Terms and Conditions of NadirEO Platform

Effective 19/06/2026

These Terms and Conditions (the “Terms and Conditions“, the “Agreement”) regulate the relationship between Serco Italia S.p.A., a company incorporated under Italian law, with registered office at Viale dell’Astronomia 13, Rome 00144, Italy, tax code 06293370588, represented by Roberto Mulatti acting as Chief Executive Officer(hereinafter “Serco” or the “Platform Provider”) and any individual or corporate entity that intends to register on the Platform in order to purchase or obtain a license for Geospatial Data Services supplied by Content Providers through the Platform (the “Customer”)

Article 1 – Definitions

Applicable Law”: means all laws (whether national, EU, federal, state, local, municipal, provincial, foreign, international or multi-national), ordinances, rules, regulations, regulatory requirements and any form of secondary legislation, rule, statute, treaty or court or governmental orders having the force of law as applicable to the parties and/or the performance of this Agreement.

Confidential Information”: means all financial, business, technical or other data, as well as any other confidential information (whether in written, oral, electronic, magnetic or any other form) relating to the business of either Party, which is disclosed to or accessed by the other Party in connection with this Agreement.

Content Provider”: the party supplying Geospatial Data, Geospatial Data Services and associated metadata for sale on the Platform.

End User“: means any employee, contractor, affiliate, agent, or any other authorized natural person who is permitted under these Terms and Conditions to access the Services on behalf of the Customer.

Geospatial Data”: products captured by the Platform Provider directly or through its affiliate entities and contractors via satellites or other type of data sources and belonging to either the Platform Provider or its affiliate entities and contractors.

Geospatial Data Services”: value-added Geospatial services provided by the Content Provider to be sold and distributed through the Platform based on Geospatial Data or technologies that can be applied across multiple use cases or customer needs.

Intellectual Property Rights (IPRs)”:means rights in, and in relation to, trade secrets, rights in Confidential Information and other proprietary rights, including rights to know how and other technical information, any invention, patents for inventions and utility models, registered and unregistered models and designs, registered and unregistered trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), registered and unregistered copyright and related rights, including moral rights, rights in databases, domain names, and including all registrations and applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. 

Parties“: means collectively the Platform Provider and the Customer entering into this Agreement, and individually each of them a “Party”.

Platform”: the digital interface, website, infrastructural services or application operated by the Platform Provider and available at nadireo.com for hosting, marketing, and selling of Geospatial Data and Geospatial Data Services.

Services”: means the Geospatial Data Services, the provision of Geospatial Data and all related digital services made available through the Platform and the provision of the Platform itself.

Article 2 – Scope of the Agreement

These Terms and Conditions govern the Customer’s access to and use of the Platform and of the Geospatial Data and Geospatial Data Services made available through the Platform by the Content Provider. The specific terms and conditions governing the access to and use of such Geospatial Data and Geospatial Data Services may be further regulated by separate agreements entered into between the relevant Content Provider and the Customer at the time of the purchase, subscription to, or access to the relevant services.

The Parties shall act in good faith in the performance of this Agreement. In particular, the Platform Provider shall use commercially reasonable efforts to provide and operate the Platform in accordance with the terms and conditions set forth herein and in compliance with Applicable Law, while the Customer undertakes to access and use the Platform and the Services in a lawful manner, in compliance with these Terms and Conditions and Applicable Law, and in a way that does not damage, impair, disrupt or compromise the integrity, security or functionality of the Platform or the Services.

Article 3 – Business Customers Only

The access to and use of the Services are intended exclusively for professional and business purposes.

The Customer expressly represents and warrants that it is acting in the course of its trade, business, craft or profession and does not qualify as a consumer pursuant to Directive 2011/83/EU on Consumer Rights, Directive 93/13/EEC on unfair terms in consumer contracts, and any equivalent Applicable Law.

Article 4 – Obligations and Prohibitions of the Customer

The Customer may access and use the Services in accordance with these Terms and Conditions and all Applicable Law governing the Customer’s use of the Services. If Serco, in its sole discretion, suspects or believes the Customer to be in violation of any such laws or of these Terms and Conditions, it may immediately interrupt and block the use of and access to the Services without prior notice and without any liability towards the Customer.

