Terms and conditions

Last Updated: 09/20/2025
Effective Date: 09/20/2025
Contact Information: https://erpbridge.dma.it/contact

1. Introduction and Scope

These Terms and Conditions (“Agreement”) govern the use of the ERP Bridge software and related services (collectively, the “Services”) provided by DMA S.r.l., headquartered in Cesena (FC), Italy, Via Cerchia di San Giorgio 145, VAT No. 04197660402 (“Provider”), to the contracting organization (“Client”).

By accessing or using the Services, the Client agrees to be bound by this Agreement. Any conflicting or additional terms proposed by the Client shall be deemed void unless expressly accepted in writing by the Provider.

2. Definitions

“Provider” means DMA S.r.l., including its affiliates and authorized service partners.
“Client” means the entity entering into this Agreement and using the Services.
“Services” means the ERP Bridge software-as-a-service (SaaS), hosting, maintenance, technical support, and any related professional services provided by the Provider.
“Project” means any custom implementation, integration, or configuration commissioned by the Client in accordance with a written proposal or order form.
“Configuration Data” means system settings, mapping rules, and metadata necessary for the operation of synchronization processes.
“Documentation” means the user manuals, specifications, and other materials describing the operation of the Services.

3. License and Access Rights

The Provider grants the Client a non-exclusive, non-transferable, revocable, and limited license to access and use ERP Bridge during the term of the Agreement, solely for internal business purposes and in accordance with this Agreement and the Documentation.

All intellectual property rights in the software, source code, modules, templates, and scripts remain the exclusive property of the Provider. No ownership rights are transferred to the Client.

4. Client Responsibilities

The Client agrees to:

Use the Services in compliance with applicable laws and regulations;
Ensure that only authorized users access the platform;
Maintain the confidentiality of credentials and access data;
Promptly report any unauthorized use or security incident;
Provide lawful, accurate, and up-to-date configuration data for system integration.

The Client shall not:

Copy, modify, decompile, or reverse engineer the software;
Use the Services to transmit malicious code or unlawful content;
Resell, sublicense, or make the Services available to third parties without the Provider’s written consent.

5. Fees and Payments

Fees and payment terms are defined in the relevant proposal or order form. Payments must be made according to the agreed schedule.

If payment is delayed by more than 30 days, the Provider may suspend Services upon written notice.
Late payments are subject to statutory interest in accordance with applicable commercial laws.

6. Service Availability and Maintenance

6.1 Service Levels (SLA)

The Provider will use commercially reasonable efforts to ensure 98% uptime per calendar month, excluding planned maintenance, force majeure, or issues beyond the Provider’s reasonable control.

6.2 Support

Support is available Monday to Friday, 9:00–18:00 (CET), excluding national holidays.
Average response time for support tickets: within 16 business hours.
Emergency or 24/7 support may be arranged by separate agreement.

6.3 Scheduled Maintenance

The Provider will notify the Client at least 24 hours in advance of planned maintenance, scheduling such interventions outside regular business hours whenever possible.

6.4 SLA Credits

If documented service disruptions cause SLA breaches, the Client may request a credit of up to 10% of the annual service fee for the affected period.
Such credit constitutes the Client’s sole and exclusive remedy for SLA violations, except in cases of gross negligence or willful misconduct.

7. Data Protection and Privacy

The Provider processes personal data in compliance with EU Regulation 2016/679 (GDPR) and other applicable data protection laws.

7.1 Roles and Responsibilities

The Client acts as the Data Controller.
The Provider (DMA S.r.l.) acts as the Data Processor, limited to technical operations necessary for the provision of the Services, such as configuration management and integration monitoring.

7.2 Provider Obligations

The Provider shall:

Process personal data only upon documented instructions from the Client;
Implement appropriate technical and organizational security measures;
Ensure personnel confidentiality and appropriate training;
Notify the Client of any personal data breach within 48 hours of discovery;
Assist the Client in meeting its obligations regarding data incidents and compliance;
Delete or anonymize all configuration and log data at the end of the contract, unless retention is required by law;
Permit reasonable documentation reviews upon prior notice.

7.3 Client Obligations

The Client ensures that all configuration data and credentials provided are lawful, accurate, and compliant with privacy and security obligations, indemnifying the Provider against claims resulting from misuse or non-compliant data processing.

8. Security and Data Retention

The Provider implements industry-standard technical and organizational measures to ensure the security, integrity, and confidentiality of the ERP Bridge environment. These include encryption, access control, monitoring, and regular backups of configuration data.

ERP Bridge does not store or process business data belonging to the Client.
The platform only retains configuration parameters, integration logs, and synchronization metadata strictly necessary for the operation and monitoring of data flows between connected systems.

Such configuration data may be retained for operational and diagnostic purposes for the duration of the Agreement and deleted or anonymized upon termination, unless otherwise required by law or for legitimate security reasons.

8.1 Data Export and Termination

Since ERP Bridge does not host or manage business data, no data export service is required at termination.
Upon written request, the Provider may provide a technical summary or export of configuration settings and system logs relevant to the integration setup.
After termination, all configuration data will be deleted from the active environment within 30 days, unless legal or security retention obligations apply.

9. Confidentiality

Each Party agrees to maintain the confidentiality of all technical, commercial, and organizational information obtained in connection with this Agreement, both during and for three (3) years after termination.
This includes configuration details, credentials, and integration logic used within ERP Bridge.
Each Party ensures that its employees, contractors, and partners are bound by equivalent confidentiality obligations.

10. Warranties and Disclaimers

The Services are provided “as is” and “as available.”
The Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards.

Except as expressly stated, the Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and uninterrupted operation.

11. Limitation of Liability

To the maximum extent permitted by law:

The Provider’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Client during the 12 months preceding the event giving rise to the claim.
The Provider shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business interruption.
The Provider shall not be liable for damages caused by force majeure, cyberattacks, or third-party system failures beyond its control.

12. Indemnification

The Client shall indemnify, defend, and hold harmless the Provider from any claim, loss, or expense arising from the Client’s breach of this Agreement, misuse of the Services, or unlawful data handling.

13. Suspension and Termination

The Provider may suspend the Services if the Client:

Fails to pay due fees after 30 days;
Uses the system unlawfully or in violation of this Agreement;
Causes or risks security incidents.

Either Party may terminate the Agreement with 90 days’ written notice.
In the event of a material breach, the non-breaching Party may terminate immediately by written notice.

Upon termination, all outstanding fees become immediately due.
The Provider is not obliged to refund prepaid amounts unless otherwise agreed in writing.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to conflict of law principles.

Before initiating any legal proceedings, the Parties agree to attempt commercial mediation before the competent Chamber of Commerce.
If mediation fails, the exclusive jurisdiction shall be the Court of Forlì-Cesena (Italy).

15. Communications

Official notices must be sent to each Party’s registered address or via certified email (PEC) where applicable.
Operational communications may be made by email or via the ERP Bridge contact form.

16. Final Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No failure or delay by either Party in exercising any right shall constitute a waiver of that right.

ERP Bridge - Terms and conditions