Partner procurement agreement

Terms and conditions of the procurement agreement

BETWEEN FIBRAFORTE SRL, a company registered under Italian law, with registered office in Salita Vecchia N.S. del Monte 17, 16143 Genoa (GE), Italy (hereinafter "FibraForte"),

AND

THE BROKER, as identified at the time of registration via the dedicated web portal (hereinafter "Broker").

Premises

1. FibraForte operates in the telecommunications sector and deals with the sale of digital services, including Internet connection plans via eSIM (hereinafter "Services").
2. The Broker, thanks to his/her work activity and the contacts acquired, makes himself/herself available to promote and propose the sale of the Services to potential interested Clients.

1. Object of the contract

1.1. With this contract, FibraForte grants the Broker the non-exclusive task of promoting the sale of the Services.

1.2. The Broker will carry out its activity without subordination constraints and in complete autonomy, respecting the principles of good faith and fairness.

1.3. FibraForte will provide the Broker with access to a web dashboard and a personalized landing page for the promotion of the Services both online and offline.

1.4. Details of the Services, including prices and conditions, are available on the FibraForte website and may be subject to change without notice.

2. Responsibility

2.1. FibraForte is not responsible for any disruptions, interruptions or data losses related to the Services provided by third parties.

2.2. The Broker undertakes to inform Customers that:

• The eSIMs and related plans are managed by FibraForte and/or third-party companies;
• Use is subject to the contractual conditions indicated at the following link: https://www.iubenda.com/termini-e-condizioni/79111285

2.3. The Broker is responsible for any damages caused by failure to communicate the contractual conditions to the Customers.

3. Consideration

3.1. The Broker is entitled to a 5% commission on the final sale price of the Services, net of taxes and charges.

3.2. In the case of offline sales, the Customer will pay directly to the Broker, who will transfer the amounts to FibraForte via bank transfer to the coordinates communicated from time to time by FibraForte.

3.3. For online sales, payments will be managed directly by FibraForte via payment gateway. Commissions will be calculated net of transaction fees, according to the rates of the gateway used (e.g. Stripe).

3.4. Payment of commissions will be made upon reaching a minimum threshold of € 50.00 and will be made within the month following the achievement of this amount, after issuing a regular invoice.

3.5. In the event of refunds to Customers, the Broker will not be entitled to commissions on the related purchases and, if already paid, such sums may be offset against any future amounts.

4. Duration and withdrawal

4.1. This contract has an indefinite duration.

4.2. Either party may withdraw from the contract at any time, with at least 30 days' notice, by registered mail with return receipt or certified e-mail (PEC).

5. Competent court

5.1. For any dispute arising from this contract, the exclusive Court will be that of Genoa.

6. Confidentiality clause

6.1. The information relating to this contract is confidential and may not be disclosed to third parties without the written consent of the other party.

6.2. Each party is responsible for ensuring that employees, collaborators or other parties involved comply with this clause.

7. Assignment of contract

7.1. FibraForte reserves the right to assign this contract to third parties, upon prior notice to the Broker.

8. Processing of personal data

8.1. The Broker declares that he has read and accepted the information on the processing of personal data provided by FibraForte pursuant to EU Regulation 2016/679 (GDPR).

8.2. FibraForte will act as Data Controller of the personal data of Customers. The Broker, in the event of offline sales, will process the personal data of Customers:

• As an independent Data Controller for tax and administrative purposes;
• As Data Processor, pursuant to art. 28 GDPR, for the data necessary for inclusion in the FibraForte register.

8.3. Before the execution of the contract, FibraForte will appoint the Broker as Data Processor through specific documentation.

Digitally signed by the Parties

Privacy policy

Information pursuant to art. 13 of European Regulation no. 679 of 2016 on the subject of personal data protection.

Premise

Pursuant to art. 13 of European Regulation no. 679 of 2016 (hereinafter, the "Privacy Regulation"), Fibra Forte S.r.l. (hereinafter, "Fibra Forte", the "Data Controller" or the "Company"), with registered office in Salita Vecchia N.S. del Monte 17, 16143 Genoa (GE), Italy, tax code and VAT number 02546230992, REA registration 494230, share capital € 10,000, ROC 34463, wishes to inform the interested party that the personal data provided or that will be collected in the future may be processed in compliance with the applicable legislation and the principles of correctness, lawfulness, transparency and protection of confidentiality.

Source of personal data

The personal data subject to processing are collected directly from the interested party in relation to the contractual or pre-contractual relationships established with the Company.

Nature of the collection

The collection of personal data is necessary to fulfill legal, fiscal and contractual obligations. Failure to provide such data will make it impossible to establish or continue the contractual relationship with Fibra Forte. Therefore, the related processing does not require the consent of the interested party, being carried out for the execution of contractual and legal obligations.

