Terms and Conditions of RESTHeart Managed Service

These general conditions (hereinafter referred to as the "General Conditions") govern the terms and conditions of the provision of the RESTHeart managed service (hereinafter the "Service") to the Customer.

If you are looking for the Terms and Conditions of the Cloud services, please refer to Terms and Conditions of RESTHeart Cloud Service

0. INTRODUCTION

VERSION

These General Conditions were last updated on August 7, 2025.

DEFINITIONS

The term "Supplier" refers to "SoftInstigate Srl Società Benefit" with registered office at via del Beato Cesidio 49, 67100, L'Aquila, Italy.

The term "RESTHeart" refers to the software exclusively owned by the "Supplier" and for which it holds all intellectual property rights, without exception. The source code of RESTHeart is available at the web address https://github.com/softInstigate/restheart, licensed under the terms of the open-source license available at https://github.com/SoftInstigate/restheart/blob/master/LICENSE.txt, and/or under the terms and conditions of the commercial license, if granted to the "Customer" through a specific agreement, available at https://github.com/SoftInstigate/restheart/blob/master/COMM-LICENSE.txt.

The term "RESTHeart Application" refers to a software application developed by the "Supplier" for the "Customer" that utilizes the RESTHeart API (https://restheart.org), which may include one or more custom RESTHeart plugins developed specifically for the Customer's requirements.

The term "Service" refers to the comprehensive managed service where the "Supplier" takes full responsibility for operating and managing RESTHeart applications on behalf of the "Customer". This includes all aspects of infrastructure management, application deployment, monitoring, maintenance, and support. The Customer receives a fully managed solution without needing to manage any technical aspects themselves.

The term "Service Configuration" refers to the specific configuration and resource allocation level of the managed service as defined in the Order or applicable Service Level Agreement, with features, limitations, and pricing specified therein based on the Customer's requirements and commercial negotiations.

The term "Region" refers to the geographical location where the cloud infrastructure hosting the Customer's managed service is deployed, as selected by the Customer during service provisioning.

CONTRACTUAL DOCUMENTS AND EFFECTIVENESS

The overall contractual framework for the provision of the Service granted to the "Customer" is contained in these General Conditions, the applicable Service Level Agreement for the managed Service Configuration, as well as in the Purchase Orders signed by the "Customer", which include the specific contractual terms and commercial arrangements. The General Conditions, Service Level Agreement, and the Purchase Orders together constitute the "Agreement".

Managed services are provided through direct commercial negotiations between the Supplier and Customer, followed by formal purchase orders and contractual agreements.

In the event of any inconsistency between the provisions of the General Conditions and those contained in the accepted "Purchase Orders" by the "Supplier", the provisions contained in the "Purchase Orders" shall prevail.

No "Purchase Order" shall be binding on the "Supplier" until it is accepted by written confirmation from the Supplier. Managed services require formal acceptance of commercial offers and execution of purchase orders before service provisioning begins.

Any different or additional terms or conditions proposed by the "Customer" or referred to by the "Customer" in their own documents shall not be effective against the "Supplier" unless expressly accepted in writing by the latter.

1. SCOPE OF APPLICATION OF THE GENERAL CONDITIONS

1.1. The General Conditions apply to the provision of the managed Service as specified in the Order by the Supplier to the Client, as defined in these General Conditions.

1.2. All Intellectual Property Rights related to RESTHeart and its developments are and remain the exclusive property of the Supplier.

1.3. The Customer acknowledges that the managed Service Configuration may have specific terms, limitations, and support levels as defined in the Order or applicable Service Level Agreement.

2. THE SERVICE

2.1. Under the Contract, the Supplier undertakes to provide comprehensive managed services directly to the Client, taking full responsibility for all technical aspects of operating RESTHeart applications on the Customer's behalf, subject to the timely payment of fees as established in the Order or applicable Service Level Agreement.

2.2. The Supplier manages all aspects of the RESTHeart application lifecycle, including deployment, configuration, monitoring, maintenance, updates, and support.

2.3. The Supplier undertakes to provide the managed Service exclusively to the Client as specified in the Order. Therefore, it is understood that third parties, including companies controlled by the same group as the Client, are not allowed to use the Service, except as specifically permitted by the applicable Service Level Agreement.

