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GENERAL TERMS AND CONDITIONS OF SALE OF PRODUCTS, HW MAINTENANCE SERVICES, SW SUPPORT AND DEVELOPMENT, IMAC/D INTEGRATION SERVICES FOR COMMERCIAL CUSTOMERS
LAST REVISION DATE: 30 NOVEMBER 2020
1. PURPOSE OF THESE GENERAL CONDITIONS
1.1 These General Conditions apply to each Contract entered into between BBC and the Customer (concerning the sale of all Products, Software, and/or Services supplied by BBC to the Customer), in accordance with the purchase procedure set forth in Article 3 below. Specifically, these General Conditions will automatically supplement the technical and economic conditions provided in the Offer (including its attachments) accepted by the Customer pursuant to Article 3. For clarity, each Contract concluded under Article 3 will be governed exclusively by the terms and conditions of these General Conditions as well as the specific technical and economic conditions contained in the Offer (and related attachments), excluding any other terms or conditions included and/or referred to by the Customer in the Purchase Order that are not expressly accepted by BBC.
1.2 In the event of a conflict between the provisions of these General Conditions and the specific terms and conditions in the Offer (including the related technical and economic attachments), the provisions contained in the Offer shall prevail.
1.3 For clarity only, given the different types and characteristics of the various Services that may be provided under each Contract, these General Conditions include:
(i) general provisions applicable to any type of Products and/or Software and/or Services;
(ii) specific provisions applicable only to certain types of Products and/or Software and/or Services, which may not apply if the Contract does not concern the supply of the type(s) of Products and/or Software and/or Services to which such clauses refer.
2. DEFINITIONS
Change or Modification: means any change to the Services, SLAs, Service Description, Fees, or, in general, to the Contract.
Customer: means the legal entity or any subject acting in the context of their business, commercial, artisanal, or professional activity, and thus as a "professional" pursuant to Article 3(c) of Legislative Decree no. 206 of 6 September 2005 (the Consumer Code), identified as the customer in the BBC Offer and who signs the Purchase Order under Article 3.
Privacy Code: means Legislative Decree no. 196 of 30 June 2003, the GDPR - EU Regulation 2016/679, as implemented or amended over time.
Communicating Party: has the meaning set out in Paragraph 14.1.
General Conditions: means these general conditions, attached to the BBC Offer.
Contract: means the contract concluded between the Parties following the Customer’s acceptance of the BBC Offer, by signing and submitting the related Purchase Order under Article 3.
Fee: means the amount owed by the Customer to BBC as consideration for the sale of Products and/or Software and/or the provision of Services, under Paragraph 4.1.
Effective Date: means the date on which the Contract is concluded, i.e., the date on which BBC receives the Customer’s Purchase Order accepting the BBC Offer according to these General Conditions.
Service Start Date: has the meaning set out in Paragraph 35.3.
Intellectual Property Rights: means (i) patents, designs, trademarks, logos, trade names, domain names, inventions (whether registered or not), copyrights, and related rights, know-how; (ii) any other current or future intellectual property right or similar right related to the Products, Services, or Software (including know-how, copyright, industrial designs, trade names, and any related economic and commercial exploitation rights under law); and (iii) any applications, extensions, and renewals of the aforementioned rights.
Force Majeure: means any unforeseeable and non-attributable event, act, fact, or circumstance that could not be prevented or limited with ordinary diligence and makes it impossible to fulfill, in whole or in part, any obligation arising from the Contract. Examples include (but are not limited to):
(i) general or sector-specific national and local strikes (excluding company-specific strikes);
(ii) war, terrorism, sabotage, vandalism, theft, riots, insurrections, and other civil unrest;
(iii) blockades or embargoes;
(iv) extraordinary natural events, including lightning, tornadoes, explosions, earthquakes, fires, floods, droughts, volcanic eruptions, and adverse weather conditions that prevent service delivery;
(v) legal changes or suspension/revocation of any required authorization not attributable to the invoking Party;
(vi) cyberattacks or viruses.
If such events affect a BBC subcontractor, they will be considered Force Majeure for BBC.
BBC: means BBC Technologies S.r.l., with registered office in Casalecchio di Reno (BO), Via Domenico Cimarosa n.101, CAP 40033, Tax ID and registration number 03720160377 with the Bologna Business Register, VAT number 00653941203, certified email: bbctechnologiessrl@cgn.legalmail.it, recipient code: SUBM70N.
Working Days: means any day excluding Saturday, Sunday, and public holidays in Milan.
Grace Period: means the three (3) month period following completion of the Transition during which SLAs do not apply.
BBC Hardware: means all hardware owned by BBC and used to provide Services to the Customer under the terms and conditions of the Contract.
Customer Representative: has the meaning set out in Paragraph 34.1.
BBC Representative: has the meaning set out in Paragraph 34.2.
Confidential Information: means all information disclosed in any form (e.g., verbal, paper, electronic, digital, visual) by one Party to the other during negotiation, signing, or performance of the Contract, including but not limited to:
(i) the terms of the Contract and related negotiations;
(ii) technical, strategic, economic, or business data and materials;
(iii) any analyses or reports prepared using the above information.
Applicable Law: means all binding laws, regulations, decisions, circulars, and collective agreements in force in Italy, whether existing at the time of signing the Contract or enacted thereafter.
Appointment Letter: has the meaning set out in Paragraph 15.3.
Offer: means the offer issued by BBC for the supply of Products and/or Software and/or Services, including pricing and technical terms, with the General Conditions, Service Description, SLAs, Transition Plan, and (if applicable) Transformation Plan attached.
Purchase Order: means the order issued by the Customer to purchase Products and/or Software and/or Services, by which the Customer accepts the BBC Offer under Article 3.
Party or Parties: means either BBC, the Customer, or both jointly, depending on the context.
Service Period: has the meaning set out in Paragraph 35.1.
Transformation Plan: means the plan detailing transformation activities needed for the provision of Services, as specified in the Offer, if applicable.
Transition Plan: means the plan detailing transition activities needed for the provision of Services, as specified in the Offer.
Products: means the products supplied by BBC as described in the Offer.
Receiving Party: has the meaning set out in Paragraph 14.1.
Service Level Agreement (SLA): means the quality and performance benchmarks for the Services, which BBC commits to meeting, as outlined in the Offer.
Services: means the services provided by BBC, as described in the Service Description and SLA in the Offer.
Software: includes both BBC Software and Third-Party Software.
BBC Software: means application and system software owned by BBC, identified in the Offer and licensed to the Customer under the Contract.
Third-Party Software: means application and system software owned by third parties (other than BBC), identified in the Offer and licensed to the Customer by BBC under the Contract.
Service Description: means the detailed description of the Services provided to the Customer under the Contract, including technical specs, service modalities, and quality/functionality details as specified in the Offer.
Subcontractors: means any subcontractors, suppliers, agents, consultants, or service providers engaged by BBC to perform activities related to or instrumental to the Services.
3. SUBJECT OF THE CONTRACT – CONCLUSION OF THE CONTRACT
3.1 Upon execution of the Contract, BBC agrees to provide the Products and/or Software and/or Services to the Customer under the terms of the Contract.
3.2 Issuance of the Offer by BBC constitutes a contractual proposal under Article 1326 of the Italian Civil Code.
3.3 If the Customer intends to accept the Offer, they must either (a) return a signed copy of the Offer, or (b) issue and send a duly filled, dated, and signed Purchase Order to BBC.
