Terms and conditions

The following terms and conditions, hereinafter also referred to as the “Contract“, are entered into between F.TECHNOLOGY s.r.l. with Registered Office in Cesena (FC) , via delle Fragole no.
225, cap 47522, Italy, C.F./P.IVA 03840520401 hereinafter referred to as “Supplier” and the person who requested a service hereinafter referred to as“Customer“, jointly referred to as the “Parties“.

The following is agreed and stipulated:

1. Cause

1.1. It is the cause of the following contract all that is deserving of interest and protection in the relationship between the parties and not only in the mere concrete content of the subject matter.

2. Item

2.1. The Service consists of any professional technical services of software development, computer consulting, digital media creation, hosting, routine and extraordinary maintenance, (hereinafter, the “Service“).

2.2. Services are provided Monday through Friday from 8:30 a.m. to 5:30 p.m. during weekdays.

2.3. Validity

2.3.1. These terms and conditions cancel and supersede any previous agreement between the parties.

3. Manleva

3.1. The Supplier undertakes to perform the Service in a workmanlike manner, with the required professionalism, diligence and expertise as well as to guarantee the best technical-quality standards, in compliance with the following clauses.

3.2. The supplier undertakes to complete the work agreed upon with the Client assuming only obligation of means and not of result.

3.3. The Software developed and Services provided by the provider are provided “as is,” without warranties of any kind, express or implied.

3.4. As much as the supplier will try to strictly adhere to the delivery of the Software and the provision of the Services within the budgeted timeframe, such timeframes should always be understood as non-binding.

4. Responsibility

4.1. In no event shall Provider be liable for any direct, indirect, incidental, special, typical, or consequential damages (including, but not limited to, loss of data, use, or profit; or business interruption) howsoever caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way from the Services provided or the use of the Software, even if advised of the possibility of such damages.

4.2. The Customer waives any claims for compensation against the supplier

4.3. The supplier may not be subject to penalties of any kind, explicit or implicit.

4.4. The Customer assumes all civil and criminal liability arising from the use of the Software developed and for the services requested from the supplier.
The Customer therefore represents that it has all the necessary authorizations and permissions to have the supplier perform the work requested.

4.5. The Customer is solely responsible for the content (text, images, videos, audio tracks, etc.) in the software developed and services provided by the provider.

4.6. The Customer assumes all civil and criminal liability for any false or incorrect information and data reported to the supplier.

4.7. The Customer undertakes to use the Service in compliance with the provisions of the law and the Contract.
In addition, the Customer undertakes to indemnify the Provider against any claims made by third parties as a result of unlawful use of the Service or otherwise not in accordance with the provisions of the Contract.

4.8. In addition, the Customer releases the Supplier from any liability arising from loss of data, infringement of the rights of third parties, delays, malfunctions, interruptions, in whole or in part, that may occur during the performance of the Contract, where caused by:
(a) equipment owned or available to the Customer and the network connections used by the Customer;
b) situations beyond the Supplier’s control and possibility of intervention, including cyber attacks;
c) from the Customer’s failure to comply with legal obligations, such as, by way of example, those relating to safety, fire prevention and accident prevention;
d) use of hardware and/or software other than that agreed with the Supplier.

4.9. It is understood, and of this the Client acknowledges and accepts, that the Service provided does not provide for backups and/or the preservation or saving of copies of the data and/or material entered by the Client in the Internet network and/or web space eventually made available to him/her.
For this reason, the Customer shall periodically, at its own care and expense, back up and/or copy the aforementioned data on appropriate and suitable support to be stored separately, of the data entered and processed through the Service.

4.10. The Customer acknowledges and accepts that the Services covered by this contract are characterized by constantly evolving technology, for these reasons the Supplier reserves the right to change the technical characteristics of the Service and to vary the conditions of the offer at any time and without prior notice, when this is made necessary by technological evolution and supply and/or organizational needs.

4.11.

5. Conclusion

5.1. The contract is considered concluded from the moment the customer requests a service from the provider using any means and methods: telephone, e-mail, point and click, ticket management software, other.

6. Fee and payment terms

6.1. The Customer agrees to pay to the Supplier the amounts, outstanding at the time of service activation, set forth in Exhibit A and/or in the appropriate reserved area and/or on the website and/or in the specific offer.