The Customer represents that the End User accepting these Terms and Conditions has full legal authority to bind the Customer.

The Customer shall ensure that all obligations arising under these Terms and Conditions and Applicable Law are complied with by any End Users authorized by the Customer to access or use the Services, as well as by any individuals or entities accessing the Services through the rights of access and use granted to the Customer. Any activity carried out through the Services, and any breach of these Terms and Conditions or Applicable Law committed by an End User, shall be deemed to have been carried out or committed by the Customer itself.

If the Customer becomes aware of any breach of obligations under these Terms and Conditions by an End User, it shall promptly notify Serco, suspend such End User’s access to the Services, and cooperate with Serco in investigating the breach and in taking any action necessary to remedy it and recover any resulting damage.

The Customer is responsible for carefully evaluating whether the Geospatial Data and/or Geospatial Data Services to which it requests access or use are suitable for its needs and for the intended use. Serco makes no representations or warranties, express or implied, regarding the suitability or fitness of the Services for any particular purpose.

The Customer is prohibited, whether directly or indirectly, from:

  1. copying or reproducing the Services on any digital or physical medium for further reproduction or redistribution, except where expressly authorized in writing to do so;
  2. attempting to reverse engineer, decompile, disassemble, decode, or otherwise derive any part of the Platform or the Geospatial Data Services;
  3. attempting to disable, circumvent, or otherwise interfere with any security or monitoring measures implemented in the Platform or the Geospatial Data Services;
  4. uploading, introducing, or otherwise using any code or material that may result in a denial-of-service attack or any other disruption to Serco’s networks, systems, or infrastructure; or uploading, introducing, or otherwise using any malicious code that may compromise or disrupt the integrity, performance, or availability of any services, systems, or networks of Serco or any Content Provider, or any data contained therein;
  5. using any automated technologies intended to collect information from the Platform, unless expressly authorized;
  6. removing any trade name, logo, trademark, or any other indication of ownership of the Platform, the Geospatial Data, or the Geospatial Data Services belonging to Serco or any Content Provider;
  7. performing any act in violation of Applicable Law or these Terms and Conditions, as further specified in the following Articles.

Article 5 – Customer Account

In order to access the Services, the Customer will be required to create an account associated with valid registration information and payment details.

The Customer shall ensure that all information associated with its account remains accurate, complete and up to date.

The Customer shall be solely responsible for all activities carried out through its account, whether authorized by the Customer or not, including activities performed by any End User.

The Customer shall maintain the confidentiality and security of all login credentials, access keys or authentication tokens associated with the account and shall promptly notify the Platform Provider in the event of unauthorized access, disclosure or misuse.

Access credentials are provided exclusively for the Customer’s internal business use. Accordingly, the Customer shall not, and shall ensure that its authorized users do not:

  1. attempt to gain, or permit any third party to gain, unauthorized access to any of the Services;
  2. share, disclose, or otherwise make available access or login credentials to any unauthorized party;
  3. use any of the Services in a manner that circumvents the agreed conditions and limits of use.

Article 6 – Third-Party Geospatial Data Services

The Customer acknowledges that the Platform is designed to host or facilitate access to Geospatial Data and Geospatial Data Services, supplied by independent Content Providers.

The Platform Provider shall not be liable to the Customer for any loss, damage, claim or expense arising from or in connection with any acts or omissions attributable to the Content Provider in connection with the provision, licensing or use of the Geospatial Data or the Geospatial Data Services.

The Platform Provider shall not be obliged to verify the content published by the Content Provider or to assume any responsibility in respect thereof, save to the extent required by Applicable Law.

Notwithstanding the foregoing, the Customer acknowledges and agrees that, in certain cases, the Platform Provider may also act as a Content Provider and directly supply Geospatial Data and/or Geospatial Data Services through the Platform. In such cases, Serco is deemed to be both the Platform Provider and the Content Provider for the relevant Services. All provisions of these Terms and Conditions applicable to Content Providers shall, to the extent applicable, apply to Serco when acting in such capacity.

Where applicable, any additional specific terms and conditions applicable to such Geospatial Data and/or Geospatial Data Services as per Article 2 of this Agreement shall be indicated by Serco at the time of purchase.

