Terms and conditions
Welcome, and thank you for using the web site www.ban-up.it. By using our website, you accept this Terms and Conditions and therefore we suggest that you take some time to carefully read them below.
The Website (www.ban-up.it) is owned by Ban-Up S.p.A., with registered office in 20122-Milan, Galleria San Carlo 6 (herein after “Ban-Up”). Ban-Up can be contacted at the following email .Please note that, by accepting the Terms and Conditions set forth below You are entering into a legally binding agreement and You accept that ticking the box is equal to signing the present Terms and Conditions agreement. Our Website is addressed to professionals only, if you are a consumer (defined as any individual who is acting for purposes which are outside his trade, business, craft or profession), you are not entitled to access to Ban-Up services and you should leave this Website.
Ban-Up is a bespoke consultancy company which focuses on boosting and accelerating innovative entrepreneurial projects on behalf of Italian or foreign SMEs and start-ups, in order to help them growing in an organised and systematic way by combining specific professional skills and an international network of contacts.
Ban-Up’s scope is to create open innovation synergies between companies, entrepreneur and professional, and SMEs/start-ups and to provide strategic, technological, organizational, and industrial consultancy to said SMEs and start-ups.
We make our services available through our Website the goal of which is increasing the chance of success of the entrepreneurial projects we have selected and to which we have provided consultancy.
Through the section “Present your Project”, start-ups and SMEs (hereinafter the “Clients”) may submit its entrepreneurial project (the “Project”) to Ban-Up. The Projects which are judged as “Likely to Succeed” by the Ban-Up team of experts, will have the opportunity to start an acceleration path with Ban-Up, according to a Consulting Agreement to be entered into between the Client and Ban-Up; once such consultancy process is completed, a teaser of Projects will be upload in the Ban-Up Showcases of Projects “Ready for Success” (hereinafter “Showcases”). The Showcases will be visible, in addition to Ban-Up and its shareholders, to a community of professional, entrepreneurs and companies, which are seeking for open innovation and for strategic, technological, organizational, and industrial cooperation with innovative SMEs and/or Start-Up and which has subscribed a Membership Agreement with Ban-Up (hereinafter “Members”).
The Members and the Clients are herein after collectively indicated also as “User”.
2. The Service, condition for the use and content
2.1. The access and use of the Ban-up Website and the services offered by Ban-up through it are addressed only to professionals legal entities or professional individuals older than 18 years old.
If You are a consumer as defined by the applicable law, or You are younger than 18 years old, You should leave the Website.
The services provided through the Website and ruled by these Terms and Conditions (hereinafter, the “Terms and Conditions”) are of mainly two categories:
a) Services for Clients: Ban-Up examines the innovative entrepreneurial projects submitted by the Clients through the section “Present your Project” and, upon payment of the relevant fee, provides its judgment as to their chances of success, as better explained under the Section “Present your Project” . The Projects judged as “Likely to Succeed” by Ban- Up are admitted to start an acceleration path with Ban-UP, according to a Consulting Agreement to be entered into with Ban-Up, and thus to be uploaded in Ban-Up Showcases of “Projects Ready for Success”. Ban- Up reserves the right to discretionary select among the Projects “Likely to Succeed” some Projects, the anonymous teaser of which may be uploaded in the Showcases, regardless the existence of any Consulting Agreement;
b) Services for Members: upon, submission of the “Membership Agreement”, acceptance by Ban-Up and payment of the relevant Fee, the Member have access to all the entrepreneurial Projects uploaded on the Ban-up Showcases of “Projects Ready for Success” and may receive certain side services such as webinar, newsletter, meeting, etc..
Services for Clients and Services for Members any related ancillary, optional or supplementary services are herein after collectively indicated also as “Service” or “Services”.
2.2. The activation and supply of the Service may depends on Ban-Up’s technological and organizational external resources and, in such case, Ban-Up shall not be held liable for any inconvenient, delay or malfunctioning of the Service. Limitations or interruptions in the availability of the Service may eventually occur due to technical issues.
3. Conclusion of the Contract
3.1. Access to the Services for Clients is subject to the successful submission of the form “Present your Project” and to the entering of a Consulting Agreement with Ban-Up, as the case may be.
