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General Terms of Supply

General Terms and Conditions of Supply

1. Acceptance, validity and right to modify the general conditions

1.1. Any contract between D-One Software House by Sbreviglieri Davide (hereinafter referred to as the "SELLER") for the sale of Hardware, Software, Professional Consulting Services, Support, Development, Installation, and Maintenance (hereinafter referred to as the "PRODUCTS") to its Clients (hereinafter referred to as the "CLIENT"), shall be governed by these General Terms and Conditions of Sale, which replace any previous contractual relationship, usage, or custom.

1.2. These General Terms and Conditions of Sale, signed for acceptance, shall be considered valid and effective, unless amended, for all possible and subsequent relationships between the SELLER and the CUSTOMER (hereinafter referred to as "THE PARTIES") that have the same subject matter, without the need for a new signature of the same.

1.3. These general conditions of sale govern all relations between THE PARTIES unless expressly derogated by special conditions agreed in writing.

1.4. These general conditions, as well as any special conditions, are deemed accepted by the CLIENT even if they differ from the CLIENT's general or special purchasing conditions. The latter will only bind the SELLER if expressly accepted in writing.

A) Completeness of Specifications:
The Client agrees that all software development project specifications provided to D-One are complete and final. The Client acknowledges that any element not explicitly indicated in the list of specifications will be considered as not included in the initial project and, consequently, any request to add or modify such elements will be subject to a new evaluation 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 on the most appropriate development approach using the standard tools and features available on the Nios4 platform, unless otherwise indicated in writing by the Client. D-One’s decision in this context will be final and binding for the Client.

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

D) Communications Related to Development Specifications:
The Client agrees that all communications relating to development specifications, changes, or any important detail relating to the project must 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 consent on all requested specifications and changes.

E) Post-Approval Changes:
Any change requested by the Client after approval of the initial specifications will be subject to separate review and approval, including any necessary financial adjustments to implement such changes.

1.5. Any person acting on behalf of the CLIENT will represent and bind the CLIENT towards the SELLER.

1.6. The contract is not transferable to third parties.

1.7. The SELLER reserves the right not to proceed with and/or to terminate the contract if the financial information relating to the CLIENT is not satisfactory or is found to be so after acceptance of the same.

2. Prices and withdrawal

2.1. Unless otherwise contractually agreed, the Seller's offers and price lists are those indicated in the quotations and formal offers that are sent to the CLIENT from time to time. However, these, limited to hardware products and third-party software, may be modified by the Seller even without prior notice.

2.2. Orders, even if confirmed, are considered accepted subject to any price increases imposed by suppliers or resulting from circumstances beyond the SELLER's control. In such cases, the SELLER shall have the right to increase the sales prices charged to the CLIENT in proportion to the increase it incurs.

2.3. The prices applied are ex warehouse, packaging costs, cash on delivery fees, VAT and taxes excluded; all shipping costs and any additional services are borne by the CLIENT.

2.4. With regard to services, all travel expenses, tolls, parking, meals, and any overnight stays are charged separately to the CLIENT.

2.5. The services will be carried out on weekdays with working hours from Monday to Friday from 08:30 to 12:30 and from 14:30 to 18:30.

2.6. Services performed outside normal working hours on weekdays will be increased by 50%. Services performed outside normal working hours on holidays and days before holidays will be increased by 100%.

2.7. The CLIENT, pursuant to art. 3 of Legislative Decree 2016/2005 (so-called "Consumer Code"), i.e. the one acting for purposes unrelated to entrepreneurial or professional activity, shall have the right to withdraw within 10 (ten) days from this contract without any penalty, by written communication sent by registered letter with return receipt to D-One Software House Via Genova 12, 41012, Carpi (MO) or by certified email (PEC) to the address amministrazionedone@pec.it.
After this period, the CLIENT will no longer be entitled to any refund. For purchases made by the CLIENT through D-One's sales channels relating to Customization and Support services, the right of withdrawal and refund does not apply.
From the moment D-One has taken charge of the work confirmed by the CLIENT and/or the CLIENT uses the Support services, any right of withdrawal and refund lapses.
In any case, any other liability of D-One for the exercise of the right of withdrawal and/or non-use of D-One's Cloud services by the CLIENT or the consequent right of the latter to claim any other refund or compensation or indemnity is expressly excluded.

3. Orders and Conclusion of the Contract

3.1. The estimate sent by the SELLER, signed by the CLIENT and without any modification, constitutes an order by the CLIENT. Even in the case where the estimate is not sent signed by the CLIENT, but full or partial payment is made as an advance, the estimate is considered accepted in all its parts.

3.2. Orders sent by the CLIENT to the SELLER are considered an irrevocable offer by the CLIENT for sixty days starting from the moment of receipt by the SELLER.

3.3. The sales and/or service contract shall be considered concluded at the moment the SELLER has accepted the CUSTOMER's order. Such acceptance will be expressed only by sending a copy of the contract signed by the SELLER via email or alternatively by fax.

3.4. The CLIENT's orders must be sent to the following address:

D-One Software House by Sbreviglieri Davide
Via Genova, 12 - 41012 Carpi (MO)
PEC: amministrazionedone@pec.it
Administration: amministrazione@d-one.info

3.5 The economic proposals issued by the SELLER are valid for 30 days from the date shown at the bottom of the document. Upon expiration of the indicated term, the SELLER reserves the right to modify or confirm the economic quotation of the presented project.