The Customer further acknowledges that, even where Serco acts as a Content Provider, the Services may incorporate third-party data, technologies or components, and Serco shall not be liable for any deficiencies, inaccuracies or failures attributable to such third-party elements.

Article 7 – IPRs and Licensing Terms

The IPRs in the Platform and its underlying technology shall remain vested in the Platform Provider (or its suppliers) at all times.

The Platform Provider will grant the Customer, subject to the Customer’s compliance with these Terms and Conditions, a limited, non-exclusive, non-sublicensable, non-assignable, non-transferable and revocable license to access and use the Platform solely to access and use the Geospatial Data and Geospatial Data Services purchased through the Platform and in accordance with the terms and conditions applicable to such Services at the time of purchase or subscription. Except as expressly provided therein, no ownership rights or intellectual property rights will be transferred to the Customer.

Any attempt to sublicense, assign, transfer or otherwise make available the rights granted under this Agreement to any third party, except as expressly permitted herein, shall be null and void.

Except as expressly provided, no ownership rights or IPRs are transferred to the Customer, and the Customer acknowledges and agrees that it acquires no right, title, or interest in or to the Platform or any of Serco’s IPRs.

Consequently, the Customer shall not create derivative works based on the Platform, nor resell, sublicense, distribute, commercially exploit or otherwise make available the Platform, in whole or in part, outside the scope expressly permitted under these Terms and Conditions.

Article 8 – Fees and Payments

The Customer shall pay all applicable fees associated with the access to and use of the Services in accordance with the pricing and billing conditions communicated at the time of purchase of the Geospatial Data or Geospatial Data Services. Such payments shall be made through the Platform or by invoice issued by the Platform Provider, as communicated to the Customer within the Platform at the time of each order. In particular, the Customer hereby acknowledges that, following registration on the Platform, it will have the possibility to place orders for Geospatial Data or Geospatial Data Services.

The order shall be deemed automatically accepted and the contract for the purchase of the Services shall be deemed automatically concluded at the moment the Customer places the order, without any further confirmation or acceptance being required from either Party.

Unless otherwise agreed at the time the order is placed, the Customer shall be required to pay immediately the amount communicated at that time. The Platform Provider reserves the right to amend pricing structures, subscription models or billing methods upon at least 30 days’ notice. These changes will not apply in relation to the Services that have already been paid by the Customer. Should the new fees not be acceptable to the Customer, it may terminate the Agreement prior to their effective date, provided that any amounts due for Services already purchased remain payable and due.

Serco shall be entitled to offset amounts it owes against amounts it can claim from the Customer. The Customer shall not be entitled to offset amounts it owes against amounts it can claim from Serco.

In case of late payments, interests for late payments provided by article 5 of the Italian Legislative Decree 9 October 2002 No. 231 will be applicable.

Failure to timely pay any amount due may result in suspension or termination of access to the Services, without prejudice to any other remedies available under these Terms and Conditions or Applicable Law.

Article 9 – No Warranty

Except as expressly provided under these Terms and Conditions and to the maximum extent permitted by Applicable Law, the Services are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.

Without limiting the generality of the foregoing, the Platform Provider expressly disclaims all warranties relating to:

  1. uninterrupted or error-free operation of the Platform;
  2. availability, accessibility, or continuity of the Platform;
  3. accuracy, completeness, or reliability of the Geospatial Data or the Geospatial Data Services;
  4. fitness for a particular purpose;
  5. non-infringement.

The Customer acknowledges that the Geospatial Data, Geospatial Data Services, and all related information may contain inaccuracies, distortions, delays, incomplete coverage, or technical errors.

The Customer remains solely responsible for any decisions, analyses, operations, or activities carried out on the basis of such information.

The Customer shall indemnify and hold harmless the Platform Provider and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, claims and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Customer’s use of the Services in breach of these Terms and Conditions or Applicable Law; (ii) any claim by a third party arising from the Customer’s use of the Geospatial Data or Geospatial Data Services; or (iii) any breach by the Customer of its representations, warranties or obligations under these Terms and Conditions.

Article 10 – Limitation of Liability

To the maximum extent permitted by Applicable Law, in no event shall the Platform Provider be liable to the Customer for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, arising out of or related to this Agreement or the use of the Platform or the Services, even if advised of the possibility of such damages.

