1. ACCEPTANCE, VALIDITY AND RIGHT TO AMEND THE GENERAL CONDITIONS

1.1. These General Terms and Condition of Sale apply to any contract between D-One Software House (hereinafter referred to as “SELLER”) and its Customers (hereinafter referred to as “CUSTOMER”) for the sale of Hardware, Software, Professional Consulting, Assistance, Development, Installation and Maintenance (hereinafter referred to as “PRODUCTS”). These terms and conditions replace any previous contractual relationship use or custom.

1.2. These General Terms and Conditions of Sale, undersigned for acceptance, shallbe considered valid and effective, subject to changes thereof, for all possible and subsequent relationships between the SELLER and the CUSTOMER (hereinafter referred to “THE PARTIES”) that have the object, without the need for new subscriptions.

1.3. These General Terms and Conditions of Sale apply to all the relations between THE PARTIES unless not expressly waived from special conditions accepted in writing.

1.4. These General Terms and Conditions of Sale, as well as any special terms, are considered accepted by the CUSTOMER even if they differ from the general or specific purchasing conditions of the CLIENT. The latter shall bind the SELLER only if expressly accepted in writing.

A) Completeness of Specifications:
Customer agrees that all specifications of the software development project provided to D-One are complete and final. The Customer acknowledges that any item not explicitly mentioned in the specification list will be considered as not included in the initial design and, accordingly, any request for addition or modification of such items will be subject to a new assessment and offer.

B) Interpretation of Specifications:
In the event that a specification is considered ambiguous or subject to different interpretations, D-One will have the right to decide the most appropriate development approach using the standard tools and functionalities available on the Nios4 platform, unless otherwise indicated in writing by the Customer. D-One’s decision in this context will be final and binding on the Customer.

C) Approval of Development Specifications:
The Customer is required to formally review and approve all development specifications before work begins. With the approval of the specifications, the Customer relieves D-One of any liability for any omissions or errors not identified at the time of approval.

D) Communications on Development Specifications:
Customer agrees that all notices relating to development specifications, changes, or any important details relating to the project shall be provided in writing. D-One will not accept project specifications transmitted via telephone communications. Any telephone communication will not be considered valid or binding for the purposes of the project. This ensures clarity, traceability and formal agreement on all required specifications and changes.

E) Post-approval Specifications:
Any change requested by the Customer following the approval of the initial specifications will be subject to separate review and approval, including any economic adjustments necessary to implement such Specifications.

1.5. Any person acting on behalf of the CUSTOMER shall represent him and commit him to the SELLER.

1.6. The contract is not transferable to third parties.

1.7. The SELLER reserves the right not to initiate and/or terminate the contract if the financial information relating to the CUSTOMER is not satisfactory or proves to be satisfactory after its acceptance.

2. Prices and withdrawal

3. ORDERS AND CONCLUSION OF THE CONTRACT

3.1. The estimate sent by the SELLER, signed by the CUSTOMER and without any modification, constitutes an order from the CUSTOMER. Assuming that the CUSTOMER may send the quote unsigned and still make the total payment or as advance, the quotation is deemed as accepted in all its parts.

3.2. Orders sent by the CUSTOMER to the SELLER have the value of irrevocable proposal by the CUSTOMER for 60 days, which shall be effective from the moment of receipt by the SELLER.

3.3. The sales and/or service contract are considered concluded in the moment the SELLER accepts the CUSTOMER’s order. Such acceptance shall be expressed only by sending a copy of the contract signed by the SELLER via e-mail or fax.

3.4. CUSTOMER’s orders must be received at the following address:

D-One Software House di Sbreviglieri Davide
Via Genova, 12 – 41012 Carpi (MO), Italy
Certified e-mail: amministrazionedone@pec.it
Administration staff: amministrazione@d-one.info

Fax: (+39) 059/8672324

3.5. The economic proposals issued by the SELLER are valid 30 days from the date indicated at the bottom of the document. On the expiry of the deadline specified, the SELLER reserves the right to change or confirm the economic quotation of the submitted project.

