STANDARD TERMS AND CONDITIONS OF SALE
Meway Srl
Legal headquarters: Via Duccio di Buoninsegna 47, 00142 Rome (RM)
Operational headquarters: Via dei Campani 20A, 00185 Rome (RM)
VAT / Tax Code: 10504501007
REA: RM 1237186
PEC: meway@pec.it
PHONE: +39 06 45.47.38.90
Sales office: sales@meway.it
Technical support: support@meway.it
(di seguito anche “Fornitore”, “Meway” o “noi”)
1. Premises and Scope of Application
1.1 These General Conditions govern the provision, by Meway Srl, of the following services (collectively the “Services”):
a) services in SaaS mode (Software as a Service);
b) development, maintenance, and updating of mobile applications (iOS/Android), web applications, and applications for HbbTV;
c) video streaming services (live, on-demand, VOD, OTT platforms, transcoding, CDN, DRM, custom players, etc.).
1.2 The Services are provided based on an order/contract/commercial proposal/offer (hereinafter “Order”) signed by the Client or accepted through an online procedure (click-wrap / order form).
1.3 In the event of a conflict between the Order and these General Conditions, the specific provisions contained in the Order shall prevail.
2. Definitions
Client: the natural or legal person who signs the Order and uses the Services.
End User: a natural person authorized by the Client to use the applications or streaming services.
Client Material: content (video, audio, images, texts, metadata, etc.), logos, brands, source codes provided by the Client to Meway.
Meway Platform: software/hardware infrastructure owned or licensed by Meway used for the provision of Services.
3. Subject and Method of Provision
3.1 Meway commits to providing the Services as agreed in the Order, with professional diligence and according to ICT industry standards.
3.2 The SaaS services are provided in cloud mode (multi-tenant or dedicated depending on the Order). No intellectual property rights on the software are transferred, only a non-exclusive, non-transferable right of use, limited to the duration of the contract.
3.3 Custom development (mobile/web/HbbTV app) can be: fixed price (lump sum)time and materialsagile/sprint mode
In the case of development, testing and acceptance follow what is indicated in the Order or in the attachment "Specifications and Timelines."
3.4 Streaming services typically include: acquisition, transcoding, packaging, DRM protection (Widevine, FairPlay, PlayReady), distribution via CDN, branded player, analytics, paywall/SSO as agreed.
4. Fees, payments, and invoicing
4.1 The fees are indicated in the Order and may include: recurring monthly/annual fees (SaaS and streaming)one-time fees (initial development)variable fees (per GB transferred, hours of transcoding, number of active users, etc.)
4.2 Unless otherwise agreed, payments are made:in advance for recurring feeswithin 30 days end of month for services billed after the fact or development
4.3 In case of payment delays exceeding 10 business days, late payment interest applies as per Legislative Decree 231/2002 + € 40 flat fee for debt collection expenses.
4.4 Meway reserves the right to suspend the Services (without notice in case of default > 30 days) and to charge reactivation fees (minimum € 150 + VAT).
5. Duration, Renewal, and Termination
5.1 The contract has a duration specified in the Order (usually 12 or 24 months for SaaS/streaming services).
5.2 Unless otherwise agreed, upon expiration, the contract automatically renews for equal and successive periods, unless terminated with at least 60 days' notice (registered mail or certified email).
5.3 In the case of custom development services, early termination does not relieve the Client from payment for activities already performed and milestones achieved.
6. Intellectual Property
6.1 The SaaS software, reusable components, frameworks, video players, and everything developed by Meway before or during the relationship remain the exclusive property of Meway or its licensors.
6.2 The Client retains full ownership of its content (Client Material) and grants Meway a limited, non-exclusive, free, and worldwide license for the time necessary to provide the Services.
6.3 Custom applications developed specifically for the Client are transferred (or granted an exclusive perpetual license) only upon full payment of what is due and unless otherwise agreed in writing.
7. Client Obligations
The Client agrees to: provide lawful content for which they hold all rights, comply with copyright, privacy, and equal treatment regulations (in the case of HbbTV/TV streaming), not use the Services to transmit illegal, defamatory, pornographic material, hate speech, or malware, keep access credentials confidential.
8. Service Levels (SLA) – where applicable
8.1 For SaaS and streaming services, Meway typically guarantees: monthly uptime ≥ 99.5% (excluding scheduled maintenance communicated with ≥ 48h) recovery times < 4 hours for critical failures. Any penalties are indicated in the Order (e.g., 5-15% of the monthly fee in case of SLA non-compliance).