Access to the Services for Member is subject to the successful submission of the “Membership Agreement”, to the discretionary acceptance by Ban-Up of the Member and of the relevant payment of the membership Fee. It is understood that the “form Members” does not constitute an offer but a request to become Member, the acceptance of this request is subject to Ban-Up Ethical-Code and to Ban-Up discretion.
The User fully guarantees the truthfulness and correctness of the information provided and undertakes to update them in the event that variations occurred. The User also accepts to hold Ban-Up harmless from any liability arising as a consequence of the communication of false or incorrect information.
The User shall be held liable for the use of Ban-Up, without limitation to the nature or the specific type of use carried out.
3.2. Ban-Up is entitled to reject, at its own discretion, a request for access to the Service, both in total or only in relation to certain specific features of the Service.
4. Use of personal access codes
4.1. Each Membership is personal cannot be used by any third party other than the Member who has successfully entered into the Membership Agreement. Access to the Showcase and view of the Projects “Ready for Success” and to the other Services for Members is admitted to Member only, subject to the entering of the access codes provided by Ban-Up, which include: (i) a username; and (ii) a key code (password). The Member can change, at any time, his password by following the dedicated on-line procedure provided by the web site. The access codes are strictly personal and cannot be transferred or communicated to third parties. The Member must safeguard the access codes diligently in order to prevent third parties from obtaining and using them.
4.2. The Member shall not communicate the content of the Project or the related document to any third party and shall also promptly inform Ban-Up of any possible circumstance which might cause third parties to take cognizance of the access codes, of any unauthorized use by third parties and, in general, of any breach of security which he might be aware of. Each Member shall be held liable, pursuant to article 2051 of the Italian Civil Code, in relation to the consequences and/or damages caused by third parties when using the access codes furnished by Ban-Up. Ban-Up is entitled to determine the suspension or modification of the habilitation of the e-mail and password service in the event of an improper or unauthorized use of the access codes.
4.3. The Member undertakes to promptly inform Ban-Up (Tel. 02 77297559 - email firstname.lastname@example.org) of any possible inconvenient encountered in relation to the activation or the correct functioning of the Service.
5. License and warranty for information to Ban-Up
The Client authorizes Ban-Up to use the information and documentation provided in order to carry out the consultancy activity agreed upon under the Consulting Agreement and in order to prepare the an anonymous teaser of the Project to be uploaded in the Ban-up Showcase.
Consequently, Ban-Up is expressly authorized by the Clients to publish on the Showcase an anonymous teaser of its Project.
Ban-Up does not supply any service of safekeeping of documents or information: any risk of loss of information is borne by the Client who submitted it; Ban-Up therefore suggests the Client to keep a copy of all the documents and information submitted to its attention. Notwithstanding the foregoing, Ban-Up will use safe technology in order to protect the information collected against the risk of misappropriation, disclosure to the public, modification or misuse, by trying to reduced at minimum possible the risk connected to the processing and conservation of data.
6. User statements and warranties
By filling out and subscribing one of the Form available through the Website, therefore by entering into a binding agreement with Ban-Up, the User undertakes and warrants: (1) to insert name, identifying details, contacts details and other information which are true and accurate; (2) to be fully entitled to enter into the relevant agreement with Ban-Up and, in doing so, not to act in breach of any other agreement it entered into; (3) to not violate any of the rights held by Ban-Up or third parties, including intellectual or industrial property rights; and (4) to provide at his expense all equipment, software, mobile access, and internet access necessary to use the Services, (5) to be a professional.
Ban-Up shall be kept indemnified and harmless for all damages, losses and costs (including, without limitation to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by: (1) User’s failure to comply with any agreement it entered into with Ban-Up, including with this Terms and Conditions, including, without limitation, its submission of content that violates third party rights or applicable laws, (2) any activity or transaction the User carries out with other User and (3) any content the User submitted to the Services.
8. Communication between Members
Each User acknowledges that the Project and the relevant business plan and briefing submitted to Ban-Up may be viewed by the Members, upon signature of a Non-Disclosure Agreement.
Ban-Up shall not be held liable for third party’s misuse or misappropriation of any content or information published in the Ban-Up Showcase.
Ban-Up is not responsible for the interaction and connection that may arise between Member and Client.
