Terms and Conditions
Applies to all confidential and proprietary information provided by SINAURA S.R.L.
1. Definitions
“Materials” or “Confidential Information” means any non-public information belonging to SINAURA S.R.L., including but not limited to:
technical data, product specifications, source code, firmware, software, designs, prototypes, CAD/BIM files, roadmaps, pricing, processes, research, demos, commercial documents, presentations, datasets, and any derivative notes.
2. Purpose and Limited License
Access is granted solely for the purpose of evaluating products, solutions, or a potential business relationship with SINAURA S.R.L.
No license, assignment, transfer, or implied rights in intellectual property are granted.
3. Confidentiality and Prohibited Uses
The Recipient shall keep all Materials strictly confidential and shall not, without prior written consent:
copy, reproduce, distribute, publish, or disclose
reverse engineer, decompile, disassemble, or analyze
perform competitive benchmarking or testing
create derivative works or otherwise reuse the content
make public statements or commercial use of the information
(see also “Confidentiality & IP Protection Notice”)
4. Need-to-Know Restriction
Access is limited to personnel who have a demonstrable need-to-know and are bound by obligations no less protective than these terms.
The Recipient remains fully liable for actions of its employees, subcontractors, consultants, or representatives.
5. Security and Breach Notification
The Recipient shall apply reasonable safeguards, including but not limited to: RBAC / least-privilege, encryption, controlled storage, audit logs.
Any actual or suspected breach must be notified immediately to SINAURA S.R.L.
6. Data Protection
Where personal data is involved, it is processed in accordance with GDPR (EU) 2016/679 and applicable laws.
A Data Processing Agreement (DPA) shall apply where required.
7. Export Control & Lawful Use
The Recipient shall comply with all applicable export-control, dual-use, and sanctions regulations, including:
EU Dual-Use Regulation 2021/821
Italian export control laws
where applicable, U.S. EAR / ITAR or similar foreign regimes
Use of Materials for unlawful, embargoed, or restricted purposes is strictly prohibited.
8. Term, Return and Destruction
These obligations remain in force until the Confidential Information becomes public through lawful means.
Upon written request, the Recipient must return or securely destroy all copies and certify destruction, unless retention is required by law.
9. Disclaimer of Liability
Materials are provided “as is”, without warranties of any kind.
They do not constitute an offer, binding commitment, legal advice, or contractual representation.
SINAURA S.R.L. assumes no liability for decisions made on the basis of the Materials.
10. Public Communications
No public announcements, publications, reference to SINAURA S.R.L. or its products, demos, or presentations may be made without prior written approval.
11. Assignment and Subcontracting
The Recipient may not assign, transfer, or sublicense these obligations without prior written consent from SINAURA S.R.L.
Any approved subcontracting must impose equivalent obligations.
12. Governing Law and Jurisdiction
Unless otherwise agreed in writing:
Governing law: Italian law
Exclusive venue: Court of Milan, Italy
In case of conflict, the Italian version prevails.
13. Severability and Entire Agreement
These terms constitute the entire agreement relating to access and confidentiality of the Materials.
Invalidity of one clause does not affect the remainder.
No waiver is valid unless made in writing.
14. Electronic Acceptance (Browsewrap / Clickwrap)
By accessing, viewing, or downloading the Materials including via website, portal, email link, or data room the Recipient formally accepts these Terms and Conditions and the related Confidentiality & IP Protection Notice.