The Platform Provider will not be liable for any failure to perform its obligations related to the Platform in accordance with these Terms and Conditions, which is directly or indirectly caused by:

  1. the Content Provider’s failure to provide timely and adequate supervision, instructions, approvals, decisions, or information, or delays, dependencies, or constraints caused by the Content Provider; or
  2. any acts or omissions of the Content Provider, or any events or circumstances within its reasonable control.

In any event, the aggregate liability of the Platform Provider arising out of or in connection with this Agreement shall not exceed the lesser of: (i) the total amount actually paid by the Customer to the Platform Provider during the six (6) months immediately preceding the event giving rise to the claim; or (ii) EUR 100,000.

Notwithstanding the foregoing, nothing in these Terms and Conditions shall exclude or limit the liability of a Party for fraud or wilful misconduct (dolo), gross negligence (colpa grave) as provided under Article 1229 of the Italian Civil Code, nor for any other liability that cannot be lawfully excluded or limited under Applicable Law.

Article 11 – Force Majeure

If and to the extent that the Platform Provider’s performance of any of its obligations under these Terms and Conditions is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, labor disputes, government actions, or internet outages, or any other similar cause beyond the reasonable control of the Platform Provider (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the Platform Provider shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and the Platform Provider continues to use all its reasonable efforts to recommence performance whenever and to whatever extent possible without delay, and to mitigate the impact of its non-performance, including through the use of alternate sources, workaround plans or other means.

If the performance of the Platform Provider is prevented, hindered, or delayed by a Force Majeure Event, it shall notify the Customer of the occurrence of such Force Majeure Event and shall use commercially reasonable efforts to continue performance or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event.

Article 12 – Term and Termination

These Terms and Conditions become effective upon Customer’s acceptance during the registration process (the “Effective Date”) and shall remain effective from the Effective Date until terminated in accordance with this Article 12.

The Platform Provider may terminate at its discretion the Agreement at any time upon prior notice to the Customer of at least thirty (30) days. In such case, the Platform Provider shall refund the Customer for any amounts already paid in respect of Geospatial Data Services relating to the period following the effective date of such termination, net of any amounts owed by the Customer to the Platform Provider and the potential damages suffered and costs borne by the Platform Provider due to the Customer’s misconduct.

The Customer may terminate the Agreement at any time by ceasing to use the Platform and closing its account, provided that it complies with the obligations undertaken at the time of purchase of the Geospatial Data and Geospatial Data Services.

The Platform Provider may terminate the Agreement immediately upon written notice if the Customer commits a breach of the obligations set forth in Articles 4, 5, 7, 8, 15 and 17 and such breach is not capable of being cured, or, if capable of being cured, is not cured by the Customer within 15 days of receipt of such notice.

The termination terms of the agreement for the provision of Geospatial Data and Geospatial Data Services shall be governed by the relevant agreement entered into by the Customer with the relevant Content Provider.

Termination under this paragraph shall be without prejudice to any rights, remedies or liabilities of either Party that have accrued prior to the effective date of termination, including any rights to payment for Services performed up to such date.

Article 13 – Suspension

The Platform Provider may, upon notice to the Customer, suspend all or any part of the services related to the provision of the Platform to the Customer if, in the reasonable opinion of the Platform Provider:

  1. the continued provision of the service will cause the Platform Provider to breach any law, court order, or will be a contravention of Applicable Law; or 
  2. the Customer’s use of the Platform will cause material harm or damage to the Platform or any related systems.

The exercise by the Platform Provider of its right to suspend the use of the Platform is without prejudice to any other remedy available to the Platform Provider under Applicable Law or these Terms and Conditions and does not constitute a waiver of the right of the Platform Provider to subsequently terminate the Agreement to the extent permitted in accordance with an express termination right set out in these Terms and Conditions.

Article 14 – Maintenance

The Platform Provider may carry out routine planned maintenance and emergency on the Platform. Any interruptions to the provision of the Platform shall not be taken into account for the purpose of assessing the Platform Provider’s performance under these Terms and Conditions.

