General Terms and Conditions of Contract

1.1 The Contract between the Parties consists of the Offer signed by the Client and these General Terms and Conditions, which form an integral and substantial part thereof.

1.2 In the event of a conflict between the provisions contained in the Offer and these General Terms and Conditions, the provisions of the Offer shall prevail, limited to the matters specifically governed.

1.3 These General Terms and Conditions apply to all Contracts entered into by the Supplier, save for any express written derogation contained in the Offer.

2.1 Upon signing the Contract, the Client designates one or more Delegated Persons and communicates the relevant Authorized Addresses.

2.2 Any communication, request, approval or instruction originating from a Delegated Person through the Authorized Address shall be deemed validly made in the name and on behalf of the Client.

2.3 The Supplier is not obliged to verify the representative powers of the Delegated Person beyond what is declared by the Client in the Contract.

2.4 Changes to the Delegated Persons or the Authorized Addresses must be communicated in writing to the Supplier and take effect from the second Business Day following receipt of the communication.

3.1 The Client undertakes to promptly provide the Supplier with all the information, data, content and materials necessary for the performance of the Services, ensuring their completeness, correctness and lawfulness.

3.2 The Client is responsible for obtaining all the authorizations, licenses and consents necessary in relation to the Client Material provided to the Supplier.

3.3 Any delays or breaches by the Client in providing the requested information or materials may result in the postponement of the agreed delivery deadlines, without this constituting a breach by the Supplier.

3.4 The Client undertakes to promptly designate the Delegated Persons and to ensure their availability for the consultation, verification and approval activities provided for in the Contract.

4.1 The fees for the Services are those indicated in the Offer and are net of VAT and any other applicable tax charge.

4.2 Unless otherwise indicated in the Offer, payments must be made within thirty (30) days of the date of issue of the relevant invoice, by bank transfer to the bank details indicated on the invoice.

4.3 In the event of late payment, the Supplier is entitled to default interest in the amount provided for by Legislative Decree no. 231/2002 (D.Lgs. 231/2002) and subsequent amendments, accruing from the day following the expiry of the payment deadline.

4.4 The late payment of an invoice for a period exceeding fifteen (15) days from its due date entitles the Supplier to suspend the performance of the Services, upon written notice to the Client, without this constituting a breach of contract.

4.5 In the event of a partial dispute of an invoice, the Client is in any case required to pay the undisputed portion within the prescribed terms.

5.1 Each Party undertakes to keep confidential all information of a confidential nature received from the other Party in relation to the Contract, not to disclose it to third parties without the prior written consent of the other Party, and to use it exclusively for the purpose of performing the Contract.

5.2 The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of this article; (b) was already known to the receiving Party prior to disclosure; (c) was lawfully received from third parties without any confidentiality obligation; (d) must be disclosed by law or by order of a competent authority.

5.3 The confidentiality obligations provided for in this article survive the termination of the Contract for a period of three (3) years.

6.1 Unless otherwise agreed in writing, all Intellectual Property rights in the Deliverables developed by the Supplier in the performance of the Contract are assigned to the Client upon full payment of the relevant fee.

6.2 The following remain the exclusive property of the Supplier: (a) all tools, libraries, frameworks, methodologies and know-how that pre-exist or are developed independently of the Contract; (b) any reusable components of a general nature developed in the course of performing the Services.

6.3 The Supplier grants the Client a non-exclusive, perpetual, irrevocable and royalty-free license to use the components referred to in paragraph 6.2, limited to what is necessary for the full enjoyment of the Deliverables.

6.4 The Client Material remains the exclusive property of the Client. The Supplier acquires only the right to use it for the purpose of performing the Services.

7.1 The Supplier's total liability for any damage arising out of or in connection with the Contract may in no case exceed the total amount of the fees actually received by the Supplier in the twelve (12) months preceding the harmful event.

7.2 In no event shall the Supplier be liable for indirect, incidental, consequential or punitive damages, or for loss of profits, loss of data, loss of business opportunities or business interruption, even if it has been advised of the possibility of such damages.

7.3 The limitations of liability set out in this article do not apply in the event of willful misconduct or gross negligence by the Supplier.

8.1 Neither Party shall be liable for delays or breaches caused by Force Majeure events, provided that the affected Party promptly gives written notice to the other Party, indicating the nature of the event and its foreseeable duration.