3.4 The Purchase Order must clearly indicate:
(i) the Offer reference number;
(ii) the Customer’s internal contact for BBC;
(iii) billing information.
3.5 The signed Offer or completed Purchase Order must reach BBC within the period specified in the Offer, under Article 1326(2) of the Civil Code, without prejudice to BBC’s right to accept a late submission per Article 1326(3).
3.6 The Contract will be deemed concluded and binding only upon BBC receiving either the signed Offer or a valid Purchase Order.
3.7 Unless the Offer is signed, only a Purchase Order that fully and unconditionally accepts the Offer will constitute acceptance under Article 1326. Any deviation will be deemed a new offer by the Customer, which BBC may reject.
3.8 The Offer and Purchase Order must be transmitted according to Article 24.
3.9 Unless otherwise agreed, all deliveries will be made to the address specified by the Customer. Ownership and risk pass to the Customer upon delivery to the carrier or the Customer. BBC may supply a modified version of a Product, provided its functionality and capacity do not materially differ.
3.10 For Software sales, BBC will deliver the software via the agreed data medium and install it at the Customer’s premises, if installation is agreed in writing. Documentation will be provided in hard copy or the same format as the Software.
3.11 The Parties expressly agree that BBC's obligations under the Contract are obligations of means.
3.12 The Parties expressly and mutually acknowledge that, by signing the Contract, they do not intend to create any association, joint venture, partnership, or similar relationship between BBC and the Customer, nor to grant the Customer any power of representation of BBC. In the performance of the Contract, the Parties shall act as independent and autonomous entrepreneurs, and no Party shall have the right, power, and/or authority, under the Contract, to act in the name of and/or on behalf of the other Party or, in general, to create any obligation on the part of the other Party towards any third party.
3.13 For the sake of clarity only, it is expressly understood between the Parties that, unless otherwise agreed in writing, the signing of the Contract shall in no case result in the creation of any exclusivity obligations of BBC in favor of the Customer.
4. CONSIDERATION
4.1 As consideration for the sale of Products and/or Software and/or the provision of Services under the Agreement, the Customer agrees to pay BBC the Consideration.
4.2 The Consideration shall be understood as excluding VAT and any other tax or levy that may be applicable under Applicable Law.
4.3 Without prejudice to any remedies available to BBC under Articles 1469 and 1664 of the Civil Code, the Consideration shall be subject to adjustment starting from January 1 of each year of the Agreement following the first year, in accordance with the annual consumer price index variation for blue- and white-collar households as recorded by ISTAT for the previous year, rounded to the first decimal place according to standard rounding rules.
5. INVOICING AND PAYMENT TERMS
5.1 The Customer shall pay the Consideration set forth in Article 4 above within 30 (thirty) days from the end-of-month invoice date, unless otherwise specified in the Offer.
5.2 Invoices shall be issued according to the terms and frequency specified in the Offer and shall include the Products and/or Software sold and Services rendered during the reference period; all invoice amounts shall be in Euros.
5.3 The Customer shall make payment without any right of set-off or suspension of payments for any reason, pursuant to Article 1462 of the Civil Code.
5.4 In the event of late payment, BBC shall be entitled to charge default interest at the rate provided by Article 5 of Legislative Decree no. 231 of October 9, 2002, increased by 8 (eight) percentage points. BBC shall also retain the right to pursue any further legal remedies available under Applicable Law or the Agreement (including, but not limited to, the remedies under Articles 1460 and 1461 of the Civil Code).
5.5 If delivery, installation, or completion of the Transition and Transformation of Services is delayed due to the Customer's fault, the Customer shall pay the Consideration starting 30 (thirty) days from the date on which BBC notifies the Customer it is ready to deliver, install, or complete the Services. Additionally, the Customer shall bear any reasonable expenses incurred by BBC as a result of such delay.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights related to the Products, Services, BBC or third-party Software, and/or BBC Hardware, including any modifications and/or improvements thereof, shall remain the exclusive property of BBC or the respective third-party licensors.
6.2 BBC warrants that, to the best of its reasonable knowledge, BBC Software and its use do not infringe any third-party Intellectual Property Rights and that the Software may be lawfully used by the Customer under the terms of the Agreement.
6.3 Subject to the provisions set forth in these General Terms and Conditions, and where applicable, BBC grants the Customer a license governed by the license agreement attached hereto, for the form and purposes for which the same was provided. In case of conflict between these General Terms and the license terms, these General Terms shall prevail.
6.4 The Customer may not copy (except where permitted by Applicable Law), decompose, or modify BBC or third-party Software without BBC's prior written consent.
6.5 All Intellectual Property Rights created in the performance of the Services by or on behalf of BBC, including but not limited to rights in ideas, concepts, know-how, codes, materials, and documentation, shall remain the exclusive property of BBC.
6.6 The Customer is expressly prohibited from downloading, copying, reproducing, duplicating, or otherwise using or disseminating any trademarks, trade names, logos, symbols, or other distinctive signs, or any Intellectual Property Rights relating to BBC.
6.7 Where necessary or stated in the Offer, BBC may provide the Customer with diagnostic tools consisting of and/or included in test and diagnostic routines, programs, manuals, and documentation. These tools are not subject to the use licenses granted to the Customer and remain BBC’s exclusive property, held by the Customer solely to allow BBC to provide Services. The Customer may use them only in the manner and for the purposes indicated by BBC and may not duplicate, transfer, or assign them in any way to third parties. BBC may verify the use of these tools during reasonable hours and withdraw them at any time, especially upon termination of the Services.
7. CLAIMS FOR ALLEGED INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
7.1 If a third party claims that a BBC Product or Software infringes its Intellectual Property Rights, BBC will, at its own expense, defend the Customer and compensate for any final judgment damages or settlement agreed with the Customer, provided that the Customer:
(a) promptly notifies BBC in writing of the third-party claim;
(b) allows BBC to manage the defense and settlement negotiations, cooperating with BBC;
(c) does not acknowledge or admit liability or take independent legal or extrajudicial action without BBC’s prior written consent.
If the Customer discontinues use of the Product or Software for damage mitigation or other justified reasons, the Customer must keep this confidential or clarify to third parties that discontinuation does not imply any admission of infringement. Failure to comply with this Article 7 voids BBC’s liability and obligates the Customer to indemnify BBC for any resulting damages, including with respect to third parties.
Claims may only be brought by the Customer for products or services fully and duly paid for.
7.2 BBC shall not be liable for infringement of third-party Intellectual Property Rights if:
(a) the Software or any component was provided by the Customer or a third party on its behalf;
(b) the infringement is wholly or partly, directly or indirectly, attributable to the Customer’s actions (e.g., modifications, improper use, or use with unauthorized products/software).
7.3 In case of such a third-party claim, BBC will choose among the following exclusive remedies:
(a) obtain the right for the Customer to continue using the Product or Software;
(b) modify the Product or Software to eliminate the infringement;
(c) replace the Product or Software with an equivalent one.
7.4 The obligations under this Article 7 remain in effect even after termination of the Agreement. To the fullest extent permitted by Applicable Law, BBC's liability expires 12 (twelve) months after delivery. Other claims related to third-party IP infringements are also excluded, except as provided in Article 13 (Limitation of Liability).
8. USE AND MAINTENANCE
8.1 The Customer must: (a) use the Products and/or Software as described in the relevant specifications; (b) ensure correct usage and maintenance, including modifications authorized by BBC; (c) immediately report any misuse; (d) perform backups, restarts, data protection, and other professional-grade procedures.
