - Acotel provides Customer Service that can be reached through the telephone numbers and at the times listed at www.acotelnet.com www.acotelnet.com or www.acotel.com, by email to the email address supporto@acotel.com, by certified e-mail at. segreteria@pec.aem.net, by regular mail at AEM Acotel Engineering and Manufacturing S.p.A., Via delle Macere 20, 00060, Formello, Rome. 7.1 Warranty. Acotel warrants the warranty against manufacturing defects, according to the terms, conditions and terms indicated by the Service Department or in the documents included in the Equipment packaging, pursuant to and for the purposes of the law, for the period of 12 months from delivery of the Equipment or for the period indicated within the Order Form, if different. The Customer is entitled to the warranty for lack of conformity on the product provided that the product has been used correctly and in compliance with its intended use as well as with everything provided in the documentation attached to the product itself, as delivered to the Customer inside the packaging. For the purposes of the warranty, the Customer is required to retain the purchase receipt and documentation containing the product identification code delivered to the Customer at the time of delivery of the product.

8. Online availability of the Service - Acotel guarantees the availability of access to the Platform for not less than 98.00% of the time, calculated on an annual basis, with the exclusion in the calculation of the annual basis of the so-called "maintenance window" (from 11pm to midnight from Monday to Thursday). Except for causes of force majeure and/or malfunctioning not attributable to it, Acotel nevertheless guarantees the continuity, even in the "maintenance window", of the activity of data collection from the Apparatuses.

9. Consideration - The Customer acknowledges and accepts that the "one-time" Consideration shall under no circumstances be refundable or returnable, subject to the provisions of the Consumer Code for Consumer Customers. For the provision of the Service and/or for any Accessory Services/single Equipment requested, the Customer agrees to pay the Consideration on the terms specified in the Order Form. Unless otherwise specified in the Order Form, the Customer shall pay the Consideration according to the billing method indicated in the same (bank transfer, RID debit, credit card).

10. Customer's Liability - The Customer is solely responsible for the direct and/or indirect use of the Service and shall indemnify and hold Acotel harmless from any liability, claim, suit or action arising out of or relating to the use of the Service or the violation of these General Terms and Conditions, including court costs and costs of representation and defense in arbitration or mediation suits or proceedings. The Customer is obliged to guard the access credentials of the Service, being responsible for any use of the same by third parties, including unauthorized ones. The Customer undertakes to indemnify Acotel, its employees, directors and collaborators, against any claim, prejudice, proceeding, charge, cost or damage that the same may incur as a result of the actions of the Customer, Invitees or third parties, including but not limited to damages for which compensation is sought as a result of conduct or omissions attributable to the improper or inadequate use of the Equipment and/or Services by the Customer. The Customer agrees, for itself and for any third parties who otherwise access the Service, not to make any changes to the Service pages, data and/or information transmitted through the Service.

11. Acotel's Liability - Notwithstanding that nothing in these General Terms and Conditions shall exclude or limit Acotel's and Customer's liability for death or personal injury resulting from the negligence of either party or their respective officers, agents or employees, willful misconduct or fraudulent misrepresentation, gross negligence, misuse of confidential information, Acotel's liability in the provision of the Service shall not, however, exceed the amount of the Fee due in the relevant year from the Customer, subject to the provisions of the Consumer Code for Consumer Customers. Acotel shall also be liable within the aforementioned limits for direct or indirect, incidental or consequential damages suffered by the Customer for any claims, non-compliance with laws or regulations, lost revenue or loss of business opportunities that may result from momentary impossibility or delays from access to the Service offered, as well as functional inadequacies of the same, where ascertained by the competent Authorities. Any liability of Acotel for the interruption, suspension or malfunctioning of the Service due to, by way of example, but not limited to: the malfunctioning of the infrastructures the Customer uses, interventions carried out by the Customer or by parties commissioned by the Customer, the lack of one or more of the requirements indicated in Article 5 and the provisions of Article 10 is excluded.

Acotel is not liable for damages suffered by the Client, Invitees, or third parties as a result of their improper use of the Service.