6.2. Payment will be made upon presentation of appropriate tax documentation from the Supplier.

6.3. The Supplier has the right to suspend, without notice, the Service if the Customer is in a state of arrears resulting from non-payment of the above fees.
In this case, resumption of the Service is subject to full payment of the outstanding fees, plus interest due.

6.4. By accepting these Terms and Conditions, the Customer expressly agrees that the invoice may be transmitted and/or made available to him/her in electronic format.

6.5. Any credits that may exist in favor of the Customer, for any reason whatsoever, and not charged to any Service, for any reason whatsoever, shall be used by the latter for the purchase or renewal of Services provided by the supplier within and no later than the period of 12 (twelve) months from the date of payment.
After the aforementioned period of time has elapsed unnecessarily, without the Customer having used the aforementioned credit, it shall be deemed to have been definitively acquired and collected by the Supplier and the Customer shall not be entitled to claim its return or use.

6.6. The Customer shall be responsible for all expenses (including attorney’s fees) reasonably incurred by the supplier in collecting outstanding amounts.

7. Expense reimbursement

7.1. Expenses related to hotels, travel, restaurants, purchase of materials, software licenses or specific hosting services incurred by the Supplier in the performance of the Service will be reimbursed by the Customer, upon presentation of supporting documents.

8. Intellectual Property Rights

8.1. The supplier shall be the exclusive owner of any intellectual property rights or industrial property rights relating to, underlying and/or otherwise in any way connected with the service provided.

8.2. The above rights, as well as any other right of use and economic exploitationco relating to the activity rendered under this Contract, shall therefore be automatically acquired outright and exclusively by the Supplier, without the Customer having any claim against the Supplier.

9. Confidentiality obligations

9.1. Without prejudice to legal obligations or different agreements, the Supplier undertakes to keep strictly private and confidential, not to disclose to third parties and not to use, except to the extent strictly necessary for the performance of the Contract, any data or information of which it has become aware on the occasion of or in connection with the negotiation, signing or performance of this Contract, in any form and in any medium.

9.2. The confidentiality obligations in this clause will be effective for the duration of the Contract.

9.3. Pursuant to Art.
1381 of the Civil Code, the Supplier will ensure compliance with the aforementioned confidentiality obligations by all parties who become aware of the confidential information in the performance of the Contract.

10. Advertisement

10.1. By signing this writing, the Client hereby authorizes the Supplier to give notice of and publish in the Supplierʼs brochures, website, social media, etc., the creations that it will have made for the Client in execution of this contract, as well as the companyʼs own brand in the client portfolio.

11. Interest on arrears

11.1. In the event of late payment with respect to the indicated terms, the Customer shall pay to the Supplier, without the need for intimation or formal notice of default, interest on the overdue amounts calculated at the European Central Bank (ECB) reference rate, disclosed every six months by the Ministry of Economy and Finance increased by 8 percentage points as per the decree “combating late commercial payments” – DLgs.
9.10.2002 n.
231 and subsequent supplements.

12. Miscellany

12.1. Communications between the Parties shall be in writing, by hand delivery (countersigned for receipt), sending by registered A/R, courier or by PEC or REM, to the addresses indicated in the epigraph.

12.2. Any changes to the domicile or addresses indicated above shall be immediately notified to the Parties in the manner set forth in this Article.
So long as the Parties have not proceeded to notify such changes in the manner set forth above, communications executed by these rules and to the addresses and persons set forth above shall be deemed valid and recective.

12.3. The Parties explicitly agree that any amendment to this Contract shall take place only by written instrument.

13. Exclusive hole

13.1. Any dispute relating and/or connected with this Contract, including those concerning its validity, interpretation, execution or termination, shall be referred to the exclusive jurisdiction of the Forum of the Supplier, with the express exclusion of any other possibly concurrent judicial authority.

14. Warranty

14.1. The software and activities performed under this Service Agreement are not subject to warranty, i.e., all activities required to modify, correct or fix software bugs that the Customer encounters in the course of using it are nonetheless technical services and as such fall within the scope of this Agreement.

14.2. It remains the Customer’s option to enter into a software maintenance agreement with the Supplier to endow the software produced with warranty coverage

14.3. Any complaints regarding the provision of the Service ordered by the Customer, must be submitted to the supplier, through the means provided in Article XYZ?
not later than 48 (forty-eight) hours from the time when the inefficiency occurs.
The fee and what is provided in Article 7 shall be due in any case.