3.6. All the purchased costs of the material and/or services and/or work not expressly specified are excluded from the quotes and the contracts of the SELLER. All additional activities not included in the estimate delivered by the SELLER to the CUSTOMER shall be counted in the final balance.

3.7. In case of cancellation of the already confirmed activities by the CUSTOMER, the payment of 100% of the amount shall be expected within 15 workdays before the delivery and the payment of 95% of the total in all other cases.

4. DELIVERY

4.1. The SELLER shall provide for the delivery of the PRODUCTS required by the CUSTOMER only after the latter has provided for the advanced payment of the order or has agreed in writing different forms of payment. Products shall be sent within a reasonably short time, depending on the availability of the same, and in any case no later than 30 (thirty) days from the payment of the CUSTOMER. The CUSTOMER shall bear the transportation costs, as well as insurance.

4.2. Transportation and insurance costs shall be charged in the sales invoice.

4.3. The CUSTOMER shall provide its obligation in accordance with the provisions of the following Title 5 (Conditions of Payment), that is to say, no later the expected expiry date for payment indicated in the order confirmation.

4.4. The SELLER shall not bear the risk of loss or damage to the PRODUCTS from the moment they are consigned to the carrier.

4.5. Delivery terms are indicative and non-essential.

4.6. Every single order or delivery are considered autonomous and independent.

4.7. The SELLER shall reserve the right to process the order also trough partial deliveries. The CUSTOMER shall declare in advance in writing whether he intends to refuse any partial delivery of the products.

4.8. Whether the delivery of the ordered goods is made impossible or more expensive by causes not dependent on his will, the SELLER may terminate the contract through written communication to the COSTUMER. The SELLER shall deem the agreement as concluded by confirmation of the order.

4.9. Unless expressly otherwise agreed in writing, the order fulfilment by the SELLER beyond the delivery terms provided shall not give the CUSTOMER the right to request the termination of the contract, being expressly invoked the clause of «solve et repete» (Article 1462 of the Italian Civil Code).

4.10. The CUSTOMER shall waive all claims against the SELLER for delivery delays, even when such delay is reflected in damage to the CUSTOMER.

4.11. Whether the CUSTOMER wishes to terminate the contract due to a delay in delivery, he shall invite the SELLER in writing to process the order, or the part of the order not satisfied, within a reasonable period, which shall not exceed 15 days. The contract is considered terminated whether the SELLER has not provided for delivery of the goods within the deadline assigned to him.

4.12. Unless the CONSUMER has not previously communicated the intention to apply only the full order fulfilment, according to article 4.9 of these General Terms and Condition of Sale, in no case the CUSTOMER may refuse or delay the payment of the goods delivered to him following an order, even though only partially executed.

4.13. The SELLER is not obliged to accept returns of the products supplied. In no case, returns of materials shall be accepted, unless the products return undamaged in their original packaging, complete with all parts and without stickers or labels other than the original ones.

4.14. The shipping costs of returns shall be always in charge of the CUSTOMER. The SELLER may reserve the unquestionable right to reject all or part of the returned products in the following cases: missing or tampered packaging, the incomplete shipment of the goods, absence of the RMA number and goods with alterations to their original state.

4.15. The development times of the project shall be declared from the SELLER in the phase of budgeting and the development and the definitive delivery cannot be beyond six months from the date of the order.

5. CONDITIONS OF PAYMENT

5.1. The CUSTOMER shall pay the price indicated in the order confirmation and the payment shall be made through bank transfer or receipt according to the agreement. The amount shall be paid no later than 10 days from the date of receipt of the order confirmation or by the scheduled date for the payment deadline indicated in the order confirmation, whether it is a deferred payment. The CUSTOMER shall fulfil its obligations by money transfer or receipt on the bank account details that the SELLER shall send to CUSTOMER from time to time.

