General Terms and Conditions
1. Acceptance, validity and right to modify the general conditions1.1. Any contract between Agile Class Srl (hereinafter referred to as "Contractor") for the Assignment as more fully specified in the attached order proposal (hereinafter referred to as "Assignment") to its clients (hereinafter referred to as "Client"), shall be governed by these General Conditions of Contract which supersede all previous contractual relationships, usage or custom.1.2. These General Terms and Conditions of Contract, signed for acceptance, shall be considered valid and effective, unless they are amended, for all possible and subsequent relationships between the Contractor and the Client(hereinafter also referred to as the "Parties") having the same object, without the need for a new signature of the same.1.3. These General Terms and Conditions shall govern all relations between the Parties unless expressly waived by special conditions agreed upon in writing. 1.4. These General Conditions, as well as any special conditions, shall be deemed accepted by the Customer even if they differ from the Client's General or Special Conditions of Purchase. The latter will bind the Contractor only if accepted in writing with attached Chamber of Commerce certificate and/or equivalent document attesting the power to contractually bind the Client. 1.5. The contract cannot be sold to third parties. 1.6. The Contractor reserves the right not to execute and/or terminate the contract if the asset information regarding the Client is not satisfactory or proves to be unsatisfactory after acceptance by the Client, unless suitable guarantees are provided by the Client.
2. Prices 2.1. Unless otherwise specified in the contract, the Contractor's bids and price lists shall be as stated in the estimate. 2.2. Ancillary services, upon request, will be taken care of within 36 hours of the request. 2.3. Ancillary services that should be requested outside normal working hours on weekdays (Mon-Fri 08:30-18:00), will be increased by 50%. 2.4. Ancillary services that should be on holidays and pre-holidays, will be increased by 100% plus statutory accessories.
3. Ordini e conclusione del contratto 3.1. Il preventivo inviato dall’Appaltatore, firmato dal Cliente e senza modifica alcuna, costituisce ordine da parte del Cliente. 3.2. Gli ordini inviati dal Cliente all’Appaltatore hanno valore di proposta irrevocabile da parte del CLIENTE per sessanta giorni solari che decorreranno dal momento della ricezione da parte dell’Appaltatore. 3.3. L’Accettazione da parte del Cliente dovrà pervenire al seguente indirizzo:
Agile Class S.r.l.
Largo Marco Gerra, 3
42124 Reggio Emilia (RE)
info@pec.agileclass.it
4. Payment Conditions 4.1. Payment of the price indicated in the order confirmation, which shall be made, as agreed, by bank transfer, shall be paid by the Client no later than ten days from the date of receipt of the order confirmation or by the due date for payment indicated in the order confirmation, if payment is in arrears. The Cliente shall fulfill its obligations by bank transfer to the following bank details:
Agile Class srl – Largo Marco Gerra 3, 42124 Reggio Emilia (RE)
P.iva 03812540361 – PEC info@pec.agileclass.it
IBAN IT11Z0326822300052503144490
4.2. The Client undertakes upon simple verbal or written request of the Contractor to provide details of the payment made, in the form of a payment account with cro number or other equivalent document. 4.3. Advance payments made by the Client shall be considered as an advance payment and shall not constitute a deposit. 4.4. If payment is not received within the terms and in the manner specified in these General Terms and Conditions, the Contractor may, at its own discretion, suspend or cancel the order, terminating the contract. 4.5. For no reason may the Client exempt itself from paying invoices or individual installments on the agreed due dates being expressly referred to the "solve and repete" clause (art. 1462 C.C.)
4.6. Any complaints regarding invoices issued by the Contractor must be brought to the Contractor's attention by registered letter mailed within 10 days of receipt of the invoice. Failing this, invoices shall be deemed accepted without reservation.4.7. No claim may, under any circumstances, justify delay or nonpayment.4.8. In the event of non-performance or termination of the contract due to the client's fault,lump sum damages equal to 30%of the price agreed upon for the assignment shall be due to the Contractor, subject to greater damages.
5. Confidentiality and data protection. 5.1. The Parties undertake to observe secrecy on facts and data that are not known or accessible to the public. This obligation must also be imposed on third party appointees. In case of doubt, facts and data must be treated confidentially. This obligation to maintain secrecy already exists before the conclusion of the contract and continues to exist after the conclusion of the contractual relationship, respectively after the performance of the agreed service. The legal obligation to inform remains reserved. 5.2. The Contractor may disclose, to potential third-party assignees, the subject matter and essential ontents of the bid request. 5.3. Existing provisions on data protection must be observed. Additional provisions for data protection and security must be agreed upon.
