N-And Italia S.r.l. – General Terms and Conditions B2B
Last update made on 01 may 2022 (archived versions)
1. Foreword
1.1 These general terms and conditions (the “General Conditions”) govern the provision of services, as defined below, for the supply of hardware, connectivity and software licences, by N-And Italia S.r.l. (“N-And Italia”) in favour of Italian entrepreneurs active in the vending sector (“Operators”).
1.2 These General Terms and Conditions regulate the relationships between entrepreneurs, i.e. between subjects that can in any case be qualified as professional operators (B2B), therefore with the express exclusion of the regulations set out in Legislative Decree no. 206 of 6 September 2005 (“Consumer Code”)
1.3 Any annexes and/or technical documents referred to herein shall be considered an integral and substantial part of these General Conditions and are also binding for the regulation of the relations between N-And Italia and the Managers (hereinafter also referred to as “the Parties”)
2. Object
2.1 The General Terms and Conditions contain the terms and conditions governing the provision by N-And Italia in favour of Managers of remote payment solutions for products sold by means of vending machines, of the connected connectivity services, related licences and sub-licences and hardware components (where applicable) as specified below
CoffecApp®, APP enabling payments from smartphones (iOS, Android) ,
Telemetry and Remote Control Service
Connectivity service with SIM Italia
Integration with Digisoft Vega system
Support and SW update
Box, model CRANE ADV 5000 and/or MONEYTOR (where applicable)
Every other hardware and software component that is necessary to guarantee the business continuity and security of the systems provided by N-And Italia and for which as of now, the Parties accept that N-And Italia is not obliged to ask for further confirmation and consent to software releases and/or hardware up-grades that are necessary and substantial to guarantee the maximum efficiency of the services covered by these General Conditions
hereinafter referred to collectively or individually, as the case may be, as ‘Services’ or ‘Service’.
The Services include, inter alia, the provision and maintenance of the terminals and devices installed on the vending machines as well as the Application, both of which are necessary to enable the performance of the payment services and any other ancillary services referred to in these General Terms and Conditions.
3. Conclusion of the contract
3.1 The Manager interested in the Services must send a written request to N-And Italia at the e-mail addressinfo@n-anditalia.com in which he specifies his complete data, the number of vending machines on which he intends to activate the Services, the make and model.
3.2 Following the receipt of the request referred to in the preceding point, N-And Italia shall inform the Manager concerned of the proposed Service solutions, costs and payment terms by means of a specific offer form (the “Offer”)
3.3 Offer sent by N-And Italia must be considered valid and effective for 30 (thirty) days from the date of issue, unless otherwise expressly indicated by N-And Italia After the expiration of the term of the Offer sent by N-And Italia, the same shall be considered null and void.
3.4 The agreement between N-And Italia and the Manager shall be deemed to be concluded when N-And Italia has received from the Manager, by pec or by telematic means, the Offer and these General Conditions duly signed for acceptance, in addition to the ancillary documents required by law, where applicable
3.5 The contract between N-And Italia and the Manager shall be deemed validly concluded subject to the Manager’s acceptance of these General Conditions
4. Order changes and cancellations
4.1 Following the acceptance of the Offer by the Manager, N-And Italia shall process the order as agreed The order may not be cancelled or modified by the Manager unless so agreed in writing by the Parties.
5. Time and method of delivery
5.1 delivery terms indicated in the Offer are purely indicative and not binding for N-And Italia By accepting the Offer, the Manager expressly renounces any claim against N-And Italia due to the failure to comply with the delivery terms indicated in the order confirmation, including, by way of example, to withdraw in whole or in part from the agreement or to request compensation of any kind.
5.2. Deliveries will be made to the place indicated in the Offer
6. and duration of the contract
6.1 The contract shall be effective from the date of activation of the Services N-And Italia shall activate the Services respectively:
a) from the date of the T.D. relating to the dispatch of the hardware components necessary to guarantee the provision of the service (“Licence + Hardware” solution), or
b) as from the eighth day following the date of the T.D. relating to the shipment of the data SIM cards necessary to guarantee the provision of the service on third-party hardware (“Licence Only” solution)
6.2 The contract is for a fixed term and has a duration of 12, 24, 36 or 48 months starting from the date of service activation At the expiry of this term, the contract will be terminated automatically, without the need for any communication and excluding any tacit or express renewal.