Article 15 – Confidentiality

The Parties mutually acknowledge that, in the course of the negotiations and/or performance of the Agreement, they may obtain access to or become aware of Confidential Information, in relation to which, the Parties hereby mutually undertake to:

  1. take reasonable, prudent safeguards to prevent the use or disclosure of Confidential Information in violation of these Terms and Conditions; and
  2. not disclose the Confidential Information to any person, except to authorized persons, and in any event only to the extent that such authorized persons have a need to know such Confidential Information for the purposes of the Agreement and are bound by written nondisclosure obligations at least as stringent as those contained in these Terms and Conditions.

The Party receiving the Confidential Information shall be responsible for the actions of its employees and agents in relation to the use of such Confidential Information and shall be liable for damages arising from any breach of this Article 15 by its employees and agents, that would be a breach if committed directly by the Party, including without limitation, unauthorized use of Confidential Information.

On a Party’s request the other Party shall destroy, erase or deliver to the requesting Party all of the requesting Party’s Confidential Information, save that where the retention of such Confidential Information is necessary to comply with Applicable Law or otherwise for the other Party to exercise its rights or receive benefits due under these Terms and Conditions. In such case the other Party shall destroy, erase or deliver to the requesting Party (as required by the requesting Party) all of the requesting Party’s Confidential Information upon the expiry of such requirement.

The provisions of this clause shall not apply to any information which the receiving Party can demonstrate:

  1. is or becomes public knowledge through no fault of that Party;
  2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
  3. is independently developed without access to any Confidential Information disclosed by the disclosing Party.

Similarly, the provisions of this clause shall not apply so as to prevent disclosure of Confidential Information by a Party to the extent that such disclosure is required to be made by any authority of competent jurisdiction or by any Applicable Law, provided that the Party gives the other Party reasonable notice and consults with the other Party (provided that this is not in contravention of Applicable Law) prior to such disclosure to allow the other Party a reasonable opportunity to seek a protective order.

Neither Party shall issue any announcement or other communication to any third party concerning the existence of this Agreement or the matters contained or referred to in any part of these Terms and Conditions or identify the other Party or any of its or their affiliated persons in any promotional, advertising or other materials, except as permitted under these Terms and Conditions or as otherwise agreed in writing between the Parties.

Following termination, the obligations of the Parties under these Terms and Conditions with respect to the Confidential Information will continue in full force and effect as follows:

  1. in the case of any Confidential Information that constitutes a trade secret within the meaning of Applicable Law, for as long as such information remains a trade secret;
  2. in the case of any other Confidential Information or materials, for a term of five (5) years from the date of disclosure.

Article 16 – Privacy and Data Protection

The Platform Provider undertakes to process personal data in compliance with Regulation (EU) 2016/679 (“GDPR”) and all applicable data protection legislation.

Further information regarding the purposes of the processing, the categories of personal data processed, the legal bases of such processing, and any other relevant information relating to the processing of the Customer’s personal data is set out in the Privacy Notice available at: https://sandbox.nadireo.com/privacy-notice/  The Customer shall be required to review such Privacy Notice prior to accepting these Terms and Conditions, and it shall form an integral part hereof.

Each Content Provider shall process the Customer’s personal data independently, in accordance with its own purposes and means, as communicated to the Customer at the time of purchase of the relevant Geospatial Data Services.

Article 17 – Export Control and Compliance

Each Party agrees to comply fully with all applicable export control and trade sanctions laws and regulations of the United Nations, the European Union, the United States (including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce), and any other relevant jurisdiction.

The Customer shall not export, re-export, release, or otherwise transfer any Geospatial Data, or any information obtained through the use of the Platform or the Geospatial Data Services, to any country, entity, or individual in violation of applicable export control laws, without first obtaining all required licenses or authorizations from the relevant governmental authorities.

The Customer represents and warrants that neither the Customer nor any End User accessing the Services on its behalf is subject to sanctions restrictions or included in any restricted-party list maintained by the European Union, the United States, the United Nations or any other competent authority.

Each Party shall, in relation to this Agreement:

  1. not knowingly do anything which may cause the other Party or members of its group to breach applicable export control and trade sanctions laws; and
  2. provide such assistance, documentation, and information to the other Party as that Party may reasonably request, including but not limited to, Customer information, destination, on-selling, re-selling and intended use of goods or services.