8.2 The Customer must also follow BBC’s instructions regarding trademarks, copyright, and other proprietary rights of BBC or its licensors.
8.3 The Customer must promptly provide BBC with location and identification information for all products using certain Software, for purposes such as license cost verification (if applicable).
9. CUSTOMER'S RESPONSIBILITIES
9.1 BBC will provide the Customer with the necessary information to prepare their premises for delivery and/or installation.
9.2 The Customer must, at its own expense and before installation, carry out all necessary connection work, cabling, renovations, and obtain any required permits.
9.3 If the Customer fails to meet these obligations, BBC may suspend its own obligations under the Agreement without further notice.
10. USE OF SOFTWARE
10.1 BBC grants the Customer a non-modifiable right to use the Software exclusively with the hardware on/with/for which it was provided, per license terms. Server-installed Software may be used by a limited number of users as defined in the Offer or license. Only authorized functions are included in the license.
10.2 Third-party Software must be used within the respective licensor’s terms. BBC disclaims liability for violations by the Customer, who must indemnify BBC for any resulting consequences.
10.3 The Customer may make one backup copy, including all copyright notices and trademarks, and must track and share this with BBC upon request. Any such copy remains BBC’s or the licensor’s property.
10.4 The Customer and any third parties may not translate or modify the Software or its documentation. The source code is excluded, and reverse engineering, disassembly, or decompilation is strictly prohibited.
10.5 Sub-licensing or transferring the Software is expressly prohibited.
10.6 These licensing terms apply to all updates or bug-fix versions.
10.7 The effective date of each Software license is the Contract signing date or delivery date.
10.8 The Customer may terminate a license with at least 6 (six) months' notice via registered mail or certified email. Termination does not entitle the Customer to license fee refunds.
10.9 BBC may terminate the license if the Customer breaches any license condition. This does not affect BBC’s other rights or remedies.
10.10 Within 5 (five) days of license termination, the Customer must destroy and return all Software (including copies, documentation, and modified versions) and notify BBC in writing. BBC may require written confirmation of compliance or conduct audits directly or via third parties.
10.11 The Customer guarantees use in accordance with these terms and will not share or disclose Software information to third parties without confidentiality and written BBC consent.
11. CONFORMITY OF PRODUCTS AND/OR SOFTWARE AND WARRANTY TERMS
11.1 To the fullest extent permitted by Applicable Law and unless otherwise agreed in a specific written warranty, BBC shall only be liable for non-conformity of the Products and/or Software with BBC's technical specifications, and only if such non-conformity exists in the latest correction release provided to the Customer (“Defect”). In case of a Defect, BBC will repair or replace the Products and/or Software at its discretion.
11.2 Within the maximum limits allowed by Applicable Law, BBC provides no warranties regarding the quality or fitness of the Products and/or Software for a particular purpose (including the warranty of proper functioning of products under Article 1512 of the Italian Civil Code), their compatibility with other programs and/or systems used by the Customer, or that their operation will be uninterrupted or error-free. Unless otherwise specified, the selection, installation, and proper use of a particular hardware-software combination or configuration selected by the user, the use of the Products, including associated Software, and the achievement of desired results are the sole responsibility of the Customer.
11.3 With respect to Software whose contents have been extended through the use of interfaces specifically released by BBC, the warranty will cover the Software exclusively within the limits of such interface.
11.4 The Customer acknowledges, recognizes, and agrees that certain Products, Software, and/or Services provided by BBC under the Contract may include Third-Party Software. In this regard, BBC declares that, to the best of its knowledge, such Third-Party Software may lawfully be licensed to the Customer. Without prejudice to the foregoing, the Customer also acknowledges and agrees that the Software is licensed “as is”: in particular, BBC, to the fullest extent permitted by Applicable Law, assumes no responsibility, nor any warranty or indemnity obligations other than those provided in these General Terms and Conditions or in the relevant license terms, regarding whether such Software is free from Defects, fit for the purposes for which it is provided, or does not infringe, for any reason, the rights (including Intellectual Property Rights) of third parties.
11.5 The warranty provided by BBC shall not apply and BBC shall not be held liable in case of Defects directly attributable to normal wear and tear, incorrect, non-compliant, negligent or improper use, inadequate storage or excessive voltages not covered by the relevant Product specifications, or the use of the Products and/or Software with other systems not supplied or authorized by BBC, as well as in the event of any Defect resulting from user errors outside BBC's responsibility, or caused by other specific external factors and non-reproducible software errors, or in the other cases provided in the specific warranty conditions. Furthermore, the warranty provided under these General Terms and Conditions shall not apply and BBC shall not be held liable: (a) if the Products and/or Software are modified or repaired by the Customer or by third parties on the Customer's behalf, unless the Customer proves that such modifications or repairs are not the cause of the defect; or (b) in cases of damage caused by BBC receiving, for repair purposes, goods packaged with inadequate or insufficient packaging.
11.6 In the event that BBC fails to remedy the Defects within a reasonable time and in an appropriate manner (pursuant to the preceding Article 11.1), the Customer shall only be entitled to a reduction of the Fee in an amount corresponding to the proven seriousness of the delay and its consequences.
11.7 The warranty period for BBC Software or Third-Party Software is defined in the applicable license terms.
11.8 Any warranty related to a non-BBC product is solely determined by the warranty provisions of BBC’s supplier. If such provisions are not included with the product delivery, they will be provided by BBC upon Customer request.
11.9 The warranty period for the Products begins from the date of delivery of the Product to the Customer, unless otherwise specified in any specific warranty conditions. Any conventional warranties on Products described in the specific warranty conditions are in addition to the warranty provided under these General Terms and Conditions and do not modify their contents and effects. In the event of a conflict between these General Terms and Conditions and the provisions of the specific product warranty, the latter shall prevail.
12. CHANGE MANAGEMENT
12.1 Unless otherwise agreed in writing, neither Party may make any Change to the provisions of the Agreement without the prior written consent of the other Party.
12.2 Without prejudice to the foregoing, should it become necessary, in order to ensure proper performance of the Agreement, to make changes or modifications to what was originally established in the Offer (including, without limitation, the Service Description, SLAs, or other technical or qualitative characteristics of the Services as defined in the Agreement), the Parties undertake to agree in good faith on any resulting adjustments to the Compensation based on the criteria described in the Change Management process.
12.3 The provisions of this Article 12 shall constitute an express derogation from Articles 1660 and 1661 of the Italian Civil Code, which shall not apply.
13. LIMITATION OF LIABILITY
13.1 Unless otherwise specified in the Offer, the Client acknowledges and agrees that BBC shall only be liable in cases where liability cannot be excluded under Applicable Law, such as in cases of personal injury or in the event of gross negligence or willful misconduct.
13.2 Without prejudice to Article 13.1 above, all other forms of BBC liability are excluded, whether contractual or non-contractual, arising directly or indirectly from the use of Products, Software and/or Services by the Client, including but not limited to damage or loss of such Products, Software, or Services, or of other property or equipment, business interruption of the Client and/or third parties, lost profits, missed sales, loss of information or data, special, incidental, or consequential damages or unjustified expenses or damages due to delay. These General Conditions do not in any way modify the allocation of the burden of proof, in particular, but not limited to, the occurrence of the alleged damages and their amount, which remains solely the responsibility of the Client.
13.3 BBC assumes no liability in the event that the Client fails to carry out adequate daily data protection activities to ensure efficient and economical data recovery in the event of data loss, regardless of cause. In the case of damage to the medium on which the Software is stored, occurring before delivery to the Client, BBC's liability will not include costs for data or information recovery or replacement.