6.3 If the Manager wishes to continue to use the Services beyond the aforementioned term without interruption, he must send a new and explicit request by e-mail to info@n-anditalia.com or by registered mail with return receipt to the registered office of N-And Italia, no later than 30 (thirty) days before the expiration of the contract. In this case, N-And Italia will submit an appropriate offer to the Manager.
7. Fees, payment methods and invoicing
7.1 The consideration for the Services is the one indicated in the Offer sent by N-And Italia to each Manager following the Manager’s request
7.2 Invoicing of the Services shall take place, for the SIM and the hardware components, at the time of their delivery to the Provider in a lump sum
7.3 The payment of the consideration due by the Manager to N-And Italia shall be made within 30(thirty) days from the issuance of the invoice referred to in the previous point, or within the different term indicated in the Offer, by means of a bank transfer to the account indicated in the invoice.
8. Content and use of the Services
8.1 The Services are provided by N-And Italia to the Manager on a non-exclusive basis; the Manager is obliged to use the Services exclusively within the limits indicated by these General Conditions and the technical annexes referred to in the introduction; N-And Italia reserves all rights not expressly granted under these General Conditions
8.2 The licence for the use of the software, included in the Services, is granted by N-And Italia to the Manager for the purpose of enabling the Manager’s vending machines to the remote payment system and thus enabling the use of the CoffecApp payment system by end consumers
8.3 Italia will pay the Manager the total amounts deriving from sales made through CoffecApp, net of the commission referred to in paragraph 8.4, on a monthly basis by the last day of the month following the month in which the transaction Similarly the Manager is obliged to pay to N-And Italia with the same frequency and deadline the cash recharges that consumers will make on their CoffecApp purse through the Manager’s connected distributors. The payments will be made respectively on the IBAN of the Manager indicated by the same and that of N-And Italia. N-And Italia will settle the amounts by the 15th day of each month. If the Manager does not object in writing within 5 days of receipt of the settlement transmitted by N-And Italia, it shall be considered definitively accepted. N-And Italia and the Manager will issue reciprocal invoices on a monthly basis, burdened with VAT as provided by law.
8.4. On the value of the credit card transaction N-And Italia will be entitled to a commission of 2.5%, which will be invoiced on a monthly Specifically, the 2.5% commission will be applied to the following values on a monthly basis:
- Purchases made by users by direct debit from a credit card;
- Purchases made by users charged to ‘purse’, minus the values of coin top-ups.
N-And Italia reserves the right to change the commission as the general framework and conditions governing banking relationships change.
8.5 Services include the supply by N-And Italia of data SIM cards with 36 months (or for the different duration agreed by the Parties) of prepaid national traffic, in the maximum quantity indicated in the offer or order confirmation The Manager undertakes not to remove the SIM from the Vending Boxes, or from the third-party hardware to which it is destined, for the entire duration of the contract and not to use the same for uses and purposes other than those referred to in paragraph 2.1. In the event that N-And Italia discovers a different use of the SIM by the Manager, it may suspend its functionality, either temporarily or permanently. At the end of the contract period, the Manager undertakes to remove the SIM cards and return them to N-And Italia at the following address: N-And Italia S.r.l.,Technical Support team, via delle Gere, 15 – 24040 Pognano (BG) – Italy.
8.6. The Manager is not allowed to: i) license the software and/or assign the other components of the Services to third parties, ii) attempt to access or copy the source code, iii) exploit the Services for use other than that authorised by N-And Italia, iv) carry out reverse engineering activities, rent, sell, redistribute, sub-licence or otherwise dispose of the Services under any title on terms and conditions and for purposes other than those expressly permitted by these General Conditions
8.7 Italia, at its own discretion, may make available eventual updates of the Services that may not necessarily include all the existing functionalities, or may contain new functionalities that are not supported by the operating systems in use at the date of acceptance of these General Conditions by the Provider Some of such updates or enhancements may change the current settings, cause loss of data, content or functionality. The terms of these General Conditions shall govern any upgrade of the Services, unless such upgrade includes a specific licence.
8.8 The Manager may not exploit or use the Services in such a way as to damage N-And Italia or third parties. In particular, the Manager is obliged to refrain from using the Services to carry out activities in competition or, in any case, in such a way as to damage or prejudice the interests, including economic interests, or the image of N-And Italia, other Managers or third parties in general.
