Terms of Service

• Service: the Duckday SaaS platform, including software, APIs, documentation and support.
• Order Form: the commercial document signed by the Customer specifying plan, fees, term and SLA.
• User: any natural person authorised by the Customer to access the Service.
• Customer Data: data uploaded, generated or processed by the Customer or its Users via the Service.

Duckday grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Term, in accordance with these Terms, the Order Form, the AUP and applicable law.

The Customer is responsible for managing its administrators and Users, the assignment of roles and permissions, and the confidentiality of credentials. The Customer is liable for all activity carried out under its accounts.

Fees are set in the Order Form and invoiced via the Italian Sistema di Interscambio (SDI). The Customer must provide a valid Codice Destinatario or certified email (PEC). VAT applies as required by Italian law.

Unless otherwise agreed, payment is due 30 days from invoice date. Late payments accrue legal interest under Italian Legislative Decree 231/2002.

• The Term is set in the Order Form and renews automatically for equal periods unless terminated with at least 60 days' written notice.
• Either party may terminate for material breach not cured within 30 days of written notice.
• Duckday may suspend the Service for non-payment after 15 days from a payment-reminder notice.

The Customer retains all rights, title and interest in Customer Data. Duckday acts as Data Processor under the GDPR and processes Customer Data only on documented instructions, as set out in the Data Processing Agreement (DPA).

Upon termination, the Customer may export its data within 90 days. After this period, Duckday will delete or anonymise the data, save for legal retention obligations.

Service levels are set out in the SLA and represent the Customer's sole and exclusive remedy for availability failures.

Use of the Service is subject to the Acceptable Use Policy (AUP), which is an integral part of these Terms.

All rights in the Service, including software, design, logos and documentation, are owned by Superduck S.r.l. or its licensors. No ownership is transferred to the Customer.

The Service is provided «as is» with the warranty that, in normal use, it shall substantially conform to the published documentation. Duckday disclaims any other warranty, to the maximum extent permitted by Italian law.

Except for cases of wilful misconduct or gross negligence, Duckday's aggregate liability arising out of or in connection with these Terms is capped at the fees paid by the Customer in the 12 months preceding the event. Indirect damages, lost profits, lost data or loss of business opportunity are excluded.

Duckday may amend these Terms by giving 30 days' prior written notice. If the Customer does not accept material changes, it may terminate the Agreement effective at the end of the current billing period without penalty.

These Terms are governed by Italian law. The Court of Milan has exclusive jurisdiction over any dispute, save for mandatory consumer-protection rules.

The Customer expressly approves, pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following clauses: limitation of liability, automatic renewal, exclusive jurisdiction in Milan, unilateral changes, suspension for non-payment, exclusive remedies for SLA breaches.