13.4 BBC’s total liability to the Client under these General Conditions shall not exceed, in the case of sale of Products and/or Software, an amount equal to 50% (fifty percent) of the agreed Compensation for the relevant Product and/or Software, or, in the case of Services, a maximum amount equal to 6 (six) months of Compensation for the entire Service Period.
14. CONFIDENTIALITY AND REFERENCES
14.1 This Article shall apply when one Party (“Disclosing Party”) discloses Confidential Information to the other (“Receiving Party”).
14.2 Except where disclosure is required by Applicable Law, the Receiving Party agrees to: (i) keep all Confidential Information strictly confidential and not disclose it, in whole or in part, to any third party during or after the termination of the Agreement for any reason; (ii) treat the Confidential Information with the same level of care used for its own information; (iii) not use the Confidential Information except as strictly necessary to provide the Services or fulfill its obligations under the Agreement; (iv) not make copies of any document containing or relating to Confidential Information without the Disclosing Party’s prior written consent; (v) not use the Confidential Information to the detriment of the Disclosing Party; and (vi) ensure, including pursuant to Article 1381 of the Civil Code, that any third party to whom Confidential Information is disclosed uses such information in full compliance with the obligations and restrictions of these General Conditions. Where disclosure is required by law, BBC shall use reasonable efforts to agree with the Client on the extent of the information to be disclosed.
14.3 The confidentiality obligations under this Article shall not apply to information that is or becomes public knowledge, or that is independently obtained by the Receiving Party without reference to or violation of this Agreement.
14.4 Without prejudice to the above, BBC may use the Agreement or at least its essential elements (e.g., the subject matter but not the financial terms), unless otherwise agreed, as a reference in new projects or commercial negotiations.
15. PERSONAL DATA PROTECTION
15.1 For the purposes of the Agreement governed by these General Conditions, “Personal Data”, “Data Subject”, “Processor”, “Controller” and “Processing” shall have the meaning assigned to them under EU Regulation 2016/679 (the “GDPR”) and its implementing rules and amendments.
15.2 Where the services provided by BBC include HW and SW maintenance and support, BBC shall process certain third-party Personal Data (customers, employees, suppliers) of which the Client is the Controller (the “Third-Party Personal Data”) on behalf of the Client and as Processor, under the terms set out below and as better specified in the appointment letter entered into concurrently with these General Conditions.
15.3 By separate letter of appointment (the “Appointment Letter”), and solely for the purposes strictly related to the performance of the current agreement between BBC and the Client, the Client appoints BBC as the Processor of the Third-Party Personal Data to fulfill the obligations set out in the Agreement, under the terms of the Appointment Letter.
15.4 As Processor, BBC undertakes to process Third-Party Personal Data on behalf of the Client according to the instructions provided in the Appointment Letter.
15.5 Where BBC uses third-party subcontractors in providing services to the Client (“Sub-processors”), the Client hereby grants BBC, pursuant to Article 28(2) GDPR, general consent to appoint such Sub-processors under Article 28(4) GDPR, under the following conditions.
15.6 The Sub-processors shall: (a) meet the requirements of Article 28 of the GDPR; (b) process Third-Party Personal Data solely to fulfill their contractual obligations with BBC; (c) receive instructions similar to those given by the Client to BBC; (d) retain the Third-Party Personal Data only for the time necessary to fulfill their obligations; and (e) implement adequate technical and organizational measures to ensure the Processing complies with the GDPR.
15.7 BBC shall inform the Client of the identity of any new or replacement Sub-processors appointed.
15.8 As Controller of the Third-Party Personal Data, the Client remains solely responsible for:
(a) defining the purposes and means of the Processing carried out by BBC as Processor;
(b) the instructions given to BBC for Processing;
(c) the compliance of these purposes, means, and instructions with applicable laws.
15.9 In particular, the Client declares and warrants to BBC:
(a) to have complied with all legal obligations, including those under the Privacy Code, related to the provision of Personal Data to BBC, including obligations related to the collection of Third-Party Personal Data (including information and consent requirements);
(b) that the Processing by BBC as Processor, in accordance with the Client’s instructions, will comply with the GDPR and all applicable data protection laws.
15.10 The Client agrees to indemnify BBC against any penalties, damages, third-party claims, and/or adverse consequences resulting from non-compliance with the above declarations and warranties. Each Party shall be responsible for fulfilling their respective obligations under applicable data protection laws.
16. SUBCONTRACTING
The Client hereby consents to BBC subcontracting all or part of the Services to Subcontractors. In such cases, the appointment of Subcontractors shall not exempt BBC from its obligations under the Agreement, and BBC shall remain solely and fully responsible to the Client for the actions of the Subcontractors.
17. EXPORT RESTRICTIONS
17.1 The export of Products, data, Software, and anything related to the performance of Services may require official or governmental approval. If such items are intended for export, the Client must obtain all necessary permits and licenses in accordance with applicable export control laws.
17.2 It is forbidden to export or sell such Products, data, Software, or documentation if there is reasonable suspicion they may be used in connection with the development of nuclear, chemical, or biological weapons or missile technology. Furthermore, the Client must not provide them to any company/person subject to export restrictions or blacklisted under U.S. or Italian law or regulations.
17.3 If such items are intended for export, the Client must implement appropriate verification measures to assess its customers’ eligibility for international transactions. At BBC’s request, the Client must provide proof of these measures. The Client must also inform its end customers and relevant third parties in writing of the export rules and agreements set forth in this Article.
17.4 BBC shall not be required to provide Products and/or Software or fulfill any obligations under the Agreement if such supply would violate export control regulations of Italy, the EU, the U.S., or any other jurisdiction. Delays caused by export control procedures or licensing shall alter agreed deadlines. If a license or permit cannot be obtained for certain items, the Agreement shall be deemed not concluded for those items, and no liability for damages or penalties shall arise.
18. CODE OF ETHICS – ORGANIZATIONAL MODEL
The Client declares:
(a) to have reviewed and be aware of the contents of the Organizational Model;
(b) to commit, also on behalf of its representatives, employees, and collaborators, to adopt all appropriate measures to prevent conduct relevant under Legislative Decree 231/2001 and to promptly inform BBC of any acts, facts, or behavior they become aware of during contract performance;
(c) to have implemented suitable internal procedures within its organization to prevent offenses under Legislative Decree 231/2001;
(d) to be aware that false declarations or violations of these commitments or any unlawful conduct relevant under Legislative Decree 231/2001 carried out by its personnel in connection with the Services shall be deemed a material breach under Article 1455 of the Civil Code.
19. FORCE MAJEURE
19.1 Neither Party shall be liable for failure or delay in performing its obligations under the Agreement due to Force Majeure.
19.2 If the affected Party incurs additional costs to resume performance of the Agreement, such resumption shall be subject to agreement between the Parties regarding reimbursement of such costs.
19.3 If a Force Majeure event lasts more than 30 (thirty) consecutive days, either Party may terminate the Agreement. In such case, BBC shall be entitled to Compensation due up to the effective date of termination, plus reimbursement of any additional expenses resulting from the termination.
20. ANNOUNCEMENTS
No public communication, including but not limited to announcements or advertisements relating to the Agreement or any related commercial operations, shall be made by either Party without prior written approval from the other Party.
21. TERMINATION
21.1 Without prejudice to other rights and remedies under the Agreement or Applicable Law, either Party may terminate the Agreement under Article 1454 of the Civil Code by giving written notice to the other Party in the event of a material breach. If the defaulting Party fails to remedy the breach within 15 (fifteen) days of receiving such notice, the Agreement shall be deemed terminated by law.