9. Vending Box Warranty
9.1. Italia guarantees the operator the functionality of the Vending Box for 12 months
9.2 The guarantee does not cover damage caused by neglect, incorrect electrical voltage, tampering, theft, vandalism, accidental breakage and other events caused by the Provider, the end consumer, or third parties
9.3. To make use of the guarantee, the Manager must report the existence of the defect/malfunction within 8 days from its discovery The Parties will agree on the methods and terms for the Manager to send the defective Vending Box to N-And Italia. Upon receipt of the defective Vending Box, N-And Italia will proceed to verify the same, in order to ascertain the existence of the conditions to take advantage of the warranty. In the event of a positive outcome of the verification, N-And Italia will proceed, depending on the nature of the fault, at its sole discretion, alternatively: (i) to the free replacement by sending a new Vending Box within 5 (five) working days from receipt of the faulty one (or the different term communicated), (ii) to reimburse the Vending Box.
10. Manager’s responsibilities
10.1 The Manager undertakes to use the Services in compliance with the regulations in force and is fully responsible for any abuse or improper use of the same The Manager further undertakes not to use the Services i) to knowingly transmit data, send or upload material containing viruses, Trojan horses, worms, timebombs, key-loggers, spyware, adware or any other harmful computer program or similar code, ii) to commit or facilitate the commission of acts of piracy or commit acts that constitute computer crime, iii) in general for illegal, illicit or fraudulent purposes, in particular, to refrain from any use that is contrary to local, national or international laws or regulations.
10.2 The Manager shall hold N-And Italia harmless and indemnified from any claims or legal actions initiated or threatened by third parties against N-And Italia as a consequence of violations of these General Conditions or of any contractual conditions applied by N-And Italia
11. Limitations of Liability and Changes to the Services
11.1 Any contract concerning the purchase by consumers of products of any nature, including through the use of the Services, shall be deemed concluded directly and exclusively between the consumer and Pursuant to the foregoing, the Manager shall be solely responsible for determining and indicating the prices of the products to be sold to the Customer, for the performance of the sale of products, as well as in general regarding the indication of the characteristics of the products being sold and the quality, hygiene and safety of the products.
11.2 Italia declines all responsibility for the hypothesis of non-credit, non-delivery or disputed charge Any disputes and/or reports of problems and/or requests for reimbursement shall be forwarded by N-And Italia to the Manager who, after the outcome of the monthly accounting audits, will process them and/or reimbursement.
11.3 Italia disclaims any responsibility for any inefficiency caused by technical problems (including cellular data network coverage, firewalls on LAN or WAN networks, etc.) attributable to third party operators of data transmission infrastructures, or problems related to the credit/debit card, and/or the banking institution authorised and designated also from time to time by N-And Italia
11.4 Italia reserves the right to make, at its sole discretion and at any time, modifications, additions and/or updates that it deems necessary or appropriate to the Services and to these General Conditions (the “Modifications”), with a notice period of 5 (five) days or with the greater notice established by the provisions of law that may be applicable from time to time, by means of a communication on the site The Amendments shall enter into force and be effective against the Manager after the aforementioned notice period has expired. For the avoidance of doubt, any Amendment made as aforesaid shall have no effect on the Services already provided prior to the coming into force of said Amendments.
11.5 Italia reserves the right to cease support and/or use of all or part of the Services at its sole discretion, subject to 5 days’ notice to be provided on the web page: http:
11.6. Italia does not guarantee the compatibility of the CoffeCapp Application with the operating systems available on the market at the time and used by end consumers
11.7 Italia may, from time to time, without any liability whatsoever to the Manager and/or third parties
a) suspend the Services for technical reasons, such as repairs, maintenance, improvements, or for emergency reasons, or
b) give the Manager such instructions as it deems necessary for reasons of integrity, safety or quality of the Services
11.8 No provision of these General Terms and Conditions may limit or exclude or may be interpreted or construed in such a way as to exclude or limit the liability of either Party for wilful misconduct or gross negligence, pursuant to Art. 1229 of the Italian Civil Code, for violation of public policy or if such limitation or exclusion is not valid pursuant to mandatory rules
12. Intellectual Property Rights
12.1. Moneytor, BITX and coffee cApp are registered trademarks owned by N-And Italia S.r.l.
12.2 use of Coffee cApp or the Services does not in any way imply the granting by N-And Italia to the Manager of a licence to use forms, codes and graphics owned by N-And Italia N-And Italia reserves the right to authorise in writing the permanent or temporary reproduction, total or partial, by any means or in any form, translation, adaptation, transformation or any other modification or any form of distribution to the public of its trademarks, distinctive signs, modules, codes or graphics.