The Platform Provider agrees to:

  1. implement reasonable safeguards to prevent unauthorized access or transfer of export-controlled content.
  2. notify the Customer of any known or suspected violations of export control laws relating to the information or services to which the Customer has purchased access.

The Customer will indemnify and hold harmless the Platform Provider and its officers, directors, employees and agents in respect of any losses, damages, costs, claims and expenses (including reasonable legal fees) arising from or in connection with the Customer’s breach of this Article 17.

The Platform Provider reserves the right to suspend, restrict or terminate access to the Platform or to any Services with immediate effect where it reasonably determines that such access may result in a breach of export control regulations, sanctions programs or other Applicable Law. Such measures may be adopted without prior notice and shall not give rise to any liability on the part of the Platform Provider.

Article 18 – Communications

For information relating to the Platform, the Customer may contact the Platform Provider either by:

  1. completing the contact form available on the Platform at the following link: https://sandbox.nadireo.com/support/;  
  2. sending an e-mail to the following e-mail address support@nadireo.com.

Article 19 – Entire Agreement

These Terms and Conditions, together with any documents expressly referred to herein, constitute the entire agreement between the Parties and supersede any prior agreement, understanding, undertaking or arrangement between the Parties relating to the subject matter of these Terms and Conditions.

The Customer acknowledges and agrees that, by accepting these Terms and Conditions, it does not rely on any statement, representation, assurance, or warranty of any person (whether the Platform Provider or otherwise, and whether made in writing or not) other than as expressly set out in these Terms and Conditions.

Each Party agrees that it has no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms and Conditions.

Article 20 – Miscellanea

Severability

If any of the provisions of these Terms and Conditions are held invalid or unenforceable, such invalidity or unenforceability does not invalidate or render unenforceable the entire Terms and Conditions, but rather the entire Terms and Conditions will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Parties will be construed and enforced accordingly.

Independent Contractors

Nothing in these Terms and Conditions and no action taken by the Parties under these Terms and Conditions shall create or be deemed to create the relationship of principal and agent or employer and employee between the Parties or to constitute a joint venture other than as expressly set out in these Terms and Conditions. Neither Party has the authority or power to bind or contract in the name of or to create liability for or pledge the credit of the other Party in any way for any purpose other than as expressly set out in these Terms and Conditions.

Changes to the Services and the Agreement

The Platform Provider may amend these Terms and Conditions upon prior notice to the Customer. Continued use of the Platform following the effective date of any such amendments shall constitute the Customer’s unconditional acceptance thereof. If the Customer does not agree with the amendments, it may terminate the Agreement in accordance with Article 12 prior to the effective date of such amendments.

In addition, the Platform Provider may at any time, in its sole discretion, modify, update, render obsolete, revise, alter, change, withdraw, or discontinue the Platform, or any part or functionality thereof, including for legal, technical, cybersecurity, or operational reasons.

Survival of Clauses

Notwithstanding anything to the contrary in these Terms and Conditions, the Parties acknowledge and agree that any provisions of these Terms and Conditions which, by their nature, are intended to survive termination, including those requiring continued performance, compliance, or effect beyond the termination date of this Agreement, shall survive such termination and remain enforceable in accordance with these Terms and Conditions.

Waiver

A waiver of any right or remedy under these Terms and Conditions or by Applicable Law is only effective if given by a Party in writing and signed by its authorised representative and shall not be deemed a waiver of any subsequent breach or default. No failure of either Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with the Agreement (each, a “Right”) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.

Article 21 – Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with Italian law.

Any dispute arising out of or in connection with the Agreement shall fall within the exclusive jurisdiction of the Courts of Rome, Italy.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has carefully read and expressly and specifically approves the following clauses: Article 4 – Obligations and Prohibitions of the Customer; Article 6 – Third-Party Geospatial Data Services; Article 8 – Fees and Payments; Article 9 – No Warranty; Article 10 – Limitation of Liability; Article 11 – Force Majeure; Article 12 – Term and Termination; Article 13 – Suspension; Article 14 – Maintenance; Article 17 – Export Control and Compliance; Article 19 – Entire Agreement; Article 20 – Miscellanea; Article 21 – Governing Law and Jurisdiction.

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