10. Services Availability
From time to time, Ban-Up may change or discontinue Services, in which case, Ban-Up does not guarantee to keep showing or storing User’s information and contents.
Ban-Up shall continue to provide and seek to update, improve and expand the Services for as long as the Services are offered. As a result, we allow you to access Ban-Up as it may exist and be available at any given time and we shall have no other obligations, with the exception for those expressly indicated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Ban-Up, partially or entirely, or change and modify prices prospectively for all or part of the Services provided for all our Users based on our sole discretion. All of these changes shall be effective upon their posting on Ban-Up or by direct communication to each User unless otherwise noted. Ban-Up further reserves the right to withhold, remove or discard any content available, with or without notice if deemed by Ban-Up to be in contrast with this Agreement. For avoidance of doubt, Ban-Up has no obligation to store, maintain or provide you a copy of any content that you or other Members provide when using the Services. Ban-Up will not remove unilaterally the content that are inserted in the portal as performance of Agreement entered between Ban-Up and the Client.
11. Information Disclosure
Ban-Up will not reveal to any third party the confidential information that the User has provided to Ban-Up (including all the information related to the business of the Client) that is not essential in order to prepare the anonymous teaser and the information memorandum.
The Member and Ban-Up agree that all information that they acquires through the showcases or through any activity connected with the Service is considered to be “confidential information” covered by this Agreement, including but not limited to, technical information, customer information and lists, specifications, design plans, prototypes, drawings, software, and software documentation and other information identified as “confidential” whether in writing or orally. Confidential information shall not include information which (without breach of this Agreement by Recipient): (1) is lawfully in the public domain; (2) was lawfully in the Recipient’s possession at the time of disclosure; (3) is lawfully obtained by the Recipient from a third party; or (4) is disclosed pursuant to law, judicial order or government regulation so long as the Recipient promptly notifies the other Party prior to disclosure.
The Member and Ban-Up undertake that for agrees to protect the confidential information with the same degree of care as they employs for the protection of their own trade secrets and confidential information (but in no event shall such care be less than that which is commercially reasonable); not use, copy or record any confidential information for any reason other than the Purpose; to limit access to the confidential information to its employees, agents, subsidiaries, financing entities, independent contractors or consultants on a "need to know" basis (and advise such of the obligations assumed herein); and not disclose the confidential information to any third party (other than to the extent necessary to comply with the reasonable requests of its auditors or other professional consultants) without the Client’s prior written consent. The mentioned confidentiality obligations does not apply to the disclosure that is necessary in order to perform the obligations of Ban-Up regarding the Service granted.
Upon the expiration of the obligations under this Agreement or an earlier request by the Client, the Member and Ban-Up shall have no right to keep or use and shall promptly destroy or return to the Client all confidential information in their possession or control.
Ban-Up will use the information provided by the Client during the filling of the form only in order to evaluate the Project and to contact the Client.
The website, the Service and whatever it might be on Ban-Up’s website have the only scope and goal of inform the User, Ban-Up will never give investment consultancy or advice and the website and its content should never be considered as a substituted to for professional investment advice or consultancy. ALL THE USERS ACKNOWLEDGE THAT THEY DO NOT REGISTER AND USE BAN-UP IN ORDER TO HAVE ADVICE ON INVESTMENT DECISION. IF A MEMBER DECIDE TO INVEST IN A PROJECT PUBLISHED ON THE SHOWCASE IT WILL DO THAT WITHOUT THE SUPPORT OR THE INTERVENTION OF BAN-UP.
BAN-UP ACIVITIES WITH CLIENT IS LIMITED TO CONSULTANCY THEREFORE BAN-UP DOES NOT GUARANTEE THAT THE PROJECTS PUBLISHED ON THE SHOWCASES WILL SUCCEED; BAN-UP CANNOT BE HELD LIABLE FOR THE FAILURE OF THE PROJECTS AND FOR RELATED CONSEQUENCES ORFOR ANY TRANSACTION THAT MAY BE ENTERED BY THE USERS OR FOR ANY DAMAGES OR LOSS THAT MAY ARISE FROM THE INTERACTION AND/OR THE CONNECTION BETWEEN USERS.
