These general conditions are an integral and substantial part of the Offer drawn up by Register.it S.p.A. (“Register.it”) to the Client, as attached.
Register.it and the Client, hereinafter referred to collectively as the “Parties”
These general conditions apply to the supply of a number of services by Register.it to the Client, such as operations for transferring a web site, database, or email from a server or from a hosting platform to another platform, operations to transfer dynamic web sites from proprietary or free platforms to equivalent platforms on Register.it systems, operations to remove virus or malware, operations to configure e-commerce forms, operations to enter contents, updates to source codes or restyling of the Client's web site, configuration of the operating system on a dedicated or virtual server, configuration of firewalls, hardware and software, configuration of third party control panels (from those provided by Register.it), configuration of virtualisation environments and all other services that Register.it will add to their business supply and as specified on a case by case basis in detail in the Offer considered an integral part of this agreement (“Services”). The Client therefore acknowledges that the effective supply of the Services and details of activities with relative time schedules to be observed by Register.it are exclusively those specified in the Offer.
2) Acceptance of the supply.
The supply of Services by Register.it to the Client must be deemed accepted following receipt, according to the methods and terms specified in the Offer, of the Offer duly signed by the Client. Under no circumstances shall Register.it be obliged to fulfil any task specified in the Offer sent to the Client until Register.it has received, according to the agreed methods and terms, the Offer duly signed by the Client.
3) Management of Client requests for modifications.
In the event of requests by the Client for modifications to the activities specified in the Offer, which impact aspects such as effort, costs, times, quality and organisation of the services to be provided by Register.it, Register.it will issue a new and additional offer to the Client, which must in turn be accepted by the latter according to the specified methods and terms (“New Offer”). Register.it shall not be obliged to fulfil any task specified in the New Offer until it has received, according to the agreed methods and terms, the said new Offer duly signed by the Client.
4) Delivery of client materials.
The Client undertakes to send material to Register.it (by way of example and not limited to, images, texts, videos, documents, data to be transferred, databases, etc.) within the times and according to the methods specified in the Offer, or other terms subsequently agreed upon between the Parties (“Materials”). The Client acknowledges that the supply of Services is strictly linked to the delivery of materials by the Client to Register.it, when deemed essential for Register.it to complete the work assigned. Therefore Register.it may in no way be held liable if the Client fails to deliver the said materials according to the methods and times specified in the Offer or on other terms subsequently agreed upon between the Parties. It is agreed that Register.it may resolve the contract, subject to providing notice in accordance with art. 1454 of the Italian civil code, should the Client fail to provide Register.it with the materials according to the methods and times specified in the Offer. In any event, in the period in which the Client fails to deliver materials to Register.it, all contractual obligations of Register.it with regard to the Client shall be suspended.
Within 10 working days from the term of delivery stated in the Offer, Register.it and the Client shall proceed and jointly agree on testing. If several terms of delivery are stated in the Offer, separately for different phases of business, Register.it and the Client shall jointly agree on testing within 10 working days of the term of each specific phase.
Following each test, the Parties shall sign a report specifying the activities performed and the positive or negative outcome of the tests themselves.
If defects and/or malfunctions are found and adequately documented and justified, Register.it undertakes to eliminate these at their own costs, specifying within and no later than 10 days after these findings, corrective actions to be implemented with the relative time frames, notwithstanding any technical impediments that may be justified and reported by Register.it to the Client.
6) Intellectual property.
The graphics, multimedia, texts and source codes developed by Register.it in the supply of the Services are protected by copyright law and constitute an object of intellectual property of Register.it, granted as a non-exclusive licence to the Client, who undertakes to use them without modifications and not to transfer them to third parties for any reason for the entire duration of the business agreement with Register.it.
7) Fees and Payments.
The fees are as specified in the Offer. Unless otherwise specified in the Offer, the fees must be paid by the Client to the sum of 100% at the time of signing this contract and on receiving the relative invoice.
The Services will be provided by Register.it by employing professionally suitable personnel. Register.it undertakes, in providing the said Services, to use formally employed personnel in observance of legislation and according to applicable collective contracts and/or formally recognised partners with the relative obligation to pay contributions, salaries, insurance and tax.
Register.it will appoint a specific employee to coordinate all work involved in providing the Services. In turn, the Client shall appoint a contact person within its business organisation to act as the interface with Register.it for all work and requirements related to the Services supply.
Register.it undertakes to provide the Services with the utmost diligence and professionalism, strictly observing applicable standards for the Services, but may not be held liable for events outside their direct control, such as, by way of example: (i) acts of God; (ii) events caused by third parties, including any interruption or malfunction of telecommunication and/or power line operator services; (iii) malfunction of terminals or other communication systems used by the Client.
In any case, any liability of Register.it with regard to the Client for losses arising from this contract shall not exceed the total amount actually paid by the Client to Register.it.
The Client releases Register.it from all liability or prejudice that may arise in relation to Register.it following illegal activities carried out by the Client on their own sites/ server/ hosting of and for which the latter requested the Services subject to these conditions.
10) Transfer of agreement or credit.
The Client may not even partially transfer this contract to third parties without prior consent in writing from Register.it. Register.it may transfer this contract, also partially, to companies belonging to the same group.
The contents of this contract, as well as all documents in any format (also electronic), corporate, financial, tax, market and organisational information of Register.it, know-how and in general all information regarding Register.it, disclosed to the Client as part of and/or on occasion of fulfilling these contractual requirements, must be handled in strict confidentiality and privacy, also after expiry of this contract. For this purpose, the Client undertakes to observe and ensure observance of this clause among its employees and/or partners, as well as any other person, company or organisation that may be used in the supply process, also by drawing up specific confidentiality agreements.
13) Absence of powers of representation.
The Client acknowledges not to be granted any powers of representation by Register.it and associate companies, and therefore directly undertakes, on behalf of its company, employees, partners and/or auxiliaries, not to act in a manner that implies attributing responsibility of Register.it or associate companies for Client conduct, or to use materials and distinctive marks or other goods protected by the rights of industrial and/or intellectual property of Register.it, or associate companies, in any form.
Any modifications to the Offer and these General Conditions must be made exclusively in writing.
All communications between the Parties must be addressed to the domicile premises specified in the offer. In the case of a change to the specified address, each Party must provide the other with immediate notification of this fact; failure to provide this information will mean that communications delivered to the last known address will remain valid. All communications with effect on the applicability of this contract must be made in writing and sent by registered post with notification of receipt and/or certified email to the addresses specified in the Purchase Order, while any operative communication regarding this contract may be made by email.
16) Breach of contract and termination.
Any breach of obligations undertaken by the Parties shall entitle the performing party to deem this contract as terminated if the other Party fails to fulfil the contractual requirements, within 15 days of receiving formal notice, sent by the performing Party by registered post with notification of receipt or by certified email.
This contract shall be considered automatically terminated in the case that one of the Parties is subject to legal proceedings, ceases trading, or decides winding-up (also voluntarily), or in the case that Register.it transfers and/or hires the company and/or company branch involved in providing the services subject to this contract, or also in the case of changes to the controlling shareholders of the Client, or if a representative of the Client is subject to indictment or sentencing for crimes related to business management, which by their nature and gravity affect the reliability and moral standing of the Client itself, or are at risk of incurring damages, also indirectly, to their image.
17) Applicable law and competent court.
This contract is governed by Italian law. For any dispute that may arise between the parties in relation to this contract, the exclusive competent court is the court of Florence..