21.2 BBC may also immediately terminate the Agreement under Article 1456 of the Civil Code if the Client fails to fully, promptly, and diligently fulfill any of its obligations under the following Articles: 4 (Compensation); 5 (Invoicing and Payment Terms); 6 (Intellectual Property Rights); 7 (IP Rights Disputes); 14 (Confidentiality); 15 (Personal Data Protection); 17 (Export Restrictions); 18 (Code of Ethics – Organizational Model).
21.3 In addition to the foregoing, each Party shall be entitled to terminate the Agreement pursuant to and for the purposes of Article 1360 of the Italian Civil Code and to the extent permitted by mandatory provisions of Applicable Law, if the other Party:
(i) becomes insolvent, even de facto, or is placed in liquidation, or is otherwise unable, for any reason, to properly and regularly manage its business affairs;
(ii) is subject to enforcement proceedings or any other form of lien on its assets that adversely affects, or poses a serious risk to, the proper performance of its contractual obligations under the Agreement;
(iii) sells, assigns, transfers, or otherwise disposes of all or part of its business (or a business unit) that is wholly or partially dedicated to the execution of the Agreement or the use or enjoyment of the Services (expressly derogating from the provisions of Article 2558, paragraph one, of the Italian Civil Code), or ceases or suspends, in whole or in part, its business activities.
21.4 Changes in prices due to currency exchange rate fluctuations shall not constitute valid grounds for the termination or suspension of the Agreement by the Customer.
21.5 In the event of termination of the Agreement for any reason (except in the case of termination due to breach by the Customer), BBC shall provide the necessary assistance to the Customer, doing what is reasonably necessary and possible to enable an efficient and effective transfer of the Services to the Customer or to a third party identified by the Customer, minimizing the impact on the ordinary course of operations.
21.6 In all cases of termination of the Agreement, the Customer shall pay BBC:
(i) the Fees accrued up to the date of termination of the Agreement;
(ii) the cost of the activities provided pursuant to this Article;
(iii) any prepaid and non-expensed costs as described in the Offer.
21.7 Obligations that, by their nature, are intended to remain in force even after termination of the Agreement for any reason shall continue to be effective after such termination. This applies in particular to the obligations set forth in Articles 6 (INTELLECTUAL PROPERTY RIGHTS); 14 (CONFIDENTIALITY CLAUSE); 15 (PERSONAL DATA PROTECTION); and 17 (EXPORT RESTRICTIONS) of these General Terms and Conditions.
21.8 For the entire duration of the migration process from BBC's Services to those of a third party, the terms and conditions of the Agreement shall continue to apply (including the Customer’s obligation to pay the Fees), except for the SLAs and any related penalties.
21.9 In the event of termination of the Agreement for any reason, each Party shall immediately return, at its own expense, to the other Party any information (including, without limitation, Confidential Information), document, file, material, program, and any other type of information provided in any manner to that Party in relation to, in connection with, or during the negotiation, execution and/or performance of the Agreement, or shall otherwise dispose of such materials in accordance with the instructions specifically communicated by the other Party.
22. COMPLETENESS OF THE AGREEMENT, AMENDMENTS, AND EXCLUSION OF WAIVER
22.1 The Agreement represents the complete expression of the understanding reached by the Parties concerning its subject matter.
22.2 Except as provided in Paragraph 22.1 above, amendments to the terms and conditions of the Agreement shall be valid and effective between the Parties only if (a) made in writing, and (b) signed by an authorized representative of each Party.
22.3 If any provision of the Agreement is declared null, invalid, or ineffective, such defect shall not affect the remaining provisions of the Agreement. The Parties will be relieved from complying with the rights and obligations under the provisions that have been declared null, invalid, or ineffective, but only to the extent that such rights and obligations are directly affected by such nullity, ineffectiveness, and invalidity. In such case, the Parties will negotiate in good faith to replace the null or invalid provisions with valid and effective ones that, as far as possible, reflect the original intent of the Parties.
22.4 If either Party tolerates the behavior of the other Party despite such behavior violating the provisions of the Agreement, this will not constitute a waiver of the rights arising from the violated provisions, nor the right to subsequently demand strict compliance with all terms and conditions of the Agreement.
23. ASSIGNMENT OF CREDITS AND ASSIGNMENT OF THE AGREEMENT
23.1 BBC shall have the right to assign its credit pursuant to Article 1260 of the Italian Civil Code without the prior consent of the Customer.
23.2 BBC shall not assign, in whole or in part, the Agreement to third parties without the prior written consent of the Customer, which shall not be unreasonably withheld. By way of partial exception to the above, BBC may freely assign, in whole or in part, the Agreement to controlling, controlled, affiliated, or commonly controlled companies of BBC (where the term “control” has the meaning set forth in Article 2359, first paragraph, of the Italian Civil Code).
23.3 The Customer shall not assign its credits to third parties or the Agreement without the prior consent of BBC, which shall not be unreasonably withheld. By way of partial exception to the above, the Customer may freely assign, in whole or in part, the Agreement to controlling, controlled, affiliated, or commonly controlled companies of the Customer (where the term “control” has the meaning set forth in Article 2359, first paragraph, of the Italian Civil Code).
24. COMMUNICATIONS
24.1 Any notice or communication between the Parties in relation to the Agreement, unless otherwise indicated in the Agreement or these General Terms and Conditions, must be made in writing and will be considered effectively delivered or notified if delivered by hand or sent by registered mail, courier, certified email, or by fax confirmed by registered mail, courier, or certified email, to the addresses of the Parties indicated in the Offer or in the Purchase Order, as appropriate.
24.2 All communications sent pursuant to this Article shall be deemed to have been received by the recipient (i) if delivered by hand, on the date of delivery; and (ii) if sent by courier or registered mail with return receipt, on the date of signature of the return receipt, or in the case of certified email, upon receipt of the return receipt.
24.3 Any change in domicile or addresses mentioned above must be immediately communicated to the other Party in accordance with the procedures set forth in this Article. Until the Parties have notified such changes in the manner outlined above, communications made according to these rules and to the addresses and persons indicated above shall be deemed valid.
25. EXPENSES, TAXES, AND FEES
25.1 Each Party shall bear its own costs and expenses incurred or to be incurred in relation to the preparation and execution of the Agreement and the execution of related contracts, as well as any resulting and/or connected obligations.
25.2 All stamp duties and expenses related to the Agreement and its executive contracts, where applicable, shall be borne equally by both Parties.
26. APPLICABLE LAW AND JURISDICTION
26.1 These General Terms and Conditions and each Agreement are governed by Italian law and shall therefore be interpreted in accordance with it.
26.2 The application of private international law rules is excluded. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 is also expressly excluded.
26.3 Any dispute related to these General Terms and Conditions or the Agreement, including any disputes regarding their validity, applicability, interpretation, performance, and termination, shall first be discussed by the respective representatives of the Parties (if appointed), at the initiative of the more diligent Party. If the representatives of the Parties have not been appointed (because the Agreement does not include the provision of Services), or if no agreement is reached within ten (10) Working Days from the start of the negotiations, the dispute shall be escalated to the first management level in accordance with the escalation process provided for in the Agreement.
26.4 In the event that the Parties are unable to reach an amicable settlement of the dispute pursuant to Article 26.3, the dispute shall be subject to the exclusive jurisdiction of the Court of Milan (Italy).