2.4. The Client shall contact the Supplier to request commercial proposals for managed services. All provisioning, configuration, and management is handled entirely by the Supplier through commercial negotiations and formal agreements.

2.5. Comprehensive support is provided as part of the managed service, with response times and availability levels specified in the applicable Service Level Agreement.

2.6. SERVICE CONFIGURATION

The managed service configuration, including operational features, service levels, support commitments, and pricing are defined in the Order or applicable Service Level Agreement based on the Customer's specific requirements and agreed commercial terms. Each managed service is fully customized to the Customer's operational needs through direct negotiation with the Supplier.

2.7. The managed service includes the following activities:

Full Service Management: The Supplier takes complete responsibility for all technical aspects including infrastructure provisioning, application deployment, configuration management, monitoring, maintenance, updates, security, and operational support. The Customer receives a fully managed solution requiring no technical involvement from their side.

Professional Support: Comprehensive technical support is provided as an integral part of the managed service, with dedicated support channels and response times as specified in the applicable Service Level Agreement.

Infrastructure Management: The Supplier manages all underlying infrastructure including RESTHeart processes, MongoDB databases, networking, security, backup systems, and disaster recovery as specified in the Service Level Agreement.

2.8. The Customer expressly acknowledges that backup and disaster recovery services are fully managed by the Supplier as defined in the Order or applicable Service Level Agreement.

2.9. The Supplier provides comprehensive managed hosting and operation of all components required for the Customer's service as agreed in the Order or applicable Service Level Agreement.

2.10. Regional Deployment: The managed service is available in multiple geographical regions as agreed during commercial negotiations. Data residency and compliance with local regulations are managed by the Supplier as part of the service.

2.11. The following activities are NOT included in the managed service scope, except as specifically agreed in the Order or applicable Service Level Agreement:

  • Custom application development beyond the agreed scope.
  • End-user training and application usage support.
  • System integrations beyond those specified in the agreement.
  • Consulting services for business process optimization.

2.12. The Supplier's obligation to provide the managed Service is based on the specifications and requirements agreed during commercial negotiations and documented in the Order or applicable Service Level Agreement.

3. CUSTOMER'S OBLIGATIONS

3.1. By entering into the Contract, the Customer undertakes to:

  • Pay the agreed fees to the Supplier as specified in the Order or applicable Service Level Agreement, typically via wire transfer following periodic invoicing.
  • Provide necessary business requirements and access information for the Supplier to deliver the managed service.
  • Designate authorized contacts for service communication and decision-making.
  • Use the Service in accordance with the Contract and within the agreed terms of use.
  • Ensure that authorized users are aware of the terms and proper usage of the managed service.
  • Comply with usage guidelines and restrictions specified in the Order or applicable Service Level Agreement.
  • Maintain current contact and billing information for service communications.

4. ACCESS AND CREDENTIALS

4.1. The Supplier manages all technical credentials and access controls as part of the managed service. Customer access is provided through secure interfaces managed by the Supplier.

4.2. The Customer receives appropriate access rights to their managed service as specified in the Service Level Agreement, while the Supplier retains full administrative access necessary to provide comprehensive management.

4.3. The Customer is responsible for safeguarding any access credentials provided to them and ensuring proper use by authorized personnel.

4.4. The Supplier implements appropriate security measures for credential management as part of the managed service offering.

5. SERVICE EVOLUTION

5.1. The Customer acknowledges that the Supplier may need to evolve the managed service to maintain optimal performance, security, and compliance with reasonable notice as specified in the Order or applicable Service Level Agreement.

5.2. The Customer releases the Supplier from liability related to service evolutions performed as part of normal service management, unless such changes result from willful misconduct or gross negligence.

5.3. Major service changes that affect service levels or functionality will be communicated according to the terms specified in the Order or applicable Service Level Agreement.

6. CONSIDERATION

6.1. The Customer undertakes to pay the Supplier fees as specified in the Order or applicable Service Level Agreement. Payment is typically made through wire transfer following periodic invoicing by the Supplier as agreed in the commercial terms.

6.2. All fees are understood as exclusive of VAT and any other legal charges. Managed services are invoiced periodically by the Supplier according to the agreed billing schedule.

6.3. The Customer acknowledges that managed service fees are subject to periodic updates as specified in the applicable Service Level Agreement, with reasonable advance notice.