9. Limitation of Liability
9.1 Meway is not liable for indirect, consequential damages, loss of profits, loss of data, or loss of revenue.
9.2 Meway's overall liability shall not exceed the amount paid by the Customer in the 12 months preceding the harmful event.
9.3 The above limitations do not apply in cases of willful misconduct or gross negligence.
9 bis. Disclaimer for Copyright Violations and Third-Party Rights
Meway S.r.l. does not provide any form of legal coverage to individuals or companies using the services offered for the distribution of content with any copyright protection.
Meway S.r.l. is not responsible in any way for rights related to licensing agreements with collective management organizations (ASCAP, BMI, SESAC, RIAA, SIAE, SCF, GEMA, or similar).
Under no circumstances is Meway S.r.l. liable for the actions of its clients and/or users connected to them regarding the dissemination of protected content, except in cases of willful misconduct or gross negligence as provided by law.
All licenses, copyrights, and related royalty issues are the sole responsibility of individual clients and/or their production entities. The Client indemnifies and holds Meway harmless from any claims, damages, costs, or penalties arising from violations of third-party rights, including copyrights.
In the event of confirmed abuse (for example, upon notification from rights holders or competent authorities), Meway S.r.l. reserves the right to block access and terminate the contractual relationship without notice, without prejudice to any damages suffered and the payment of amounts due up to the date of termination. Meway will act promptly on valid notifications.
10. Personal Data Processing (GDPR)
10.1 When Meway processes personal data on behalf of the Client (e.g., End User data from the streaming platform), it acts as the External Data Processor. The DPA (Data Processing Agreement) is attached to the Order or available upon request.
10.2 The Client is the data controller of its own data and the data of the End Users.
11. Force majeure
No party is liable for delays or non-fulfillment due to force majeure causes (prolonged blackouts, nationwide DDoS attacks, natural disasters, government measures, etc.).
12. Applicable Law and Jurisdiction
12.1 These Terms are governed by Italian law.
12.2 Any dispute shall be subject to the exclusive jurisdiction of the Court of Rome.
13. Changes to the General Conditions
Meway may modify these Conditions by notifying the Customer at least 30 days in advance (via email or secure area). The Customer may withdraw without penalty before the effective date of the changes.
14. Communications
All relevant communications occur via certified email or PEC to the addresses indicated in the Order.
Legal headquarters: Via Duccio di Buoninsegna 47, 00142 Rome (RM)
Operational headquarters: Via dei Campani 20A, 00185 Rome (RM)
VAT / Tax Code: 10504501007
REA: RM 1237186
PEC: meway@pec.it
PHONE: +39 06 45.47.38.90
Sales office: sales@meway.it
Technical support: support@meway.it
(di seguito anche “Fornitore”, “Meway” o “noi”)
1. Premises and Scope of Application
1.1 These General Conditions govern the provision, by Meway Srl, of the following services (collectively the “Services”):
a) services in SaaS mode (Software as a Service);
b) development, maintenance, and updating of mobile applications (iOS/Android), web applications, and applications for HbbTV;
c) video streaming services (live, on-demand, VOD, OTT platforms, transcoding, CDN, DRM, custom players, etc.).
1.2 The Services are provided based on an order/contract/commercial proposal/offer (hereinafter “Order”) signed by the Client or accepted through an online procedure (click-wrap / order form).
1.3 In the event of a conflict between the Order and these General Conditions, the specific provisions contained in the Order shall prevail.
2. Definitions
Client: the natural or legal person who signs the Order and uses the Services.
End User: a natural person authorized by the Client to use the applications or streaming services.
Client Material: content (video, audio, images, texts, metadata, etc.), logos, brands, source codes provided by the Client to Meway.
Meway Platform: software/hardware infrastructure owned or licensed by Meway used for the provision of Services.
3. Subject and Method of Provision
3.1 Meway commits to providing the Services as agreed in the Order, with professional diligence and according to ICT industry standards.
3.2 The SaaS services are provided in cloud mode (multi-tenant or dedicated depending on the Order). No intellectual property rights on the software are transferred, only a non-exclusive, non-transferable right of use, limited to the duration of the contract.
3.3 Custom development (mobile/web/HbbTV app) can be: fixed price (lump sum)time and materialsagile/sprint mode
In the case of development, testing and acceptance follow what is indicated in the Order or in the attachment "Specifications and Timelines."
3.4 Streaming services typically include: acquisition, transcoding, packaging, DRM protection (Widevine, FairPlay, PlayReady), distribution via CDN, branded player, analytics, paywall/SSO as agreed.