8.2 The obligations of the Party affected by the Force Majeure event are suspended for the entire duration of the event, and any affected contractual terms are extended by a period equal to the duration of the impediment.

8.3 Should the Force Majeure event continue for a period exceeding ninety (90) consecutive days, each Party shall have the right to withdraw from the Contract by written notice, without this giving rise to any entitlement to compensation.

9.1 All communications relating to the Contract must be made in writing and sent to the Authorized Addresses indicated by the Parties.

9.2 Communications are deemed validly made upon receipt by the addressee, save for proof to the contrary.

9.3 For communications of an urgent nature, the use of instant messaging tools is permitted, provided that the content is subsequently confirmed by email within the following Business Day.

10.1 The Parties undertake to process the personal data acquired in relation to the Contract in full compliance with Regulation (EU) 2016/679 (GDPR) and the applicable national legislation.

10.2 Should the performance of the Services involve the processing of personal data of the Client or of third parties on behalf of the Client, the Parties shall enter into a specific Data Processing Agreement, which shall form an integral part of the Contract.

10.3 The Supplier adopts technical and organizational measures adequate to ensure the security of the personal data processed in the context of the Contract, in compliance with art. 32 of the GDPR.

11.1 The Define phase includes the activities of requirements analysis, architecture design, definition of functional and technical specifications, and any other preparatory activity propaedeutic to the development phase.

11.2 The Deliverables of the Define phase are specified in the Offer and may include, by way of example: requirements analysis documents, wireframes, mockups, interactive prototypes, technical specifications and project plans.

12.1 Upon completion of each Deliverable of the Define phase, the Supplier submits the Deliverable to the Client for approval.

12.2 The Client has a period of ten (10) Business Days from the date of delivery to examine the Deliverable and communicate in writing any observations or requests for modification.

12.3 Once the term referred to in paragraph 12.2 has elapsed without the Client having communicated any observations, the Deliverable is deemed tacitly approved.

12.4 In the event of observations by the Client, the Supplier makes the reasonably necessary modifications and resubmits the Deliverable for approval, following the same procedure.

12.5 Requests for modification that exceed the scope originally defined in the Offer shall be subject to separate assessment by the Supplier, which may formulate a supplementary proposal indicating the relevant additional costs and timelines.

13.1 Any variation of the scope of the Services with respect to what is defined in the Offer must be agreed in writing between the Parties.

13.2 The Supplier shall assess the impact of each variation request and shall communicate to the Client, within a reasonable time, any effects on the costs, timelines and characteristics of the Deliverables.

13.3 The scope variation is effective only following the signing of a specific addendum to the Contract or the written acceptance of the supplementary proposal by the Client.

14.1 The Supplier performs the development Services with professional diligence, in compliance with the specifications approved in the Define phase and with the timelines agreed in the Offer.

14.2 The Supplier independently organizes the methods of performing the Services, including the choice of tools, technologies and resources employed, in compliance with the agreed quality standards.

14.3 The Supplier reserves the right to make use of external collaborators or subcontractors for the performance of specific activities, in any case retaining full responsibility towards the Client for the quality and conformity of the Services.

15.1 Deliveries are made according to the Milestone schedule defined in the Offer.

15.2 Upon reaching each Milestone, the Supplier delivers to the Client the envisaged Deliverables and gives written notice thereof.

15.3 The Client has a period of ten (10) Business Days from the date of delivery to verify the conformity of the Deliverables with the approved specifications and to communicate in writing any non-conformities.

15.4 Once the term referred to in paragraph 15.3 has elapsed without communication from the Client, the Deliverables are deemed tacitly accepted.

15.5 In the event of non-conformities, the Supplier shall make the correction within a reasonable time and resubmit the Deliverables for verification.

16.1 Unless otherwise agreed, the Supplier sets up development and test environments for the performance of the Services and the verification of the Deliverables.

16.2 Release to production takes place at the Client's request, following the Acceptance of the Deliverables, according to the methods agreed in the Offer.

16.3 The Supplier is not responsible for malfunctions arising from production environments that do not comply with the communicated technical requirements or from interventions by unauthorized third parties.

17.1 The Supplier warrants the conformity of the Deliverables with the approved specifications for a period of sixty (60) days from the date of Acceptance (the “Warranty Period”).