6.4. In case of non-payment or delayed payment of invoiced amounts, the Customer shall lose the benefit of payment terms, and late payment interest shall accrue according to applicable law. The Supplier reserves the right to suspend or terminate services for non-payment.

6.5. The Customer waives the right to raise payment objections without having fulfilled their payment obligations.

7. CONFIDENTIALITY

7.1. Both Parties are strictly prohibited from disclosing confidential information learned during service delivery, except as required for service provision, with written authorization, or as required by law.

7.2. Confidentiality obligations remain in force for 3 years after contract termination, except for information that becomes publicly available without Party involvement.

8. INTELLECTUAL PROPERTY

8.1. All intellectual property rights concerning RESTHeart, the managed service infrastructure, and related developments remain the exclusive property of the Supplier.

8.2. The Customer receives usage rights to the managed service as specified in the Order or applicable Service Level Agreement.

8.3. Applications and customizations developed by the Supplier as part of the managed service remain the intellectual property of the Supplier, with usage rights granted to the Customer as specified in the contractual arrangements.

9. SUPPLIER'S LIABILITY

9.1. The Supplier assumes obligations as specified in the Contract and applicable Service Level Agreement, providing managed services with professional expertise and care according to agreed service levels.

9.2. Service level commitments, availability guarantees, and support response times are as specified in the Order or applicable Service Level Agreement.

9.3. The Supplier's liability is limited as specified in the applicable Service Level Agreement and applicable law, typically not exceeding the fees paid in the 6 months preceding any incident.

10. DURATION AND TERMINATION

10.1. Contract duration, renewal terms, and termination procedures are specified in the Order or applicable Service Level Agreement. Managed services typically involve longer-term agreements with specific renewal terms.

10.2. Either party may terminate with appropriate notice as specified in the contractual arrangements, subject to any agreed minimum terms.

10.3. Upon termination, data export and service transition procedures are handled according to the terms specified in the Service Level Agreement.

11. DATA PROTECTION AND PRIVACY

11.1. This Contract and the execution of the managed service will involve the collection and processing of personal data in compliance with the EU General Data Protection Regulation (GDPR) 2016/679 and Italian Legislative Decree 196/2003 as amended.

11.2. The Customer is the exclusive data controller under Regulation (EU) 2016/679 (GDPR) with respect to the personal data of third parties processed by their RESTHeart Application. The Supplier acts as a data processor with respect to such data.

11.3. The Supplier implements appropriate technical and organizational measures to ensure the security of personal data in accordance with Article 32 of the GDPR, with specific security measures varying by service configuration.

11.4. Data processing activities, data retention periods, and cross-border data transfers are conducted in compliance with GDPR requirements and Italian data protection law.

12. APPLICABLE LAW AND JURISDICTION

12.1. This Contract is governed by Italian law and applicable European Union regulations, including GDPR and other applicable data protection laws.

12.2. Any disputes shall be subject to the jurisdiction of the Court of Pescara, in accordance with Italian civil procedure law.

12.3. These General Conditions comply with applicable Italian and EU legislation.

13. FINAL PROVISIONS

13.1. This Contract replaces any previous agreements, whether oral or written, between the Parties regarding the execution of this Contract.

13.2. If one or more provisions of this Contract are held to be invalid or unenforceable by law or by a decision that binds the Parties, this shall not affect the validity and binding nature of the other provisions of this Contract.

13.3. The following General Conditions may be unilaterally modified and/or supplemented by the Supplier, with reasonable notice provided to Customers.

13.4. The failure to exercise one or more of the rights provided for in the Contract shall not be deemed as a waiver of such rights.

13.5. Without prior written authorization from the Supplier, the Customer is prohibited from assigning, in whole or in part, the Contract.

Enterprise-Grade Service

RESTHeart Managed Services are designed for enterprise customers requiring:

  • Custom SLAs and service level commitments
  • Wire transfer payments and commercial negotiations
  • Full operational management by SoftInstigate
  • Dedicated infrastructure and resources
  • Enterprise support with guaranteed response times

Need More Information?

Managed Services require direct consultation to determine the right configuration for your needs. Contact us to discuss:

  • Service configuration and requirements
  • Custom SLA development
  • Pricing and commercial terms
  • Implementation timeline

Contact Information:

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