27. PREVENTION AND PROTECTION MEASURES IN THE WORKPLACE
27.1 Pursuant to Article 26 of Legislative Decree 81/2008, there are no interference risks between the employees of BBC and those of the Customer or any Subcontractors. Therefore, the Parties acknowledge that (i) the risk assessment document for interference ("D.U.V.R.I.") has not been prepared, and (ii) there are no specific costs related to workplace safety connected to the execution of the activities under the Agreement.
27.2 In the event that interference risks arise between the employees of BBC and those of the Customer or any Subcontractors during the execution of the Agreement, the Customer shall promptly inform BBC and prepare the risk assessment document for interference ("D.U.V.R.I."), including the costs related to workplace safety, specifically concerning interference risks associated with the execution of the activities under the Agreement.
28. BINDING NATURE OF THE GENERAL TERMS AND CONDITIONS
The Customer acknowledges and agrees that acceptance of an Offer to which these General Terms and Conditions are attached (or referred to) implies acceptance of these General Terms and Conditions, even if not directly signed.
(B) IF THE AGREEMENT INCLUDES THE DEVELOPMENT OF SOFTWARE CUSTOMIZATIONS, IN ADDITION TO THE GENERAL TERMS AND CONDITIONS SET FORTH IN THE PREVIOUS ARTICLES 1-28, THE FOLLOWING ARTICLES 29-32 AND ARTICLES 36, 37, 40, 45, AND 46 WILL ALSO APPLY.
29. DEVELOPMENT
Where applicable, the Software to be developed and its specifications will be detailed in the Service Description provided by BBC in the Offer. BBC agrees to develop the Software customizations with due care based on the data provided by the Customer; the Customer will certify the accuracy, completeness, and consistency of such data.
30. PRICES AND COSTS
With respect to customizations, BBC will apply the following types of prices:
(a) Fixed Prices: Prices that are not subject to variation for the provision of Services compared to those indicated in the Agreement (unless otherwise specified in the General Terms and Conditions), and which are independent of the actual costs incurred by BBC.
(b) Indicative Prices subject to final settlement: Prices that may be subject to revision due to the actual costs incurred by BBC.
(c) Post-calculated Prices: The Customer will be required to pay BBC for all labor hours and time spent, in addition to delivered materials (T&M).
The Customer will be required to pay BBC for travel time at the hourly rates in effect at the time, to the extent applicable, and any additional travel expenses, as well as any reasonable accommodation expenses incurred by BBC in the execution of the Agreement.
31. CHANGES AND ADDITIONS
31.1 At any time, the Client may request, and/or BBC may recommend, changes to the technical or functional specifications of the Software to be customized, including any add-ons.
31.2 As soon as possible, but in any case within 4 (four) weeks of receiving a request or recommendation for changes to the technical or functional specifications, the other Party must respond in writing to the request or recommendation. If BBC has already started the customization development activities, it will have the option to analyze the change requests only after receiving acceptance of the customized software in question. Unless otherwise agreed in writing, change requests will not suspend the Parties' obligations.
31.3 Changes will only be made once they are included in a Change Request to the Contract, signed by both parties.
32. EXCLUSIVE RIGHTS
BBC will retain all rights (including Intellectual Property Rights) arising from the Contract concerning the customized software, unless otherwise agreed in writing. BBC is authorized to keep a copy of the products delivered under the Contract.
(C) IF THE OFFER INCLUDES HARDWARE AND SOFTWARE MAINTENANCE AND SUPPORT SERVICES, IT SERVICES INTEGRATION, AND IMAC/D SERVICES, IN ADDITION TO THE GENERAL TERMS OF ARTICLES 1-28, THE GENERAL TERMS OF ARTICLES 33-46 WILL ALSO APPLY.
33. SERVICE PROVISION
33.1 BBC will provide Services exclusively for the Products and/or Software listed in the Service Description document attached to the Offer and (unless otherwise indicated in the aforementioned document) only for Products and/or Software released by BBC. The Client will be entitled to the Services within the territorial limits specified in the Service Description.
33.2 BBC's obligation in relation to the provision of the Services will always be limited to restoring the functionality of the Product and/or Software as it was at the time of the original delivery.
33.3 Errors in the Products and/or Software and service incidents that occur before the activation or completion of the Contract fall outside the scope of the assistance Services outlined in these General Conditions.
33.4 BBC reserves the right to provide the Services through its internal organization or through certified Service Partners and/or Subcontractors, maintaining full responsibility to the Client for their execution.
33.5 Whenever possible, the Services will be provided remotely (via phone, Internet, remote management tools). The necessary infrastructure for remote Services will be made available at the Client's premises. BBC reserves the right to decide whether and to what extent the Services should be provided on-site.
33.6 The Services do not include the provision and replacement of accessories (e.g., data supports), spare parts (such as batteries, rechargeable batteries, battery backup units (BBUs), print heads, screens), and other accessories. The Service also does not cover the correction of errors or damages to the Product and/or Software caused by improper handling, dirt, extreme environmental conditions (voltage fluctuations, magnetic fields, etc.), natural disasters (lightning, floods, acts of war, etc.), use of force, attempts at repair by the Client or third parties, modifications to the original Product and/or Software, or other circumstances under the Client’s responsibility. This also applies to errors and damages to the Product and/or Software caused by use or installation of the Product and/or Software different from what is indicated in the specific Product and/or Software documentation, especially if contrary to the safety provisions or operational instructions defined by BBC.
33.7 Spare parts and replacement devices used for repairs by BBC during Service execution will be new or like-new. Unless otherwise provided, defective parts or devices removed from a Product during a Service will become the property of BBC, and if they cannot be recovered by BBC during the Service, they must be kept by the Client for at least 60 (sixty) days after the Service assignment for verification purposes.
33.8 If the Client has purchased the right to retain the hard drive (option "Retain HDD"), the defective hard drive, if replaced due to malfunction or proven defect, will be retained at the Client’s premises.
34. REPRESENTATIVES OF THE PARTIES
34.1 The Client agrees to designate and notify BBC, within 5 (five) Business Days from the Completion Date, its representative, responsible for supervising the Services and/or, in any case, BBC's activities and managing all relationships with BBC related to the execution of the Contract (hereinafter referred to as the “Client’s Representative”).
34.2 BBC agrees to designate and notify the Client, within 5 (five) Business Days from the Completion Date, its representative for managing all relationships with the Client related to the execution of the Contract (hereinafter referred to as the “BBC’s Representative”).
34.3 BBC’s Representative will be responsible for coordinating the execution of the Services provided to the Client and acting as the interface with the Client and the Client's Representative. BBC’s Representative will exercise their mandate in reference to every activity outlined in the Contract. BBC will grant its representative all the necessary powers of representation so that they can make decisions, assume obligations, take necessary measures, and give consent on behalf of BBC whenever necessary and appropriate, for the correct and timely execution of the Contract.
34.4 The representatives of the Parties, as designated above, must meet at least quarterly during the entire duration of the Contract to verify and monitor the progress of the Services. Meetings will be convened by the Client’s Representative and held at the location agreed upon between the Parties. It is also understood that the Client's Representative may convene additional meetings with BBC’s Representative whenever deemed appropriate and/or necessary with at least 5 (five) Business Days' notice, except in cases of documented urgency.
35. CONTRACT DURATION
35.1 The Contract will become effective as of the Completion Date and will remain fully effective and binding between the Parties for the period specified in the Offer (the “Service Period”).
