IMPORTANT: BY OPENING and/or USING “D-TECH” or the “D-TECH App” YOU CONFIRM YOUR
ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS:
SOFTWARE USER LICENSE AGREEMENT GENERAL TERMS AND CONDITIONS
The present software user license agreement (hereinafter “Agreement”) is between SAME DEUTZ-
FAHR ITALIA S.P.A. (“SDF”), with registered office at viale Francesco Cassani 15, Treviglio (BG),
Italy, hereinafter also designated “SDFI”, and the User (hereinafter designated “User”) entering
into the Agreement, who accepts all the conditions given below.
ARTICLE 1 – PREAMBLE
i) SDFI holds the licensing rights for the SDF D-TECH App application system, hereinafter also
designated “Software”;
ii) For the purposes of this agreement (“Agreement”), “Software” is held to designate (a) the
contents of the files (obtained either by electronic download or on physical media or by any
other method of distribution) and of the CD-ROM disk or disks or of other media provided
under the Agreement, and (b) all upgrades, modified versions, updates, additions to and
copies of the Software licensed by SDFI;
iii) The hardware on which the Software is installed is the property of the User;
iv) SDFI awards the User a license for the use of the Software with the objective of improving
communication and support in the electronic diagnostics process.
This preamble is an integral part of the Agreement.
ARTICLE 2 – DESCRIPTION OF THE LICENSED SOFTWARE PROGRAM
2.1 SDFI grants a user license for the Software described below:
SDF D-TECH App, which provides monitoring and diagnostics functions for SDF production
machinery.
ARTICLE 3 – PROPERTY
3.1 SDFI grants a license to the User, on a non-exclusive basis, for use of the Software indicated
in art. 1 of the Agreement. This Agreement does not give any right to the source
programme, and all the techniques, algorithms and procedures contained in the programme
and its documentation constitute confidential information.
3.2 The User accepts and receives the Software user license and undertakes to use it solely for
the purposes and in the manner provided for in this Agreement.
3.3 It is strictly forbidden for the User to sell the Software or to sub-license it to third parties,
free of charge or against payment, or to make a number of copies exceeding that necessary
for normal backup or recovery operations. It is also forbidden for the User to modify the
Software, incorporate it in whole or in part into other programs, or perform reverse
engineering or any other operation likely to infringe the rights of SDFI. The User undertakes
to maintain the most absolute secrecy concerning the Software, and may not copy, transfer
or disclose it in whole or in part.
3.4 The right of the User to obtain copies of the Software in source format or of the logic or
design documents is excluded from the scope of this Agreement.
3.5 It is forbidden to copy, distribute or create derivative products based on the Software,
except as specified below:
a. (a) The User may not use, modify, translate, reproduce or transfer the rights
to use the Software programs, or copy the Software programs, except where
expressly specified in this Agreement.
b. The resale, sub-licensing, rental and loan of the Software programs is
forbidden.
c. It is forbidden to decode, decompile, disassemble or make any attempt to
determine the source code of the Software programs, or to create derivative
products based on the Software programs.
d. Unless otherwise specified, it is forbidden to display, edit, reproduce or
distribute any Files currently stored in the Software programs. In the event
the documentation allows stored Files to be displayed, the User may not
distribute these files independently (as “stand-alone” items), or in
circumstances in which the stored Files constitute the primary value of the
distributed product. The stored Files may not be used to produce material
that is defamatory, libellous, fraudulent, immoral, obscene or pornographic or
illegal in any way whatsoever. It is forbidden to register and claim any rights
on the stored Files or on the products derived therefrom.
e. The User agrees to use the Software solely in a manner consistent with all
applicable legislation in the jurisdiction in which the Software is used,
including but not limited to the restrictions relating to copyright and other
intellectual property rights.
ARTICLE 4 – AGREEMENT FORMALIZATION PROCEDURE
The Agreement is formalized on the perusal and acceptance of the terms and conditions of
this Agreement and the subsequent insertion of ticks in the box signalling acceptance of
these terms and conditions, and in the box signalling acceptance of all clauses subject to
specific approval.
4.2 The download and activation of the Software shall only be possible upon payment of the fee
in accordance with the procedures described in more detail in art. 5.
ARTICLE 5 – FEE
5.1 The User shall pay to SDF as a licensing fee the sum indicated on the RMI server
(https://rmi.sdfgroup.com/) for every vehicle and/or VCI (Vehicle Communication Interface)
diagnostics unit connected to the diagnostics software.