Acotel will not be liable for malfunctions or alteration of the performance provided by the Service if the Equipment and/or the system instrumental to the provision of the Service itself have been subject to improper use and/or maintenance, that is, different from what is stated in the reference specifications contained in the installation and use information, in the technical documentation issued in any capacity, in the rules of use generically applied or otherwise inferable from the peculiar characteristics of the Equipment itself.

Acotel, moreover, specifically disclaims any responsibility for: a) correctness and accuracy of the processing carried out through the Service, if these depend on data entered directly by the Customer; b) automatic or manual execution of commands set on the devices that can be controlled through the Service; c) use of Equipment not supplied by Acotel; d) use of the Service through Equipment supplied by Acotel but tampered with or otherwise used in a manner not in accordance with the instructions in the user manuals.

12. Processing of Personal Data - The Customer's personal data are processed by Acotel in compliance with the applicable provisions on the processing of personal data, as provided for by the General Data Protection Regulation or "GDPR" General Protection Data Regulation" (EU Regulation No. 2016/679). ACOTEL will provide the Customer, upon activation of the Service and by the most appropriate means, with an information notice pursuant to Article 13 of the GDPR regarding all aspects concerning the processing of data within the contractual relationship and the provision of the Service.

13. Duration of the Contract - Without prejudice to the presence of different agreements or special conditions recognized to the Customer, the duration of the Contract is 12 (twelve) months, a period that automatically renews at the expiration, from time to time, for equal periods of 12 (twelve) months. The Customer may exercise the cancellation and avoid the automatic renewal of the Contract (and therefore of the Service) through specific notice to be sent to one of the addresses indicated in Article 7, no later than 60 (sixty) days after the expiration of the annuity of the Service.

The duration of the Contract starts from the registration of the Equipment in the Platform through the website www.acotelnet.com or the Acotel Net mobile application or, in any case, after 30 (thirty) days from the date of delivery of the Equipment.

In the event that the Contract is not renewed, the Equipment will be deactivated and will no longer be usable, even if the Customer subsequently requests renewal of the Service. Subject to different agreements or special conditions recognized to the Customer, Acotel reserves the right not to renew the Contract by notifying the Customer.

Suspension. In the event that the Customer is in default of any of the provisions contained in these General Conditions, except in cases of particular urgency and/or danger in which Acotel may also act by suspending the Service without any prior notice, Acotel shall inform the Customer of such default in such manner as it deems reasonable, which may include sending a notice by email and invite the Customer to remedy the default within a reasonable period of time; in the event that the Customer does not remedy the default within the specified period, without prejudice to the right to terminate the Contract, Acotel shall also have the right to suspend the Service in advance.

14. Right of Withdrawal (Consumer Customer) - In case of purchase and/or renewal against payment of the Service (Service + Equipment) or individual Equipment/Service Only, pursuant to and for the purposes of the Consumer Code, the Customer who is a natural person acting in the capacity of consumer (hereinafter "Consumer"), within the term of 14 (fourteen) days from the activation/renewal of the Service or delivery of the Equipment if purchased individually, may exercise the right of withdrawal (or reconsideration), without any charge and without any obligation to state reasons, obtaining a refund of any Consideration by bank transfer to the coordinates that the Customer will have communicated to Acotel. To exercise the right of withdrawal, the Customer must send, within the aforementioned period of 14 days a) the appropriate form published on the Site completed by the Customer or b) a communication of similar content to the contact details indicated in Article 7.

15. Express Termination Clause - Without prejudice to any other termination of the Contract provided by law or by the Contract itself, Acotel reserves the right to terminate the Contract for the provision of the Service pursuant to Article 1456 of the Italian Civil Code, with written notice and without prejudice to the right to compensation for damages in the following cases: a) 30 (thirty) days after the date of suspension of the Service pursuant to art. 13 of these Conditions; b) in the event of fraudulent use, or in any case contrary to laws or regulations of the Equipment and/or the Service; c) in the event of the Customer's failure to comply with the obligations set forth in the following articles: 9 (Fee); 10 (Customer's responsibility); 12 (Processing of personal data); 17 (Confidentiality). It is understood that in the event of termination of the Contract, the Customer will still be required to pay any Fees due and accrued up to the expiration date of the Service, in addition to any other amounts due under this Contract.