12.3 The Provider is prohibited from directly or indirectly modifying, decompiling or disassembling the source code of the modules
13. Data processing, Confidentiality, Compliance with the principles of GDPR 2016/679 for natural persons end users, Code of Ethics
13.1. The Parties mutually acknowledge that the processing methods will comply with the provisions of GDPR 2016/679
13.2. The Parties reciprocally acknowledge that all the data and information that will be exchanged in order to carry out the negotiated performance envisaged in the relationship of supply of Services by N-And Italia to the Managers, and in accordance with these General Conditions, will be treated according to the principle of maximum confidentiality and minimisation of the dissemination of such data and information
13.3. With regard to the data of users who use the CoffeecApp app (individuals registered with CoffeecApp and who have received the privacy policy of N-And Italia) and who use the services of N-And Italia/CoffeecApp on enabled distributors, who are classifiable as Consumers, the Parties, aware of the importance of any processing of personal data of profiling, of a particular and/or sensitive nature, should such data have been collected for food safety reasons, and/or for any other legal basis allowed by law, for the stated purposes, undertake to treat such data with the utmost fairness, in substantial compliance with all the provisions present in the EU Regulation the GDPR 2016/679, in the Privacy Consolidation Act the D. Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, and in compliance with any measure adopted by the Italian Data Protection Authority, and/or the European Data Protection Board, which groups together the Privacy Supervisors of all the Member States of the European Union (European Data Protection Board (EDPB) and the European Data Protection Supervisor (EDPS)). Therefore, they specifically undertake not to implement marketing actions that are aggressive, redundant, repetitive, daily, but instead to opt for marketing actions that are predominantly of a “PULL” nature, i.e. the user of the CoffeecApp App will be able to find any promotions, information, communications reserved to them by N-And Italia, its partners and by the Managers within the App, with the possibility of receiving alerts of the presence of such opportunities through notification in the app – always deactivated by the user -, and/or through another channel, but only in the event that this additional channel was voluntarily chosen by the user (by way of example and not limited to e-mail, sms, chat channel and/or other), always independently and easily deactivated through the CoffeecApp app by the user.
13.4. The Parties agree as of now that N-And Italia may define and set out in an Ethical Code of Conduct the Principles under which the processing of data of users (natural persons) registered with CoffeecApp must be inspired, and that such Code of Conduct, where it adheres to the provisions of the GDPR 2016/679 and complies with the provisions of the Privacy Guarantors, referred to above, will be required to comply with such Code of Conduct and to manage the Processing of Data in compliance with the provisions of the Ethical Code of Conduct for Partners and Managers.
13.5 The Managers undertake to sign those additional and compulsory documents to comply with the applicable legal regulations on Privacy and Data Protection and/or under the Electronic Telecommunications and/or Consumer Codes
14. Applicable law and jurisdiction
14.1 These General Terms and Conditions are governed by and shall be construed in accordance with Italian law
14.2 For any dispute relating to or deriving from the interpretation, validity and/or execution of these General Conditions as well as, in general, relating to the Services, or to the use of any functionality made available to the Manager by N-And Italia, the Court ofBergamo shall have exclusive jurisdiction
15. Miscellaneous
15.1 Should any of the General Terms and Conditions be void, invalid, ineffective or unenforceable, all other provisions shall remain valid and enforceable between the Parties
For further information and assistance on the Services, the Customer may contact N-And Italia through the following references:
N-And Italia S.r.l. via delle Gere, 15 – 24040 Pognano (BG) – Italy – VAT IT04327810166, telephone number (+39) 035 — 4829504, e-mail: coffeecapp AT n-anditalia.com.
Place and date
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Pursuant to Sections 1341 and 1342 of the Italian Civil Code, the Manager declares that he expressly accepts the following clauses of the above contract: No. 5.1 (Delivery Times and Methods); No. 11 (Limitations of Liability and Changes to Services); No. 13 Applicable Law and Jurisdiction)
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Company Name, First Name and Signature
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