5.2. Upon the SELLER’s verbal or written request, the CUSTOMER shall agree to indicate the details of the wire transfer, in the form of a payment receipt with the transaction reference number or another equivalent document.

5.3. The down payment paid by the CUSTOMER are considered an advance and shall not constitute a deposit. Nevertheless, the SELLER shall reserve the right to retain the advanced payments due to the non-performance of the contract by the CUSTOMER, without prejudice to further damages.

5.4. Whether the payment is not received within the terms and conditions indicated in these General Terms and Conditions of Sale, the SELLER may, at its discretion, suspend or cancel the order, rescinding the contract.

5.5. The SELLER shall reserve the unquestionable right not to proceed with the shipment of the PRODUCTS or the provision of the services, even after accepting the order, towards the CUSTOMER, which is unreliable, involved in litigation or unjustified outstanding unsolved.

5.6. The application of default interest by the SELLER shall follow the relevant legislation, which is the Italian Legislative Decree No.231/2002 (EU Directive No. 2000/35/EC).

5.7. Under no circumstances may the CUSTOMER waive the payment of invoices or individuals instalments at the agreed deadlines by expressly recalling the clause of «solve et repete» (Article 1462 of the Italian Civil Code).

5.8. Any claims relating to invoices issued by the SELLER shall be brought to the attention of the SELLER by registered letter sent within 10 days of the receipt of the invoice. In the event this may not happen, the invoices are considered accepted without reservation.

5.9. Under any circumstances, no complaints shall justify the delay or non-payment.

5.10. In the event of default or termination of the contract due to COSTUMER’s fault, the SELLER shall require a compensation of the flat-rate damage equal to 30% of the total sale price, except for the further damages.

5.11. About the versions for iOS and MAC OS X, whether Apple Store rejects the publication of the App for reasons not attributable to the programming code, then for reasons of commercial and disclosure, the claimant shall pay to D-One amount agreed upon at the time of order confirmation. The reasons of refusal shall be notified to the Apple Developer Account to the Administrator as well as to the holder of the project in public form, so D-One is relieved of responsibility for any failure and not publications from Apple Auditors.

6. ACCEPTANCE OF THE PRODUCTS – DEFECTS

6.1. In case of «defects of the product sold» found in the PRODUCTS according to the Article 1490 and following of the Italian Civil Code, the CUSTOMER shall report them to the SELLER within the terms of the law.

6.2. Whether no complaint has been lodged within the legal terms, the PRODUCTS shall be deemed accepted by the CUSTOMER.

6.3 In case of defects, the SELLER shall authorize the CUSTOMER to return the PRODUCTS only after having assessed the actual existence of the defect or the non-compliance of the PRODUCTS with the order issued by the CUSTOMER.

6.4. The SELLER shall authorize the CUSTOMER to return the PRODUCTS only through express written notice and the production of an RMA number, which must be indicated on the transport document.

6.5. The SELLER cannot accept the defects, whether the warranty is overdue or the PRODUCTS have been tampered with, disassembled or modified. For Software products, the warranty shall expire whether the CUSTOMER or third parties modify, even partially, the data and the structure delivered by the SELLER, as well as the CUSTOMER performs updates and/or changes of access, server and connection services.

6.6. The warranty on all the parts of the software is valid for 1 month from the date of delivery and/or publication of the project. The warranty times on the customizations made by D-One on the application are equal to 30 days from the date of execution and include errors and malfunctions that can be replicated by the D-One Technicians. All changes to the software and database structure, not performed directly by the D-One Technical department, provide for the cancellation of the standard warranty on the software itself, on all associated services and customizations made, following the direct request of the Customer.

6.7. Compatibility shall be ensured for the last two versions of the operating systems in use and Web applications with the Edge version and the last two available versions for browsers.

Purchases of the Software Licenses of the PRODUCTS and the Support Services offered by the SELLER are regulated by Terms of the License Sale Agreement which can be consulted at this Link.