16. Modification of contract terms and conditions - Acotel reserves the right to modify these Conditions, fees and/or other contractual documentation for the following reasons: a) for technical modernization of the production or marketing facilities of the Service; b) for changes in the regulatory or legislative framework affecting the provision or manner of provision of the Service; c) for changes in the manner and terms of activation and deactivation of the Service. It will be Acotel's responsibility to ensure the timely updating of the contractual documentation, available through the Customer Service and the website www.acotelnet.com. If the Customer, if a consumer under the definition of the Consumer Code, does not agree with the changes made, he/she may exercise the right to terminate the Contract, subject to 30 (thirty) days' notice by means of the methods and at the addresses provided for in Article 13.

17. Confidentiality - The Customer undertakes for itself and for any Invitees and third parties, to keep confidential and not to use for purposes other than the execution of this Contract, any information or document, even where reproduced on computer support, inherent in the supply, know-how, Acotel's business activity and in general any information relating to the conclusion or execution of this contract.

18. Miscellaneous - Acotel will communicate with the Customer by sending e-mails to the Account e-mail address provided and validated by the Customer according to the procedure indicated on the site www.acotelnet.com, as well as through the contact details provided by the Customer when registering the Account. All communications sent to the aforementioned contact details shall be understood to be known by the Customer; for this purpose, it is suggested that Acotel's e-mail address be included in the Customer's contact list in order to avoid the possible receipt of messages within the spam folder. For any communication, the Customer may use one of the addresses indicated in Article 7, unless otherwise provided.

Any tolerance of conduct engaged in by the Customer in breach of the Contract shall not constitute a waiver by Acotel of its rights arising out of the breached provisions, nor of its right to demand exact performance of all services due and to compensation for any damages suffered. Should one or more of the provisions of the Contract be void or invalid or ineffective, in whole or in part, any different provisions and clauses shall retain full force and effect, and the Parties shall in good faith determine replacement clauses for the void, invalid or ineffective ones having content more similar to the replaced ones, in order to safeguard the general effectiveness of the contract. Customer shall not assign any of its rights or obligations under this Agreement without the prior written consent of Acotel.

19. Applicable Law and Jurisdiction - The Contract and these General Conditions shall be governed by Italian law and any dispute related to the conclusion or execution thereof shall be under the exclusive jurisdiction of the Court of Rome. In the case of a Contract entered into by the Consumer, the Court of domicile or residence of the Customer shall have jurisdiction.

General terms and conditions of the My Energy Meter service

1. Subject matter - These General Conditions regulate the terms and conditions for the provision of the "My Energy Meter" service provided by AEM Acotel Engineering and Manufacturing S.p.A., headquartered in Rome, Via delle Macere 20, 00060, Formello, Rome (hereinafter "Acotel"). Through the Contract, of which these General Conditions are an integral part, Acotel sells and the Customer purchases tangible and intangible movable goods as indicated and offered for sale at www.acotelnet.com, www.acotel.com and/or in the Order Form.

2. Definitions - The following expressions shall have the same meanings as given in this Article wherever they are used in these General Conditions:

"Account": means the set of identification data of the Customer and any Invitees that enables the use of the Service and consists of username and password;

"Activation Code": code that uniquely identifies the Apparatus;

"Apparatus", "MEM" or "SMART MEM": means the device (may be "MEM", "SMART MEM" or other model) for remote metering of consumption that enables the use of the My Energy Meter Service. For the technical characteristics of the Apparatus and further functional indications, please refer to www.acotelnet.com;

"Customer": is the natural or legal person who requests Acotel to provide the Service;

"General Conditions": are these "GENERAL CONDITIONS OF SERVICE -MY ENERGY METER-";

"Contract": the agreement between the Customer and Acotel concerning the provision of the Service, governed by these General Terms and Conditions, the Privacy Policy and the special conditions set out in the Order Form;

"Fee" means the periodic and/or one-time amount that the Customer agrees to pay for the use of the Service and/or any Ancillary Services;

"Quick Start Guide": a document containing directions for installing the MEM or Smart MEM and using the My Energy Meter Service in the Equipment package;

"Privacy Policy": is the document that can be consulted in the dedicated area of the Platform that indicates how personal data will be processed by reason of the performance of the Service;

"Invitees": means those individuals enabled by the Customer to access the Service;

"Platform": is the interface provided by Acotel, accessible by app and web, which allows access via the Account to the Service;

"Activation Process" means the process that the Customer must complete in order to use the Service, as described in Article 5;

"Service": is the "My Energy Meter" service that Acotel provides to the Customer;

4. Apparatuses - In order to use the Service, the Customer must be equipped with at least one Apparatus. The installation and use of the Apparatus must take place exclusively on Italian territory.