6. Accurate execution 6.1. The Contractor shall be liable for the compliant and accurate execution of its services, limited to diligence in the performance of its duties. 7. Liability for Damages 7.1. The Contractor shall be liable within the scope of the contractual relationship for damages caused directly by it or by a third party commissioned by it, unless it proves that no fault is attributable to it or to the third party commissioned by it, in an amount not exceeding 10% of the value of the contract. 7.2. The Contractor shall not be liable in any way for damages resulting from the Client's use of hardware and/or software tools provided by the Contractor.
7.3. The Contractor's liability to the Client for lost profit is expressly excluded. Processing of personal data 8.1. The Client authorizes the Contractor to use any personal data of its own or entrusted by third parties in order to carry out all existing contractual or legal obligations, as provided for in EU Regulation2016/679. For this purpose, where it is not expressly stated otherwise (by way of example in relation to contracts for appointments as corporate DPO, in which case they will take priority over this clause) the client will appoint the Contractor as the External Data Processor for the relevant processing, who is then considered to be entrusted with this task already at the same time as signing this contract without the need for any further formalities.
8.2. The Contractor hereby notifies that it will contact the persons indicated by the Client and forming part of its structure in any capacity in a variety of ways (including the possible sending of newsletters), and process their personal data not only for the purposes of contractual fulfillment or legal obligations, but also for the purposes of Customer Care, sending business proposals and information on further and different products and/or services in the Contractor's price list. These treatments are marked by the ultimate purpose of providing the Client with the best possible user experience regarding the Contractor's commercial offer and/or to allow the best possible technical service to clients. Such processing will be carried out for the duration of legal, contractual obligations or for the duration of the agreed service delivery. The Client guarantees that it has indicated to the Contractor names of persons who are part of its structure in any capacity and who have expressly agreed to such processing, thus already giving knowledge of such permission by signing this contract.
Each of the persons indicated may at any time revoke the permission relating to the processing of Customer Care, sending business proposals and information on additional and different products and/or services in the Contractor's price list by simple communication via email to info@agileclass.it or via PEC to info@pec.agileclass.it, while the request to revoke the permission relating to the processing resulting from contractual or legal obligations must eventually also be informed to the Client, so that different persons can be indicated to allow the continuation of the existing relationship. In the event that the Client's last appointee revokes the permit relating to treatments arising from contractual or legal obligations and within 15 calendar days the Client has not appointed a new appointee, the contract will be considered either null and void or cancelled at the Contractor's choice due to the Client's specific fault.
8.3. Where it is necessary in order to fulfill contractual or legal obligations on the part of the Contractor to contact third persons indicated by the Client, not part of the Client's company, and to process their personal data, Agile Class Srl notifies that such processing will take place for the duration of the legal, contractual or related obligations for the purpose of providing the agreed service, in accordance with the methods present in the privacy notices of Agile Class Srl. The Client makes sure that it has indicated to the Contractor names of contact persons and/or in any capacity connected who have accepted such treatments and have been informed of the ways and methods suitable to receive the privacy notices of Agile Class srl, thus already giving knowledge that it is authorized for any reason (whether purely by way of example by legal obligation, by an existing contractual obligation between the client and the third party, by overriding legitimate interest, by specific authorization or whatever) to communicate to Agile Class Srl the data of such person and allow it to carry out the relevant treatment.
8.4. Any notice or public document required by the EU2016/679 Regulation may be viewed, among other ways, at least: 8.4.1. by requesting a copy at the certified email address info@pec.agileclass.it 8.4.2. or at the email address info@agileclass.it 9. Scope - Jurisdiction 9.1. Any dispute relating to these General Terms and Conditions and/or the contracts governed by them shall be referred to the exclusive jurisdiction of the Court of Reggio Emilia. 9.2. This contract, and so everything not expressly provided for in these General Conditions, shall be governed by Italian law. 10. The following clauses are expressly approved ex art. 1341 c.c. and 1342 c.c.: 1.1(form of the agreements in derogation), 1.2 (written acceptance of the general conditions),1.4 (priority value of the conditions), 1. 6 (unilateral termination), 2.1 (price increase), 2.2-2.4-2.5 (schedules, costs, and tariff), 4.4 (suspension of service), 4.5 (solve et repete), 4.7 (claim terms), 4.8 (penalty), 7 (disclaimer), 9 (place of jurisdiction)