ALL INFORMATION AND SERVICES RELEASED ON BAN-UP WEBSITE ARE PROVIDED TO THE USER “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES ON THE CORRECTNESS OF THE CONTENT. BAN-UP DOES NOT CONTROL THE ACCURACY AND TRUTHNESS OF THE DOCUMENTATION AND INFORMATION PROVIDED BY ITS USER: BAN-UP DOES NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BAN-UP AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. IF USERS ARE DISSATISFIED OR HARMED BY ANYTHING RELATED TO BAN-UP, USER IS ENTITLED TO CLOSE ITS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 15 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. BAN-UP IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS MAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE WEBSITE TO ANYONE.
IN ADDITION, BAN-UP NEITHER WARRANT NOR REPRESENT THAT THE MEMBER’S USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO BAN-UP. BAN-UP DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, BAN-UP DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF MEMBER’S IDENTITY OR INFORMATION BY OTHERS. BAN-UP DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. BAN-UP DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, BAN-UP DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
The Website and its relevant content (including, without limitation to, layouts, texts, images, graphs, videos, music, designs, database, software, both verbal and figurative trademarks, etc.) are protected under the relevant and currently applicable laws concerning intellectual property, copyright, design, trademarks, patents or any other intellectual property right. Unless upon prior authorization issued in writing by Ban-Up, any reproduction or any use of the Website and its contents, which does not comply with the strict limitations provided by the applicable intellectual property, as to the lawful exploitation of third party’s intellectual works and distinguishing signs. Ban-Up reserves its right to carry out legal action against users in the event of any possible infringement of intellectual property rights, owned by Ban-Up or by its suppliers/licensees, on the Website, and on its contents.
14. Limitation of Liability
Neither Ban-Up nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (hereinafter, the “Affiliates”) shall be liable for any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from User use of the Service, any Website applications or any of the content or other materials on, accessed through or downloaded from Ban-Up. Ban-Up shall not be held liable for damages caused by delays, by the Service or by the loss or alteration of the web page or of the contents inserted by the Members. Ban-Up also denies any liability for damages caused by computer viruses, damaged files, errors, omissions, web dysfunctions, software or hardware incompatibility, unauthorized withdrawals, illicit accessing, alteration or cancellation of data and shall not be considered liable towards the Client, persons directly or indirectly linked to the Client and/or third parties for damages, losses and costs entailed by the above events.
Ban-Up does not guarantee that the adopted security measures will absolutely and, in any case, prevent the diffusion of programs capable of damaging a computer or telematics system, nor the possibility of illicit accesses by unauthorized third parties to computer or telematics systems or personal web pages, and neither the unauthorized withdrawal of contents. Ban-Up shall not be liable in relation to any use by Members of the contents withdrawn from the web space.
Either Party may immediately terminate this Agreement without any liability toward the other Party by giving written notice to the other Party if the other Party commits a material breach of any of the terms of this Agreement and –if such a breach can be cured– fails to cure it within 30 days of that Party being so requested in writing.
Ban-Up shall be entitled to immediately terminate this Agreement if the User is in breach of its obligations foreseen by articles 6. In this even the Parties agreed that Ban-Up is entitled to withhold the payment received by the User, without prejudice to indemnity for any greater injury that may be suffered by Ban-Up.
16. Applicable Law and Jurisdiction
This Terms and Conditions and related agreement entered into Ban-Up are constructed and governed by the laws of Italy, regardless of the User’s country of origin or where the User accesses the Website. The User and Ban-Up agree that all claims arising from or in relation to this Agreement must be submitted exclusively to the Italian jurisdiction, the Court of Milan, except as otherwise agreed by the parties or as described in the Mediation Option paragraph below.
17. Mediation Option
In the event of a dispute arising out of or relating to this contract where the total amount of the award sought is less than Euro 10,000, including any question regarding its existence, validity or termination, the parties shall seek settlement of that dispute by mediation in accordance with the Camera Arbitrale di Milano’s Mediation Regulation, which Rules are deemed to be incorporated by reference into this clause.
How To Contact Ban-Up
Any question, comment or complaint about this Terms and Conditions and related agreements may be forwarded by contacting Ban-Up via email at the following address or by phone at: Tel. 02 77297559