5. Requirements and Activation of the Service - In order to activate and use the Service, the Customer must meet the following requirements:

- Having an Apparatus;

- Have an electricity consumption meter with an electronic display (the so-called "electricity meter"), equipped with a pulse-emitting LED, connected to the power grid of a local distributor;

With the activation request, the Customer confirms that he/she meets the above requirements.

- Provide installation and activation of the Apparatus by following the instructions in the Quick Guide found inside the Apparatus package;

- register your Account on the Platform through the website www.acotelnet.com, the Acotel Net mobile application or the website www.acotel.com, choosing his own login credentials or access directly, in case he already has a username and password. The duration of the Service starts from the registration of the Equipment in the Platform or, in any case, after 30 (thirty) days from the date of delivery of the Equipment.

6.1 Suspension of Service. In the event that the Customer is in default of any of the provisions contained in the Contract (except in cases of particular urgency and/or danger in which Acotel may also act by suspending the Service without any notice whatsoever), Acotel shall inform the Customer of such default in such manner as it deems reasonable, which may include sending a notice by email and invite the Customer to remedy the default within a reasonable period of time; in the event that the Customer fails to remedy the default within the specified period, without prejudice to the right to terminate the Contract, Acotel shall also have the right to suspend the Service in advance.

7. Customer Support and Communications - Acotel provides the Customer with a Customer Service Department that can be reached through the telephone numbers and at the times listed on www.acotel.com or www.acotelnet.com, by email at supporto@acotel.com, Via PEC at: segreteria@pec.aem.net or by regular mail at AEM Acotel Engineering and Manufacturing S.p.A., Via delle Macere 20, 00060, Formello, Rome.

7.1 Warranty. Acotel warrants the warranty against manufacturing defects, according to the terms, conditions and terms indicated by the Service Department or in the documents included in the Equipment's packaging, pursuant to and for the effects of law, for the period of 12 months from delivery of the Equipment or for the period indicated within the Order Form, if different. For Consumer Customers (in the definition of Legislative Decree September 6, 2005, No. 206 as amended, hereinafter "Consumer Code") applies, in particular, the warranty for lack of conformity of 24 months from delivery of the Apparatus as provided for in Articles 128 ff. of the Consumer Code. The Customer is entitled to the warranty for lack of conformity on the product provided that the product has been used correctly and in compliance with the intended use as well as with everything provided in the documentation attached to the product itself, as delivered to the Customer inside the packaging. For the purposes of the warranty, the Customer is required to retain the purchase receipt and documentation containing the product identification code delivered to the Customer at the time of delivery of the product.

8. Online Availability of the Service - Acotel guarantees the availability of access to the Platform for no less than 98% of the time, calculated on an annual basis, with the exclusion in the calculation of the annual basis of the so-called "maintenance window" (from 11pm to midnight from Monday to Thursday). Except for causes of force majeure and/or malfunctioning not attributable to it, Acotel nevertheless guarantees the continuity, even in the "maintenance window", of the activity of data collection from the Apparatuses.

9. Consideration - For the provision of the Service and/or for any Accessory Services/single Equipment requested, the Customer agrees to pay the Consideration on the terms and conditions set forth in the Order Form. The Customer acknowledges and accepts that the "one-time" Consideration shall under no circumstances be refundable or returnable, subject to the provisions of the Consumer Code for Consumer Customers. Unless otherwise specified in the Order Form, the Customer shall pay the Consideration according to the billing method indicated in the same (bank transfer, RID debit, credit card).

Acotel will not be liable for damages suffered by the Client, Invitees or third parties as a result of their improper use of the Service.

