Last update: 12/03/24

1 – Introduction

These general conditions (hereinafter referred to as the “General Conditions”) govern the terms and conditions of the supply by the Supplier to the Customer, each as identified in the Offer Documents of the services offered to the Customer (the “Services”). The Services described on the site at the address or through a personalized estimate represent the offer document submitted by the Supplier to the Customer and accepted by the Customer concerning the terms and conditions of the supply of the same (the “Offer Document”).

2 – Contract documents and effectiveness

The overall contractual framework for the provision of the Services is contained in the Offer Document, of which these General Conditions form an integral and substantial part.
The Offer Document and the General Conditions are hereinafter jointly referred to as the “Agreement”.
Unless otherwise specified in the Offer Document, in the event of a discrepancy between the provisions of the General Conditions and those contained in the Offer Document, the provisions contained in the General Conditions prevail.

3- Statements by the Client

By signing these General Conditions, the Customer declares to:
– have all the rights and powers necessary to conclude and fully and effectively execute the Contract;
– use the Services in the context of one’s own entrepreneurial, artisanal, commercial or professional activity, and that, therefore, the provisions of Legislative Decree 206/2005 to protect consumers.

4 – Object

4.1 – The Supplier undertakes to provide the Services to the Customer, who accepts, under the terms and conditions set out in the Contract and against payment by the Customer of the fees indicated in the Offer Document.
4.2 – Any additional or different activity to those expressly identified in the Offer Document (including any requests for changes, even partial, made by the Customer in relation to the provision of one or more Services) must be the subject of an autonomous and separate order , to be understood as binding for the Supplier only after express acceptance in writing by the latter. The provision of these activities will be subject to these General Conditions.

5 – Effectiveness and Time Estimation

The Supplier declines all responsibility for failed or late execution of the mandate due to carelessness or inertia on the part of the Customer; once this circumstance has occurred, the Customer is not exempt from paying the agreed fee. It is understood that, without prejudice to any different agreements between the Supplier and the Customer, the timescales indicated in the Offer Document or in any documentation produced by the Supplier, as well as any additional timescales for the provision of the Services, including any timescales indicated by the Customer are indicative, they do not constitute essential terms and constitute the result of an estimate based on the data communicated and/or available to the Supplier on the date on which the estimate was formulated. The Customer acknowledges that the Services have a high level of complexity and that the provision of the same may suffer slowdowns or delays with respect to the Estimated Times depending on numerous factors such as, by way of example:
• variation, upon request of the Client, of the foreseen activities;
• unforeseeable events at the date of the estimate;
• factors or data not known by the Supplier at the time estimate date.

6 – Obligations of the Customer – Responsibility of the Parties

6.1 – The Customer undertakes to promptly provide the Supplier with any information, data or knowledge that is necessary, useful or even just appropriate for the correct provision of the Services. Without prejudice to the mandatory limits of the law, the Supplier cannot under any circumstances be held responsible for any damage (direct or indirect), cost, loss and/or expense that the Customer and/or third parties may suffer as a result of failure to comply with the this obligation on the part of the Customer.

6.2 – The Customer undertakes to do everything necessary to allow the Supplier to correctly execute the obligations deriving from the Contract. Unless otherwise specified in writing in the Offer Document, the provision of all the material necessary for the correct provision of the Services by the Supplier (the “Materials”) will be the sole responsibility of the Customer. The Customer, therefore, undertakes to independently acquire the Materials – complete and truthful and, in this sense, will in any case be considered – necessary in order to allow the Supplier to correctly provide the Services. The Customer will also be required to verify the suitability of the Materials for the purposes of the correct provision of the Services and hereby renounces any claim against the Supplier for breaches and/or delays in the provision of the Services which are a direct or indirect consequence of the lack and/or the unsuitability of the Materials.

6.3 – The Customer will remain solely responsible for adequate protection of its system and all data and information contained therein, even in the event of remote access by the Supplier.

6.4 – In any case without prejudice to the mandatory limits of the law, in no event can the Supplier be held responsible for any damage (direct or indirect), cost, loss and/or expense that the Customer and/or third parties may suffer as a result of losses of data, documents and/or information contained in the Customer’s computer systems deriving from the provision of the Services.