7. GUARANTEE OF PRODUCT ADEQUACY TO EU STANDARDS

7.1. The SELLER shall guarantee that PRODUCTS purchased by the COSTUMER comply with the relevant EU standards, including the safety and accident prevention standards, in force in the European Community. For software products, the originality of the software parts and components is confirmed.

8. AGREEMENT FOR RETENTION OF TITLE

8.1. Goods with a unit value of more than € 500,00, although delivered to the CUSTOMER, shall remain the exclusive property of the SELLER until the total payment of the price, according to the Conditions of Payment indicated in Title 5.

8.2. Until the full payment of the price, the CUSTOMER shall not have the goods or the software, which shall be used with the utmost diligence. The delay in the payments by the CUSTOMER shall legally produce the forfeiture of the benefit of the term (Article 1186 of the Italian Civil Code). Consequently, the SELLER may demand the immediate payment of the remaining price or, at its choice, the dissolution of the contract with the immediate return of the goods sold, to which the CUSTOMER shall consent without opposing exceptions.

8.3. In the latter case, the SELLER shall retain the sums already collected as compensation for the use and depreciation of the goods and damages, without prejudice to the possibility of resorting to legal proceedings for compensation for the increased damage suffered by the SELLER.

8.4. Whether the goods sold are affected by foreclosure or other legal action before the full payment of the price, the CUSTOMER shall give immediate written notification to the SELLER and report to the Judicial Office and the previous that the SELLER, according to this agreement, owns the said goods. The CUSTOMER shall also inform the SELLER in advance of any chancing of the registered office to another location. The SELLER shall reserve the right to perform the transcript for the privilege (Article 2672 of the Italian Civil Code).

9. PROPERTIES OF THE SOFTWARE CODE

9.1. Unless otherwise agreed, the provision of code development services, regardless of the programming language used and the use of the product code shall imply the exclusive intellectual property of the said code to the SELLER, who shall grant only its use to the CUSTOMER, without prejudice to the following articles 9.3 and 9.4. The supply of services, such as Domains, Hosting, SSL Certificates, dedicated servers and Cloud systems, shall apply the said terms and reapply the special conditions provided by the Suppliers, to which the SELLER may rely on, to the CUSTOMER.

9.2. Unless otherwise agreed, the CUSTOMER shall not be authorized in any way to sell, modify, divulge, rent and cede the executable code and/or the related sources produced by the SELLER to third parties.

9.3 The SELLER shall reserve the unquestionable right to stop the code development or to suspend the right of its use towards the CUSTOMER, who is unreliable, involved in litigation or unjustified outstanding unsolved.

9.4. The source code of the developed software may be available for computer consultation only at the CUSTOMER; however, the CUSTOMER shall not be authorized in any way to use these sources for purposes other than consultation, in order to understand the logic of the program. The CUSTOMER shall expressly waive any form of compilation, derivation, concession and/or sale of the source code and shall prevent the copy or use by third parties not expressly authorized by the SELLER.

9.5. The SELLER shall guarantee by contract that the staff employed by him and the staff employed by third parties in charge are not entitled to copyright on the results of the work.

9.6. The SELLER shall guarantee the non-infringement of third-party protection rights recognized in Italy with his offers and his services.

10. IMPORT RESTRICTION

10.1. The CUSTOMER shall comply with the rules on export control declared by the United States of America as well as the legislation of the European Union and its Member States on the matter. In the case of the export of the PRODUCTS outside the European Union, the CUSTOMER shall obtain the prior written authorization of the manufacturer and the SELLER.

10.2. In case of non-compliance with the regulation expressed in the previous point the CUSTOMER shall indemnify the SELLER from all resulting damages, costs and expenses.

11. USE IN RISK ENVIRONMENTS

11.1. The CUSTOMER is expressly warned that some PRODUCTS cannot be used in any way in a nuclear environment or any other environment at risk. The CUSTOMER shall respect any precautions and restrictions of use made in this regard by the manufacturers and the SELLER.