12. Processing of personal data - The Customer's personal data are processed by Acotel in compliance with the applicable provisions on the processing of personal data, as provided for by the General Data Protection Regulation o "GDPR" General Protection Data Regulation" (EU Regulation No. 2016/679). With regard to the processing of personal and consumption data of the subjects who use the Service (so-called "Interested Parties", which may be the Customer himself or, for example, the subjects to whom the Customer dispenses the Service, monitoring their consumption), there is a privacy setting according to which Acotel is framed as a Data Processor. Acotel shall, therefore, be appointed as Data Processor pursuant to and for the purposes of Article 13 of Legislative Decree No. 196/2003 as amended by Legislative Decree 101/2018, as well as pursuant to Article 13 of EU Regulation No. 2016/679, in accordance with a specific DPA - ("Data processing agreement") to be prepared by the Customer as Data Controller. The Data Controller, by means of a specific notice pursuant to Article 13 of the Regulation, will inform the Data Subjects that their personal data will be handled and processed by Acotel as Data Processor (in the manner provided by the aforementioned DPA) for purposes strictly related to the provision and execution of the Service. The details of the terms and methods of data processing (technical specifications of data processing and storage, Data breach recovery plan, etc.) will be agreed with the Data Controller within the aforementioned DPA. It is specified that Acotel is certified according to the international standard ISO/IEC 27001:2017, which defines the Information Security Management System.

13. Duration of the Contract and termination - Subject to different agreements or special conditions recognized to the Customer, the Contract starts from the signing of the Order Form and produces effects for 12 (twelve) months from the activation of the Service, as defined in the last sentence of Article 5, a period that automatically renews at the expiration, from time to time, for equal periods of 12 (twelve) months. The Customer may exercise the cancellation and avoid the automatic renewal of the Contract (and therefore of the Service) through specific notice to be sent to one of the addresses indicated in Article 7, not less than 60 (sixty) days prior to the expiration of the Service annuity.

In the event that the Contract is not renewed the Equipment will be deactivated and will no longer be usable, even if the Customer subsequently requests renewal of the Service. Subject to different agreements or special conditions recognized to the Customer, Acotel reserves the right not to renew the Contract by notifying the Customer.

14. Right of Withdrawal (so-called second thoughts - only for Consumer Customer) - Pursuant to and for the purposes of the Consumer Code, the Customer who is a natural person acting in the capacity of consumer (hereinafter "Consumer"), within the term of 14 (fourteen) days from the activation/renewal of the Service or delivery of the Equipment if purchased individually, may exercise the right of withdrawal (or reconsideration), without any charge and without any obligation to give reasons, obtaining a refund of any Consideration by bank transfer to the coordinates that the Customer will have communicated to Acotel. To exercise the right of withdrawal, the Customer must send, within the aforementioned period of 14 days a) the appropriate form published on the Site completed by the Customer or b) a communication of similar content to the contact details indicated in Article 7.

16. Modification of the contractual conditions - Acotel reserves the right to modify these Conditions, the fees, other contractual documentation and/or certain functionalities of the Service for the following reasons: a) technical modernization of the production or marketing facilities of the Service; b) change in the regulatory or legislative framework that affects the manner in which the Service is provided; c) technological developments that entail a change in the manner in which the Service is provided. In these cases, it will be Acotel's responsibility to provide for the timely updating of the contractual documentation and to notify the Customer through written communication.

It is, moreover, Acotel's right to modify the economic conditions of the Service. In this case, Acotel will give prior written notice to the Customer, who may decide to withdraw from the Contract if he/she does not accept the communicated change; if, within 30 (thirty) days of receipt of the notice of change, the Customer has not sent notice of withdrawal from the Contract to one of the at the addresses indicated in Article 7, the new offer conditions shall be deemed accepted.

Any tolerance of conduct engaged in by the Customer in breach of the Contract shall not constitute a waiver by Acotel of its rights under the breached provisions, nor of its right to demand the exact performance of all services due and to compensation for any damages suffered. Should one or more of the provisions of the Contract be void or invalid or ineffective, in whole or in part, any different provisions and clauses shall retain full force and effect, and the Parties shall in good faith determine substitute clauses for the void, invalid or ineffective ones having content more similar to the substituted ones, in order to safeguard the general effectiveness of the contract. Customer shall not assign any of its rights or obligations under this Agreement without the prior written consent of Acotel.