4. Fees, payments, and invoicing
4.1 The fees are indicated in the Order and may include: recurring monthly/annual fees (SaaS and streaming)one-time fees (initial development)variable fees (per GB transferred, hours of transcoding, number of active users, etc.)
4.2 Unless otherwise agreed, payments are made:in advance for recurring feeswithin 30 days end of month for services billed after the fact or development
4.3 In case of payment delays exceeding 10 business days, late payment interest applies as per Legislative Decree 231/2002 + € 40 flat fee for debt collection expenses.
4.4 Meway reserves the right to suspend the Services (without notice in case of default > 30 days) and to charge reactivation fees (minimum € 150 + VAT).
5. Duration, Renewal, and Termination
5.1 The contract has a duration specified in the Order (usually 12 or 24 months for SaaS/streaming services).
5.2 Unless otherwise agreed, upon expiration, the contract automatically renews for equal and successive periods, unless terminated with at least 60 days' notice (registered mail or certified email).
5.3 In the case of custom development services, early termination does not relieve the Client from payment for activities already performed and milestones achieved.
6. Intellectual Property
6.1 The SaaS software, reusable components, frameworks, video players, and everything developed by Meway before or during the relationship remain the exclusive property of Meway or its licensors.
6.2 The Client retains full ownership of its content (Client Material) and grants Meway a limited, non-exclusive, free, and worldwide license for the time necessary to provide the Services.
6.3 Custom applications developed specifically for the Client are transferred (or granted an exclusive perpetual license) only upon full payment of what is due and unless otherwise agreed in writing.
7. Client Obligations
The Client agrees to: provide lawful content for which they hold all rights, comply with copyright, privacy, and equal treatment regulations (in the case of HbbTV/TV streaming), not use the Services to transmit illegal, defamatory, pornographic material, hate speech, or malware, keep access credentials confidential.
8. Service Levels (SLA) – where applicable
8.1 For SaaS and streaming services, Meway typically guarantees: monthly uptime ≥ 99.5% (excluding scheduled maintenance communicated with ≥ 48h) recovery times < 4 hours for critical failures. Any penalties are indicated in the Order (e.g., 5-15% of the monthly fee in case of SLA non-compliance).
9. Limitation of Liability
9.1 Meway is not liable for indirect, consequential damages, loss of profits, loss of data, or loss of revenue.
9.2 Meway's overall liability shall not exceed the amount paid by the Customer in the 12 months preceding the harmful event.
9.3 The above limitations do not apply in cases of willful misconduct or gross negligence.
9 bis. Disclaimer for Copyright Violations and Third-Party Rights
Meway S.r.l. does not provide any form of legal coverage to individuals or companies using the services offered for the distribution of content with any copyright protection.
Meway S.r.l. is not responsible in any way for rights related to licensing agreements with collective management organizations (ASCAP, BMI, SESAC, RIAA, SIAE, SCF, GEMA, or similar).
Under no circumstances is Meway S.r.l. liable for the actions of its clients and/or users connected to them regarding the dissemination of protected content, except in cases of willful misconduct or gross negligence as provided by law.
All licenses, copyrights, and related royalty issues are the sole responsibility of individual clients and/or their production entities. The Client indemnifies and holds Meway harmless from any claims, damages, costs, or penalties arising from violations of third-party rights, including copyrights.
In the event of confirmed abuse (for example, upon notification from rights holders or competent authorities), Meway S.r.l. reserves the right to block access and terminate the contractual relationship without notice, without prejudice to any damages suffered and the payment of amounts due up to the date of termination. Meway will act promptly on valid notifications.
10. Personal Data Processing (GDPR)
10.1 When Meway processes personal data on behalf of the Client (e.g., End User data from the streaming platform), it acts as the External Data Processor. The DPA (Data Processing Agreement) is attached to the Order or available upon request.
10.2 The Client is the data controller of its own data and the data of the End Users.
11. Force majeure
No party is liable for delays or non-fulfillment due to force majeure causes (prolonged blackouts, nationwide DDoS attacks, natural disasters, government measures, etc.).
12. Applicable Law and Jurisdiction
12.1 These Terms are governed by Italian law.
12.2 Any dispute shall be subject to the exclusive jurisdiction of the Court of Rome.
13. Changes to the General Conditions
Meway may modify these Conditions by notifying the Customer at least 30 days in advance (via email or secure area). The Customer may withdraw without penalty before the effective date of the changes.
14. Communications
All relevant communications occur via certified email or PEC to the addresses indicated in the Order.