6.5 – Without prejudice to the mandatory limits of the law, the Supplier cannot under any circumstances be held responsible for any damage (direct or indirect), cost, loss and/or expense that the Customer and/or third parties may suffer as a result of cyber attacks , hacking activities and, in general, abusive and unauthorized access by third parties to the IT systems of the Customer and/or the Supplier from which the following consequences may derive, without claiming to be exhaustive: (i) failure to use the Services; (ii) loss of data, documents and/or information belonging to or otherwise available to the Customer; and (iii) damage to the hardware and/or software and/or cloud systems and/or to the Client’s connectivity.

6.6 – The Supplier makes no express or implied representations or warranties as to whether the Services are suitable to meet the specific needs of the Customer or to achieve the concrete utility pursued by the Customer.

6.7 – Except in the case of willful misconduct or gross negligence, the Supplier’s liability can never exceed the amount of fees paid by the Customer pursuant to the Contract in relation to the specific Service which gave rise to the Supplier’s liability. The Supplier cannot be held liable for any damages resulting from loss of profit, loss of earnings, indirect or punitive damages, loss or damage to data, factory stoppages, loss of commercial opportunities or other benefits, payment of fines, delays or other liabilities of the Customer and/or its affiliates or subsidiaries to third parties.

6.8 – The Supplier undertakes to lend his work to achieve the desired result but assumes no obligation regarding its achievement.

7 – Withdrawal and Resolution

7.1 – Only the Supplier may withdraw from the Contract prematurely in the following cases:
– by simple written communication with immediate effect, if the Customer becomes insolvent, is placed in liquidation, is subjected to any insolvency procedure other than bankruptcy;
– without prejudice to the Supplier’s right to compensation for all damages suffered, by simple written communication with immediate effect if the Customer has received from the Supplier a warning to fulfill pursuant to any existing contract between the Customer and the Supplier and has remained in default for more than 30 days from the receipt of said formal notice.

7.2 – Without prejudice to the mandatory limits of the law, the Customer expressly waives the right to avail himself of any hypothesis of withdrawal that may be provided for by the regulations applicable from time to time to the Contract.

8 – Confidentiality

The Parties acknowledge and mutually acknowledge that all the information they will become aware of in the execution of the Contract (the “Confidential Information”) is confidential and confidential and, therefore, undertake not to use or disclose it to third parties, in any manner and by any means, for purposes other than those referred to in the Contract, except as required by law and/or on the basis of a legitimate order by the judicial or administrative authority and/or to protect one’s own right also against of third parties, without prejudice in any case to the obligation of prior communication to the other Party, in order to allow the latter to request the necessary measures to protect the secrecy of the information. The above confidentiality obligation does not apply to information that is in the public domain.

9 – Health and Safety by Activity c/o the Client

9.1 – The Parties undertake to cooperate and coordinate in order to fulfill the obligations set forth in art. 26 of Legislative Decree n. 81/2008, as amended and supplemented from time to time. In this regard, the Supplier is required to inform the Customer about its own risks relating to the activities covered by the Services as well as to commit to constant and continuous collaboration and cooperation for the identification of risks and the adoption of preventive and protective measures in the workplace of the Customer.

9.2 – Furthermore, the Customer declares and guarantees to comply with the mandatory provisions of the law referred to in the aforementioned Legislative Decree n. 81/2008; he is also required – before starting the activities covered by this Contract – to inform the Supplier of any safety provisions and general prevention and protection measures, as well as to guarantee the ability to respond to fire and health emergencies.

10-Final Provisions

10.1 – The Customer has no right to transfer or assign his rights and/or obligations deriving from the Contract without the prior written consent of the Supplier.

10.2 – In the event that any of the clauses of these General Conditions is or becomes invalid or ineffective, such invalidity or ineffectiveness does not affect the validity or effectiveness of the other clauses of the General Conditions, which therefore will remain in force between the Parties. The Parties agree to replace the invalid or ineffective clauses with valid and effective clauses, which are as close as possible to the will of the Parties.

10.3 – Unless otherwise specified, in these General Conditions and in the Offer Document, all terms expressed in days must be understood as calendar days.