35.2 The Contract will automatically renew upon its expiration for another period equal to the Service Period, unless either Party has communicated, in writing, at least 3 (three) months before the end of the applicable Service Period (as possibly extended), its intent to terminate the Contract, according to the methods indicated in Article 24.
35.3 The starting date for providing the Services is the date indicated in the BBC Offer (hereinafter also referred to as the “Service Start Date”), subject to the provisions related to the Transition Plan.
36. BBC'S OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES REGARDING THE SERVICES
36.1 BBC agrees to provide the Services to the Client in accordance with the Service Description and the attached SLAs in the Offer, as well as in full compliance with the Applicable Law, including the legal provisions related to the environment, hygiene, and workplace safety.
36.2 BBC agrees to use employees and/or collaborators and/or Subcontractors (the "Personnel") in compliance with the Applicable Law and possessing the necessary skills to properly fulfill its obligations under the Contract. BBC will ensure that the Personnel complies with the Applicable Law during the provision of the Services.
36.3 Without prejudice to any other warranties and commitments provided by other provisions of these General Conditions, BBC declares and warrants:
(a) It holds all the necessary authorizations, licenses, and permits to provide the Services as well as, in general, to fulfill its contractual obligations;
(b) It has the suitable organization, Personnel, machinery, and equipment required to perform the Services under the Contract, guaranteeing execution in compliance with the Service Description and the SLAs, with the management of necessary resources at its own risk and organization;
(c) It has reviewed, analyzed, and accepted the information and documentation provided by the Client, declaring that such information and documentation are sufficient to determine the type and characteristics of the Services to be provided;
(d) It is solely responsible to the Client regarding the provision of the Services and, therefore, assumes all responsibility toward the Client in relation to the performance of such Services, even if the Services are subcontracted to Subcontractors under the Contract.
37. CLIENT'S OBLIGATIONS
37.1 The Client declares and guarantees that it holds all necessary authorizations, licenses, and permits to proceed with the signing of the Contract as well as to perform its contractual obligations.
37.2 The Client undertakes to:
(a) fulfill all obligations set out in the Contract and comply with all Applicable Laws regarding its business activities and the Services;
(b) comply with all license conditions related to the software (including the BBC Software and/or Third-Party Software, where applicable) that the Client uses or may have access to during the use of the Services;
(c) cooperate with BBC, making efforts to provide its collaboration and assistance, and providing complete and accurate information during all stages related to the Services (including Transition and Transformation periods), as further specified in Article 45 below;
38. TECHNICAL SPECIFICATIONS OF THE SERVICE
38.1 BBC commits to providing the Services in accordance with the Service Description and will be responsible for providing the BBC Software, Third-Party Software, and the BBC Hardware to execute the Services in compliance with the Service Description and the terms and conditions of the Contract.
38.2 During the Service Period, BBC may, at its discretion, modify the Services by changing the operational environment of the systems used to provide the Services (including BBC Software and BBC Hardware) based on the evolution of technology and industry standards, provided such changes do not affect the functionality and characteristics of the Services and do not reduce the performance and availability levels of the Services required by the Client.
39. SLAs, PERIODIC REPORTS, AND PENALTIES
39.1 Except for the Grace Period, BBC commits to providing the Services in compliance with the SLAs. For clarity, during the Grace Period, the SLAs will not apply.
39.2 In relation to the above, BBC commits to providing the Client, by the 10th (tenth) Business Day of each month, a monthly report on the status of the Services provided in the previous month, containing, in particular, a description of the performance and availability of the Services, to be prepared in accordance with the model possibly included in the Service Description or agreed upon between the Parties (the "Monthly Report"). Similarly, within 10 (ten) Business Days after the end of each year of the Contract's duration, BBC must also deliver an annual report, drafted according to the same principles contained in the Monthly Report, referring to the previous 12 (twelve) months.
39.3 BBC commits to promptly and in writing notifying the Client of any suspensions or interruptions of Service for maintenance activities, provided that they must be carried out during periods of lower usage and in such a way as to have the least possible impact on the Client's commercial operations and productivity.
39.4 If provided in the Offer, if the Services provided by BBC do not meet the SLAs set out in the Offer, the Client may request a penalty payment from BBC, to be determined according to the methods and procedures outlined in the Offer.
39.5 The Parties acknowledge that the amount of penalties in the Contract represents, under Article 1382 of the Civil Code, a fair and reasonable compensation in the event of non-performance. Penalties will constitute the sole remedy under the Contract in favor of the Client in the event of failure to meet the SLAs by BBC and may not exceed an annual amount equal to 5% of the Fee due during each year of the Contract's duration.
40. ACCEPTANCE
40.1 If a formal acceptance, even partial, of the Service provided or the Services rendered is necessary or has been agreed upon in advance between the Parties, the Client must accept the work delivered or the Services provided, or part of them, within 1 (one) week from the moment they are completed and made available by BBC to the Client. In any case, the work or Services will be considered accepted if:
(a) The Client confirms that the delivered/executed work corresponds to the contractual agreements or acceptance criteria; or
(b) The Client has not notified BBC of any non-conformity or significant defect during the acceptance phase; or
(c) The Client proceeds with the implementation of the received work without raising objections or reservations.
40.2 Defects or errors in the Services identified during the acceptance phase must be reported by the Client in a specific report. BBC will remove such defects/errors at its own expense within a reasonably short time. If the problem is considered significant by both parties, BBC must resolve it and, upon completion, return the work result for the Client to proceed with a new acceptance.
40.3 BBC does not provide any warranty regarding changes made by the Client or any third party after the completion of the acceptance phase.
40.4 If no formal acceptance has been agreed upon, the successful outcome of the provided Services must be promptly confirmed by the Client through the signing of the activity confirmation report. Even without the Client's signature, the report on the activities will be considered approved if the Client does not raise any substantial objections in writing within 1 (one) week of receiving the report.
40.5 In the case of software development, minor imperfections, including those that by nature and/or quantity do not reasonably constitute an obstacle to the deployment of the Software, do not provide valid grounds for rejecting acceptance or interrupting the acceptance test, without prejudice to BBC's obligations to remedy such imperfections free of charge.
41. REMOTE SERVICE DELIVERY
41.1 To the extent that the Services described in the Offer or the relevant Service Description are provided partially or entirely remotely, the Client must – in addition to providing the necessary telephone and internet connections – also accept the installation and implementation of standard remote access software provided by BBC, and ensure its functionality for the entire duration of the Contract. Depending on the type of tool to be implemented, it may only be necessary to temporarily download software elements.
41.2 During the download or installation of the remote access tool, the Client will be required to accept the related license terms and data privacy regulations, which will be available in documents during the download/installation process. Upon the Client's request, BBC can provide the aforementioned documentation in advance of the download/installation. The use of the respective remote access tools will also be subject to these General Terms and Conditions. If the Client does not accept the terms and conditions of the remote access tool installation, remote access, as well as the provision of Services by BBC, may not be possible for technical reasons outside of BBC's control. If such Services are still provided, any non-compliance with the agreed SLAs due to the Client's refusal to install the remote access tool will not be attributable to BBC.
41.3 The use of the remote access tool is necessary for support personnel to resolve issues, and it may involve analyzing the Client's system configuration, viewing and processing files and related logs, viewing the Client's screen as well as error messages, and taking control of the system when necessary. In any case, the Client's authorization must be obtained before each remote access session.
41.4 Through remote access, the support personnel may incidentally have access to Personal Data inadvertently left available by the user. In this case, BBC guarantees that such data will be treated in accordance with the law and in compliance with the provisions of Article 15 of these General Terms and Conditions.