Purpose of processing and legal basis

The processing of personal data occurs exclusively for the following purposes:

1. Management of the contractual relationship: for the execution of pre-contractual activities, the stipulation of the contract and the administrative, operational, fiscal and accounting management relating to the established relationship;
2. Fulfilment of legal obligations: to comply with the provisions of laws, regulations, community legislation and obligations imposed by competent authorities;
3. Litigation management: for the management of any legal disputes, arbitrations or judicial proceedings.

The legal basis for the processing is represented by the execution of contractual and pre-contractual obligations (art. 6, paragraph 1, letter b of the Privacy Regulation) and by the fulfillment of legal obligations (art. 6, paragraph 1, letter c of the Privacy Regulation).

Treatment methods

The processing of personal data is carried out with manual, computerized and telematic tools suitable to guarantee their security and confidentiality. The processing is carried out mainly by duly authorized and trained internal personnel. The data will be stored in a form that allows the identification of the interested party for the time strictly necessary to achieve the purposes for which they are collected and processed.

Duration of treatment

Personal data will be retained for the entire duration of the contractual relationship and, subsequently, for the time necessary to fulfill legal, fiscal and accounting obligations, as well as for any legal protection needs.

Recipients of personal data

The personal data of the interested party may be communicated to:

• Public bodies and competent authorities, in compliance with legal obligations;
• Third parties who provide services to the Company, such as legal, tax, accounting consultants, or IT service providers;
• Banks and credit institutions, for the management of economic transactions related to the contract;
• Self-employed workers or debt collection companies, for the management of any contractual breaches.

These entities will act as independent Data Controllers or as Data Processors, where appointed. The updated list of Data Processors is available upon request.

Personal data will not be disclosed under any circumstances.

Transfer of data abroad

If necessary, personal data may be transferred to third countries, including outside the European Union, while still ensuring an adequate level of protection pursuant to the Privacy Regulation.

Rights of the interested party

The interested party has the right to exercise, at any time, the following rights provided for by art. 15-21 of the Privacy Regulation:

• Access to personal data;
• Rectification of inaccurate or incomplete data;
• Cancellation ("right to be forgotten"), in the cases provided for;
• Limitation of processing;
• Objection to processing;
• Data portability, where applicable.

To exercise these rights, the interested party may contact the Data Controller using the contact details provided in this information notice.

Right to lodge a complaint

If the interested party believes that the processing of his/her personal data has occurred in violation of the current legislation, he/she can lodge a complaint with the Guarantor for the Protection of Personal Data (www.garanteprivacy.it, email: garante@gpdp.it).

Additional information

For further information regarding the processing of personal data or to request the updated list of Data Processors, you can contact Fibra Forte S.r.l. at the following email address: info@fibraforte.it.

Data Controller

The Data Controller is Fibra Forte S.r.l., with registered office in Salita Vecchia N.S. del Monte 17, 16143 Genoa (GE), Italy.

The Data Controller has appointed a DPO, who can be reached at the email address info@fibraforte.it.

Act of appointment of Data Processor

BETWEEN

Fibra Forte S.R.L.
Salita Vecchia N.S. del Monte 17, 16143 Genoa (GE), Italy – VAT no. 02546230992 – REA 494230 – Share Capital € 10,000 – ROC: 34463
In the person of the legal representative Francesco Guarnaccia, hereinafter referred to as the "Controller"

AND

[BROKER]
Hereinafter referred to as the "Processor"

Premises

1. Fibra Forte S.R.L. is the Data Controller of the personal data of Customers relating to the services marketed, in compliance with EU Regulation 2016/679 ("GDPR") and applicable Italian legislation.
2. The Broker, in execution of the contractual relationship with the Controller, processes personal data exclusively on behalf of the Controller, complying with the instructions received.

Appointment

Pursuant to art. 28 of the GDPR, the Controller appoints the Broker as Data Processor, authorising him to process the personal data of the Customers necessary for:

• Insertion and management in the Fibra Forte registry;
• Purposes related to the execution of the contract and services.

Obligations of the Processor

The Processor undertakes to:

1. Regulatory compliance: process data in a lawful, correct and transparent manner, ensuring compliance with legal provisions.
2. Security: implement appropriate technical and organizational measures pursuant to art. 32 of the GDPR to protect personal data from unlawful processing, accidental loss or destruction.
3. Assistance to the Controller:
   • facilitate the exercise of the rights of data subjects (articles 15-22 GDPR);
   • notify any personal data breaches (Data Breach) within 48 hours;
   • allow checks and inspections by the Controller.
4. Sub-processors: do not use sub-processors without prior written authorization from the Controller.
5. Termination of processing: upon termination of the contract, return or delete personal data, except for legal retention obligations.

Limitations and responsibilities

The Processor processes the data exclusively for the purposes indicated by the Controller, undertaking not to communicate or disseminate them to third parties, except as required by law. It is fully responsible for the actions of any authorised persons or sub-processors.

Checks and controls

The Controller reserves the right to periodically verify the adequacy of the security measures adopted by the Processor.

Final provisions

The obligations arising from this deed are interpreted and fulfilled in accordance with the GDPR and current Italian legislation.

Digitally signed by the Parties