11.2. The CUSTOMER shall indemnify the SELLER from any damages, costs or liability that it may incur in the event of use in violation of this clause and/or the reservations and precautions of use made by the manufacturers and the SELLER in this regard.

11.3. All works in height, walls and/or special authorization requests arising from the environment and/or operating outside the normal security of the personnel shall be excluded from any work, quotation or contract of any kind, unless such transactions are expressly mentioned in the contract or the estimate and the CUSTOMER has thereby fulfilled all legal obligations towards the SELLER and its staff, fully indemnifying the SELLER.

12. CONFIDENTIALITY AND DATA PROTECTION (FOR SERVICES AND CONSULTATIONS)

12.1. The PARTIES shall respect the confidentiality of facts and data which may not known or accessible to the public. This obligation shall be imposed on third parties in charge. In case of doubt, the facts or data shall be treated confidentially. This obligation to respect confidentiality shall already exist before the conclusion of the contract and after the termination of the contractual relationship, respectively after the fulfilment of the agreed performance. The legal observation to provide information shall remain reserved.

12.2. The SELLER may make the subject matter and essential contents of the tender request known to potential third parties in charge.

12.3. The sources of the software developed by the SELLER or his appointees, even at the CUSTOMER’s specific request, shall be considered confidential and therefore covered by confidentiality and data protection.

12.4. The current regulations on data protection shall be observed. Additional requirements for data and security protection shall be agreed.

13. ACCURATE EXECUTION

13.1. The SELLER shall be liable for the compliant and accurate performance of his services, limited to the diligence in the execution of his duties.

14. LIABILITY FOR DAMAGE

14.1. In the context of the contractual relationship, the SELLER shall be liable for any damage caused directly by him or by a third party in charge, unless he proves that no fault is attributable to him or the third party appointed. The maximum amount that may be required for the damages shall be equal to 5% of the contract value.

14.2. The SELLER shall not be liable in any way for damages arising from the use by the CUSTOMER of hardware and/or software tools provided by the SELLER.

14.3. The liability of the SELLER towards the CUSTOMER for lost profit shall expressly be excluded.

15. PERSONAL DATA PROCESSING

15.1. The CUSTOMER shall authorize the SELLER to use personal data as provided by the Italian Law No. 675/96 and subsequent amendments and/or additions.

16. SCOPE OF APPLICATION – PLACE OF JURISDICTION

16.1. Any dispute relating to the General Terms and Conditions of Sale and/or the Contracts governed by them shall be granted to the exclusive jurisdiction of the Court of Modena, Italy.

16.2 The contract between the SELLER and the CUSTOMER, as well as everything not expressly provided for in these General Terms and Conditions of Sale, is governed by the Italian law.

EXPRESS APPROVAL ACCORDING TO ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE IN THE FOLLOWING CLAUSES:

1.1. (form of the waiver agreement), 1.2. (written acceptance of the delivery conditions), 1.4. (priority value of conditions), 1.7. (unilateral termination), 2.1. (price increase), 2.5.-2.6.-2.7. (schedules and costs), 3.5. (validity of offers), 3.6. (costs not specifically specified), 3.7. (cancellation of activity), 4.1. (goods carried at the customer’s risk), 4.4. (risks of loss or damages), 4.9. (written refusal of partial deliveries), 4.10. (waiver of recourse), 4.13.-4.14. (return procedure), 5.3. (advance payment), 5.5. (refusal of shipment), 5.7. (solve et repete), 5.10. (penalty), 5.11. (failure to publish project Apple system), 6.2. (terms of complaint), 6.5. (tampering), 6.6. (software warranty), 6.7. (compatibility with operating systems), 8.1.-8.2. (property), 8.3. (depreciation), 8.4. (exemption from foreclosure from third parties), 9.1. (intellectual property), 9.3. (suspension of the use), 9.4. (waiver of compilation), 10.1. (export limitation), 11.2. (full assumption of liability), 14.1.-14.2.-14.3. (limitation of liability), 16.1. (place of jurisdiction)