5.2 The fee covers only the delivery of the Software. Fees for all software start-up assistance
and support services to the User provided by SDFI or its suppliers are not included.
5.3 Failure on the part of the User to pay, in whole or in part, the Fee and other amounts due
shall give SDFI the right to lawfully terminate the Agreement, to withdraw the user license,
and to obtain the immediate return of the Software. Any amounts already paid shall be
retained by SDFI by way of compensation for damages, without prejudice to any greater
damage SDFI reserves the right to claim.
ARTICLE 6 – SOFTWARE DELIVERY AND UPDATE
6.1 The Software is delivered on magnetic media (floppy disk, CD, DVD etc.), telematically
(Internet), or by e-mail to the address provided by the User. In the case of software
programs which cannot be self-installed by the User, the cost of SDFI installation personnel
shall be borne exclusively by the User.
6.2 SDFI shall not be held liable for delivery delays caused by force majeure, including strikes or
other causes attributable to third parties.
ARTICLE 7 – DURATION
7.1 The Software is provided by SDFI for a duration determined in accordance with the
conditions indicated on the RMI server (https://rmi.sdfgroup.com/); the restrictions on the
use of the Software given in this Agreement, and the right of the User to use the Software
within such restrictions, therefore remain in place for a defined duration.
7.2 The users’ license shall be revoked if: (i) the User ceases trading; (ii) the User sell its
business, in whole or in part; (iii) the User is declared bankrupt, is subjected to bankruptcy
proceedings or finds itself in other circumstances which affect its good name or obstruct the
normal pursuit of its business.
7.3 The parties may at any time withdraw from this Agreement with written notice of at least 1
(one) month.
ARTICLE 8 – RISKS
8.1 SDFI provides no warranty concerning the use of the Software or its performance, nor
provides express or implied warranties relating to the absence of infringement of third party
rights.
8.2 The User accepts full and exclusive liability for the configuration of the Software in the
operating system on which the Software is intended to run, and undertakes to ensure the
supervision, management and control of all operations related and/or instrumental to the
use of the Software.
8.3 Under no circumstances shall SDFI be held liable for direct and/or indirect damages caused
to the User or third parties by the use, operation or failure to operate of the Software, by
fraudulent or incorrect use of the Software, or other risks inherent to the use of the Software
itself. The user hereby exonerates SDFI from liability for the loss of data and/or information
and from other liabilities arising from malfunction, incorrect or fraudulent use incurred by the
User or by third parties as a result of the use of the Software.
8.4 The User undertakes to comply with the obligations and prohibitions pursuant to this
Agreement and hereby releases SDFI from claims for damages and/or of any other nature
and/or claims filed by the User itself, its employees or third parties in relation to damage to
property or persons caused by the use of the Software. The User also undertakes to
reimburse SDFI for sums the latter may be forced to pay to third parties in relation to facts
or events related to the use of the Software.
ARTICLE 9 – COPYRIGHT
9.1 The Software and all related rights, including but not limited to all the associated property
rights, are protected by the provisions of international treaties, as well as by applicable
national law. The structure, organization and code of the software programs constitute
industrial secrets and sensitive data which is the property of SDF. Each copy authorised
under this Agreement shall contain the same copyright and property notes indicated on the
Software programmes.
9.2 The User is informed and aware of the absolutely confidential nature of the program and of
the Software built on it, and of the consequent need to avoid disclosure of the same; the
User therefore undertakes to adopt all the appropriate and necessary measures to ensure
the confidentiality of the Software and to ensure that it is not transferred, even if only
temporarily, to third parties.
9.3 It is expressly forbidden for the User to delete or alter the names and trademarks relating to
the Software in a manner that may conceal or misrepresent the ownership of the Software.
