1. Scope of the service
1. The agreement between the Principal and the Contractor is composed by the attached order form (hereinafter, the “Order form”) and by these general conditions of services (hereinafter, the “Agreement”).
2. Description of the service
1. The Contractor undertakes to carry out the Service indicated in the Order form (hereinafter, the “Service”).
3. Means of performance of the Service
1. The Contractor assumes full risk for the performance of the service, undertaking to organise, perform and take care of its provision in complete independency, with its own organisation and its own means as well as to guarantee the best technical and quality standards, in compliance with the following clauses.
2. The Contractor shall carry out the Service in a workmanlike manner, with the required professionalism, diligence and expertise.
4. Duration and withdrawal
1. The Agreement is open-ended and shall start from the date indicated in the Order form. Each party is allowed to withdraw from the Agreement in writing, giving the notice period indicated in the Order form.
2. Should the withdrawing party fail to comply in whole or in part with the notice period indicated in the Order form, the withdrawing party shall pay to the other party an amount equal to the compensation due for the notice period.
3. The Contractor shall be allowed to withdraw from the Agreement for just cause. In such case, the Contractor shall be entitled to reimbursement of expenses incurred and compensation for the Services performed, to be determined with regards to the beneficial result granted to the Principal.
4. The Principal shall be allowed to withdraw from the Agreement, even if its execution has started, on condition that he refunds the Contractor for all expenses incurred and compensates him for all the work done and loss of earnings.
5. Changes to the Service and inspection
1. Any changes to the Service shall be agreed in writing by the Parties.
2. The Contractor shall allow the Principal to carry out the inspection and control activity pursuant to Section 1662 of the Italian Civil Code, undertaking to collaborate and provide the Principal with the necessary support. The expenses for the aforesaid inspection and control activity shall be borne by the Principal.
6. Compensation and payment deadlines
1. The Principal undertakes to pay the Contractor the sums indicated in the Order form on the terms and conditions agreed.
2. The Compensation shall be paid upon presentation of the Contractor’s accounting documents (e.g. invoices, receipts).
3. Should the Principal fail to fulfill his payment duties within the aforesaid deadlines, the Contractor shall be entitled to suspend the provision of the Service without notice. The resumption of the Service is subject to the payment of all outstanding amounts and interest due.
4. Should the payment of the amounts due to the Contractor be delayed for more than 30 days from the agreed deadline, the Contractor shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code. In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party.
7. Limitation of liability
1. The Principal hereby releases the Contractor from any liability for damages, both direct and indirect, with reference to the loss sustained and the loss of profit, arising from the Agreement’s performance, excluding events due to gross negligence or intent of the Principal or his employees or coworkers.
2. The Principal hereby releases the Contractor from any liability due to disservices, interruptions of the Service and/or damages arising from causes not attributable to the Contractor, such as fortuitous event, force majeure (e.g. accidents, fires, explosions, strikes, lockouts, earthquakes, disasters, floods, riots) and other events which are difficult or impossible to forecast and prevent, in whole or in part, the implementation of the Agreement.
3. The Principal undertakes to use the Service in compliance with the provisions of the law and the Agreement. Furthermore, the Principal undertakes to indemnify the Contractor from any claims made by third parties as a result of the unlawful use of the Service or in any case not in compliance with the provisions of the Agreement.
4. With the exception of what is set forth in mandatory provisions, Contractor’s liability shall be limited to the amount of the Compensation.
8. Health and safety at work
1. Pursuant to Section 26, paragraph 5, of the Italian Legislative Decree no. 81/2008, the Parties represent that the Service will not be performed within Principal’s premises or other places in the Principal’s legal availability. Therefore, there are no interference risks due to the implementation of the Agreement nor labour safety costs.
9. Intellectual property rights
1. The Principal shall be the sole holder of any intellectual property right or related industrial property right, linked and/or in any way connected to the Service.
2. The above-mentioned rights, as well as any other right of use and economic exploitation related to the activity rendered within the scope of the Agreement, shall be automatically acquired definitively and exclusively by the Principal. With reference to the above, the Contractor shall not be entitled to any remuneration other than the Compensation.
3. The Contractor warrants that he is the sole owner of all the rights he assigns to the Principal and undertakes to keep him harmless and free from any third party claims in this regard.
4. With reference to all foregoing, the Contractor represents and acknowledges that the Compensation has been determined taking into account the assignment to the Principal of all property rights, including intellectual and industrial property rights.
10. Confidentiality duties
1. Unless otherwise provided by the law, the Contractor undertakes to keep strictly confidential, not to disclose to third parties and not to use, except for what is strictly necessary for the purposes of the Agreement, any data or information coming to his knowledge in the course or in connection with the negotiation, signing or execution of the Agreement, in any form and on any medium, such as, but not limited to, data or information of technical, technological, strategic, financial, commercial nature inherent to the Principal’s activities and organisation. In particular, the Contractor recognises the confidential nature of the information related to operational and management methodologies, products and production processes, strategic and economic-financial plans, names of consultants, Principal’s customers and suppliers, documents and instruments, including those in electronic format, which the Contractor should become aware of in the performance of the activity referred to in the Agreement and recognises that any right directly or indirectly connected to the use of such information is sole property of the Principal.
2. The confidentiality duties set forth in this clause shall remain in force for the whole duration of the Agreement.
3. In case of termination of the Agreement, for any reason, the Contractor undertakes to return to the Principal, within 15 days from the termination, all the material of the Principal, in paper or electronic form, received during the implementation of the Agreement, with the commitment not to keep a copy.
4. Pursuant to Section 1381 of the Italian Civil Code, the Contractor shall guarantee the compliance with the aforesaid confidentiality duties by all parties who become aware of the confidential information during the implementation of the Agreement.
11. Non-compete clause
1. The Contractor undertakes not to enter into any agreements with other persons in current or potential competition with the Principal and shall refrain to engage in any activity directly or indirectly in competition with the Principal for the whole duration of the Agreement.
2. In case of failure to comply with the aforesaid duties, the Principal shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code. In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party.
12. Assignment of the Agreement and subcontracting
1. The Contractor shall not assign, either in whole or in part, the Agreement or the duties arising from it to third parties, without the prior written authorisation of the Principal. The Principal expressly authorises the Contractor to use third-party subcontractors to carry out the service. In any case, it is understood that the Contractor shall remain the sole responsible towards the Principal for the correct fulfilment of all activities referred to in the Agreement, including subcontracted ones.
2. The Principal shall not assign, either in whole or in part, the Agreement or the duties arising from it to third parties.
3. In case of failure to comply with the aforesaid duties, the non-defaulting party shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code, In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party
13. Miscellany
1. All communications between the Parties shall be made in writing with personal delivery (with countersignature for receipt), by registered mail with return receipt, by courier or certified e-mail (posta elettronica certificata), to the addresses indicated in the Order form.
2. Any change to the domicile or to the addresses indicated above shall be immediately notified to the Parties, according to the procedures set forth in this clause. As long as the Parties have not notified such changes, the communications made in compliance with the above-mentioned rules and to the addresses and to the persons indicated above shall be valid.
3. The Parties agree that any addition or modification to the Agreement shall be made in writing.
14. Applicable law and jurisdiction
1. The applicable law shall be the law of the Italian Republic.
2. Any dispute concerning or in any way related to, the validity, effectiveness, interpretation and/or implementation of the Agreement, shall be referred exclusively to the jurisdiction of the court of the Principal, excluding any other competent authority.