17.2 During the Warranty Period, the Supplier undertakes to correct, at no additional cost to the Client, any defects in the conformity of the Deliverables with respect to the approved specifications.

17.3 The warranty does not cover: (a) defects arising from modifications made by the Client or by third parties without the Supplier's authorization; (b) use of the Deliverables in a manner not compliant with the specifications or the documentation provided; (c) problems arising from causes external to the Deliverable, such as hardware failures, incompatibility with third-party software or user errors.

17.4 Once the Warranty Period has elapsed, any correction or maintenance activities shall be governed by the provisions of Chapter IV or by a separate agreement between the Parties.

18.1 The maintenance services include: (a) Corrective Maintenance: correction of defects and malfunctions of the software; (b) Adaptive Maintenance: updates necessary to ensure compatibility with the evolution of the technological environment (operating systems, browsers, third-party libraries); (c) Evolutionary Maintenance: development of new features or substantial modifications, to be agreed separately.

18.2 The service levels and the response and resolution times for Corrective and Adaptive Maintenance are defined in the SLAs annexed to the Offer.

18.3 Evolutionary Maintenance activities are subject to a separate estimate and are performed upon written agreement between the Parties.

19.1 The Supplier provides technical support according to the methods and channels indicated in the Offer.

19.2 Support requests must be submitted by the Client through the official channels indicated in the Offer and must contain a detailed description of the problem encountered.

19.3 The Supplier classifies support requests on the basis of their severity and manages them according to the priorities and response times defined in the SLAs.

20.1 The Supplier undertakes to guarantee the availability of the maintenance and support services during Business Days, within the hours indicated in the Offer.

20.2 Scheduled maintenance interventions that may involve service interruptions shall be communicated to the Client with at least five (5) Business Days' notice, except in cases of urgency.

20.3 The Supplier is not responsible for service interruptions due to causes not attributable to it, such as third-party infrastructure failures, cyberattacks or Force Majeure events.

21.1 The duration of the Contract is the one indicated in the Offer.

21.2 Each Party may withdraw from the Contract with at least thirty (30) days' written notice, without prejudice to the payment of the fees accrued for the Services already performed or in the course of performance.

21.3 The Supplier has the right to withdraw from the Contract with immediate effect in the event of: (a) late payment exceeding thirty (30) days; (b) serious breach of the confidentiality obligations; (c) use of the Services or the Deliverables for unlawful purposes.

21.4 In the event of early withdrawal by the Client for reasons other than a breach by the Supplier, the Client is required to pay the fees for the Services already performed and for those in the course of performance up to the effective date of the withdrawal.

22.1 Each Party may terminate the Contract pursuant to art. 1454 of the Italian Civil Code (art. 1454 c.c.) in the event of a serious breach by the other Party, upon formal notice to perform granting a term of not less than fifteen (15) days.

22.2 The following in any case constitute a serious breach: (a) the failure to pay fees for a total amount exceeding 30% of the value of the Contract; (b) the breach of the confidentiality obligations; (c) the unauthorized assignment of the Contract.

23.1 The Contract constitutes the entire agreement between the Parties in relation to its subject matter and supersedes any previous understanding, agreement or negotiation, oral or written, between the Parties in this regard.

23.2 Any modifications to the Contract are valid only if agreed in writing and signed by both Parties.

23.3 The nullity or ineffectiveness of one or more clauses of the Contract does not entail the nullity or ineffectiveness of the remaining clauses, which retain full validity and effectiveness.

23.4 The failure to exercise, or the delay in exercising, a right provided for in the Contract does not constitute a waiver thereof.

23.5 The Client may not assign the Contract or the rights deriving from it without the prior written consent of the Supplier. The Supplier may assign the Contract to controlled, controlling or commonly controlled companies.

24.1 The Contract is governed by Italian law.

24.2 For any dispute arising out of or in connection with the Contract, including those relating to its validity, interpretation, performance and termination, the Court of Brescia shall have exclusive jurisdiction.

24.3 The Parties undertake to attempt in good faith the amicable resolution of any dispute before resorting to the judicial authority. To this end, the interested Party shall send a written communication to the other Party describing the dispute and proposing a solution. Should the Parties fail to reach an agreement within thirty (30) days of receipt of the communication, each Party shall be free to bring the matter before the competent Court.