41.5 Each remote access will be monitored and recorded for quality assurance purposes.
42. ADDITIONAL TERMS OF SERVICE GOVERNING SOFTWARE SUPPORT SERVICES
42.1 The obligations assumed by BBC under the related Contract expressly exclude maintenance and restoration of uninterrupted and error-free operation of the Software, individual application programming services, IT consultancy, installation, performance enhancement, system optimization, provision of drivers for peripheral units, data and software backup and restoration for the Client.
42.2 In the event that the contracted Services involve, in whole or in part, third-party software provided by the Client, the delivery of such Services by BBC may be (at BBC's sole discretion) conditionally suspended (or omitted, delayed, and/or suspended until) upon written confirmation from the Client (to be provided in the Contract or subsequently) that the Client possesses all necessary licensing rights to allow BBC to perform, in relation to the third-party software, all Services (including modification and/or reprocessing) outlined in the related Contract.
42.3 BBC will be exempt from any liability for omissions, delays, or suspensions in the provision of Services due to the Client's refusal to provide the above statements and warranties, as well as in the case of any third-party disputes concerning the Client's rights and the services performed by BBC regarding the software. Regarding such disputes, the Client will hold BBC harmless and indemnified against any detrimental consequences BBC may suffer as a result of third-party claims. The Client will also be solely responsible for purchasing any updates in the event that the software vendor stops providing patches or updates for a specific version of the product covered by the contract, or if the vendor announces the discontinuation of the version used by the Client.
42.4 Program fixes, patches, and updates provided as part of the Software support services, where applicable, will only be provided after being verified with an anti-virus program.
43. INFRASTRUCTURE SUPPORT SERVICES
43.1 If the Contract includes "return for repair" or "carry-in" service for the Product, the Service will be provided at BBC's laboratories, and the Client will be responsible, at its own expense, for delivering the equipment, or arranging for its delivery, properly packed and with a detailed description of the alleged defect, to BBC's laboratory. BBC will return the equipment at the Client's expense. The risk of loss or damage during transport will be borne by the Client.
43.2 If replacement or repair can be performed by BBC by removing the affected equipment or part of it directly at the Client's site and the Client objects, BBC will have the right to charge the Client any additional costs and will not be responsible for any delays resulting from such objection or for its non-performance in providing the Service.
43.3 Any proactive Services indicated within the Infrastructure support services context are intended as preventive maintenance to identify potential system errors in advance. BBC will be responsible for the described proactive Service, while the general responsibility for the ongoing and uninterrupted operation of the system will remain with the Client.
43.4 Unless otherwise agreed in the Offer, BBC's obligations will not include support services such as product development, application programming, IT consultancy, installation, performance enhancement, system optimization, or backup and restoration of the Client's data or software.
44. SERVICE COSTS
44.1 Without prejudice to the provisions of the General Terms and Conditions, and unless otherwise agreed between the parties, BBC shall have the right to adjust the fees due for the provision of Services starting from January 1st of each calendar year based on the ISTAT index.
44.2 In the case of maintenance costs relating to Third-Party Products or Software, BBC shall be entitled to increase prices following any increases charged to BBC by its respective suppliers. To exercise this right, BBC must inform the Client in writing and in due time prior to the effective date of the new price.
44.3 If BBC performs maintenance on a product more than five (5) years after its installation date, BBC reserves the right to increase the applicable service costs from the date indicated.
45. DUTY OF COOPERATION
45.1 The proper provision of Services by BBV and/or its service partners and/or subcontractors shall depend on the proper fulfillment of the Client's duty of cooperation as defined in the relevant Service Description. If BBV's failure to perform is due, even in part, to the Client’s failure to fulfill its cooperation obligations, BBC shall be released from any and all liability towards the Client. Any additional costs or damages caused by the Client’s acts or omissions shall also be borne by the Client.
45.2 In particular, the Client shall:
(a) Designate to BBC the name of its Representative, pursuant to Article 34.1 above;
(b) Promptly report any faults or errors that occur, as well as any modifications/extensions to the system and/or to interfaces or changes to the installation location/devices relevant to the provision of the Service;
(c) Provide the documents, information, or data necessary for the provision of the Service, including the ID/serial number of purchased Products and Software; and the ID/serial number or other unique Product identifier;
(d) Ensure free and safe access to the installation/operational location of the devices or Products and/or Software subject to the Services, as well as the space required for repairs;
(e) Ensure that the technical installations (especially telephone and electrical connections) required to carry out the Services are available at its own expense and are operational;
(f) If BBC Personnel must work on the Client’s premises, the Client shall provide a workspace compliant with all legal requirements. In particular, the Client must ensure that health and safety regulations are followed at its offices and sites, providing, where necessary and required by law, the D.U.V.R.I. (Interference Risk Assessment Document), indicating specific interference risks and related safety costs. BBC shall have the right to suspend the provision of Services if continuation may negatively impact the health and safety of its personnel.
45.3 In case of remote intervention, the Client must provide the required telecommunications and Internet connections (including a functioning browser), and agree to install and maintain for the entire duration of the Service a standard utility software for remote access (for system configuration analysis, file viewing/editing, screen recording and comments, and remote control) provided by BBC. The ownership rights to the remote access tool shall remain with the respective owner.
45.4 Data transfers between the Client’s system and BBC will be encrypted.
45.5 Remote access sessions may be monitored or recorded by BBC for quality control purposes.
46. NON-SOLICITATION OF THE OTHER PARTY'S EMPLOYEES
46.1 In the event Services are provided, the Client and BBC agree that, during the period in which BBC is providing services to the Client and for 12 (twelve) months following that period, each Party shall refrain from recruiting and/or hiring employees of the other Party who are or were involved in the provision of the Services, and shall not hire such employees through third parties.
46.2 In the event of breach of this clause by the Client, the Client shall pay BBC a penalty of EUR 50,000 (fifty thousand), payable immediately, without prejudice to BBC’s right to terminate the Contract under Article 1456 of the Italian Civil Code and to claim further damages.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following clauses of these General Terms and Conditions are specifically approved:
4 (FEES); 5 (INVOICING AND PAYMENT TERMS); 6 (INTELLECTUAL PROPERTY RIGHTS); 7 (DISPUTES CONCERNING ALLEGED INTELLECTUAL PROPERTY RIGHTS VIOLATIONS); 11 (PRODUCT AND/OR SOFTWARE COMPLIANCE AND WARRANTY TERMS); 13 (LIMITATION OF LIABILITY); 15 (PERSONAL DATA PROTECTION); 16 (SUBCONTRACTING); 17 (EXPORT RESTRICTIONS); 18 (CODE OF ETHICS – ORGANIZATIONAL MODEL UNDER LEGISLATIVE DECREE NO. 231/2001); 23 (ASSIGNMENT OF CREDIT AND CONTRACT); 26 (APPLICABLE LAW AND JURISDICTION); 28 (BINDING NATURE OF GENERAL TERMS); 30 (PRICES AND COSTS); 32 (EXCLUSIVE RIGHTS); 35 (CONTRACT DURATION); 37 (CLIENT OBLIGATIONS); 38.2 (regarding changes to Services by BBC); 39.5 (regarding the maximum penalty limit); 42 (SUPPLEMENTARY TERMS GOVERNING SOFTWARE SUPPORT SERVICES); 45 (DUTY OF COOPERATION); 46 (NON-SOLICITATION OF THE OTHER PARTY'S EMPLOYEES).