ARTICLE 10 – PROCESSING OF PERSONAL DATA
10.1 Under art. 13 of Regulation (EU) 2016/679 “General Data Protection Regulation”
(hereinafter GDPR) SDF, in its capacity as Data Controller, provides the following information:
a) The personal data of the User and of the physical persons acting under its aegis – in their
capacity as data subjects – acquired by reason of the contractual relations existing with
SDFI (for example: name and address, contact info, tax and accounting data etc.) shall be
processed by SDFI (in the person of its own authorized personnel) in its capacity as data
controller for the following purposes: (i) the correct performance of the Agreement to which
the data subject is a party, or the performance of pre-contractual measures requested by
the User itself; (ii) informing the User of anomalies and malfunctions detected, and of
changes to pre-established internal parameters; (iii) complying with specific obligations
under the law and/or the indications of public bodies; subject to the express consent of the
User; (iv) promoting its own products and services or those of other companies in the group
to which SDFI belongs. With regard to purposes (i), (ii) and (iii), gathered data shall be
retained for the entire period of validity of the agreement, and for a further 10 years in
regard to legal obligations in the tax and accounting spheres. Retention of data beyond
these periods may also be allowed for the purposes of defending one’s rights before all
authorities, including court proceedings. With regard to purpose (iv), if consent is given,
data shall be retained until the withdrawal of consent and the request for erasure.
Processed personal data shall not be disclosed but may be communicated to companies in
SDFI’s parent group tasked with performing processing for specific purposes, and to third
party data subjects and processors conducting on behalf of SDFI the operations necessary
for the fulfilment of the aforementioned purposes. Furthermore, data may be disclosed on
request to public administration bodies, independent auditors, and all data subjects to
whom disclosure is mandatory under legal and/or contractual obligations. Data shall not be
sent to third countries, i.e. non-EU countries. If such should happen, SDFI hereby
guarantees that it shall take the appropriate measures provided by Chapter V of the GDPR.
To exercise the rights provided under articles 15 to 22 of the GDPR, data subjects may
contact the Controller at the address indicated, or by e-mail at privacy@sdfgroup.com. Data
subjects have the right notwithstanding to file claims with the authorities should they
suspect their personal data has been processed in violation of the GDPR.
10.2 The User undertakes to release SDFI from all liability relative to leaks of information and/or
data during use of the Software.
ARTICLE 11 – RISK OF LOSS OR DAMAGE
11.1 Within the limits permitted by law, under no circumstances may SDFI, its employees or its
licensors be held liable for loss of profits, revenue, sales, data, or information, or for costs
deriving from the replacement of goods or services, damage to property, personal injuries,
interruption of commercial activities or loss of commercial information, or for direct, indirect,
incidental, economic or consequential damages, regardless of the cause and of the fact that
such event derives from a contract, tort, negligence or other interpretation of liability
deriving from the installation or use of, or from the impossibility of using, the Software
programs, even if SDFI or its licensors or its affiliates have been notified of the possibility of
such damages.
ARTICLE 12 – TERMINATION CLAUSE
12.1 In the event of the User’s infringement of its obligations under this Agreement, SDFI may
terminate the Agreement under art. 1456 of the Italian Civil Code, serving written
notification of its intention to do so and indicating the infringement, and its severity,
constituting the grounds for termination.
12.2 In the event of an infringement of the type referred to above, SDFI may take action against
the User to obtain compensation for damages incurred as a result of the unlawful or
improper use of the Software.
ARTICLE 13 – APPLICABLE LAW
13.1 Matters not addressed in this Agreement are subject to the provisions of the Italian Civil
Code and to other laws in force in Italy, to which the parties defer.
ARTICLE 14 – JURISDICTION
14.1 The parties agree that all disputes directly or indirectly arising between the contracting
parties in regard to to the formalization, performance, interpretation, termination or validity
of this Agreement, and to the fulfilment of the obligations provided for by the Agreement,
fall under the exclusive jurisdiction of the Court of Bergamo.
ARTICLE 15 – SEVERABILITY
15.1 In the event that a clause of this Agreement is deemed to be contrary to a mandatory
provision of the law in proceedings validly brought before the competent Court and related
to this Agreement, the parties agree that, pursuant to and for the effects of the provisions of
art. 1419 of the Italian Civil Code, the invalidity of the clause in question shall not extend to
the remaining clauses of the Agreement, which, on the contrary, shall remain effective.
The User declares it has carefully read and understood the obligations specified in the above
clauses and in particular those of arts. 3,3, 5,3, 6,2, 7,2, 7,3, 8,1, 8,2, 8,3, 8,4, 9,2, 9,3, 10,1,
11,1, 12,1, 12,2, 14,1 and 15,1 pursuant to arts. 1341 and 1342 of the Italian Civil Code, and
therefore declares its specific approval of these clauses, considering them to be underwritten one
by one.