3.6 All costs for the purchase of materials and/or services and/or processing not expressly specified are excluded from the SELLER's quotations and contracts. All additional activities, not included in the estimate delivered by the SELLER to the CLIENT, will be charged on a time and materials basis.

3.7 In case of cancellation by the Client of activities already confirmed, payment of 100% of the amount is required within 15 working days prior to delivery and 95% of the amount in all other cases.

4. Delivery

4.1. The SELLER will arrange for the shipment of the PRODUCTS requested by the CLIENT only after the latter has made advance payment for them or has agreed in writing to different payment terms. The products will be sent within a reasonably short time, depending on their availability, and in any case no later than 30 (thirty) days from receipt of payment by the CLIENT, who will bear the costs of transport as well as insurance.

4.2. Transport and insurance costs will be charged on the sales invoice.

4.3. The CLIENT shall fulfill its obligation in accordance with the provisions set forth in the following title 5 (Payment Terms), that is, no later than the due date for payment indicated in the order confirmation.

4.4. The SELLER is not liable for the risk of loss or damage to the PRODUCTS from the moment they have been delivered to the carrier.

4.5. The delivery terms are indicative and not essential.

4.6. Each individual order or delivery is considered autonomous and independent from any other order or delivery.

4.7. The SELLER reserves the right to fulfill the order also through partial deliveries. If the CLIENT intends to refuse any possible partial delivery of the goods, they must declare this in advance in writing.

4.8. In the event that the delivery of the ordered goods becomes impossible or in any case more burdensome due to causes not attributable to its will, the SELLER may terminate, by means of a simple written communication to the CLIENT, the contract concluded through order confirmation by the SELLER.

4.9. Unless otherwise expressly agreed in writing, the fulfillment of the order by the SELLER beyond the expected delivery terms will not entitle the CLIENT to request the termination of the contract, as the "solve et repete" clause (art. 1462 Civil Code) is expressly recalled.

4.10. The CLIENT waives any claim for recourse against the SELLER for delays in delivery, even when such delay results in damage to the CLIENT.

4.11. Should the CLIENT wish to terminate the contract due to a delay in delivery, they must request in writing that the SELLER fulfill the order, or the unfulfilled part of the order, within a reasonable period of time, in any case not less than 15 days. The contract shall be considered terminated if the SELLER has not made the delivery within the assigned period.

4.12. Unless the CLIENT has previously communicated, according to art. 4.9, that they intend to accept only the complete fulfillment of the order, under no circumstances may the CLIENT refuse or delay payment for the goods delivered to them based on an order that has been even only partially fulfilled.

4.13. The SELLER is not obliged to accept returns of supplied products. Under no circumstances will returns of materials be accepted unless they are returned intact, in their original packaging, undamaged, and without stickers or labels other than the original ones.

4.14. The shipping costs for returns will always be borne by the CLIENT. The SELLER reserves the unquestionable right to totally or partially reject returned products in the following cases: missing or tampered packaging, incomplete shipment of goods, absence of the RMA number, goods that show alterations compared to their original condition.

4.15 The project completion times will be declared by the SELLER during the quotation phase and the development and final delivery cannot exceed six months from the date of the order.

5. Payment Terms

5.1. Payment of the price indicated in the order confirmation, which must be made, as agreed, by bank transfer or bank receipt, shall be made by the CLIENT within and no later than ten days from the date of receipt of the order confirmation or by the payment due date indicated in the order confirmation, in the case of deferred payment. The CLIENT shall fulfill its obligations by bank transfer or bank receipt to the bank details that the SELLER will provide to the CLIENT from time to time.

5.2. The CLIENT undertakes, upon simple verbal or written request from the SELLER, to provide the details of the payment made, in the form of a payment receipt with CRO number or other equivalent document.

5.3. The deposits paid by the CLIENT are to be considered as an advance and do not constitute a down payment. Nevertheless, in the event of non-performance of the contract by the CLIENT, the SELLER shall have the right to retain the deposits paid, without prejudice to greater damages.

5.4. If payment is not received within the terms and in the manner indicated by these General Terms and Conditions of Sale, the SELLER may, at its discretion, suspend or cancel the order, thereby terminating the contract.

5.5. The SELLER reserves the unquestionable right not to proceed with the shipment of the Product or the provision of the service, even after accepting the order, towards Customers who are unreliable, in dispute, or who have unjustified outstanding payments.

5.6. The application of late payment interest by the Seller will follow the Reference Legislation, in this case the application of Legislative Decree no. 231/2002 (Community Directive no. 2000/35/EC).

5.7. For no reason may the CLIENT refrain from paying the invoices or individual installments by the agreed deadlines, as the "solve et repete" clause (art. 1462 Civil Code) is expressly invoked.

5.8. Any complaints regarding invoices issued by the SELLER must be brought to the attention of the SELLER by registered letter sent within 10 days of receipt of the invoice. Otherwise, the invoices shall be considered accepted without any reservation.

5.9. No claim can, under any circumstances, justify delay or non-payment.

5.10. In the event of non-fulfillment or termination of the contract due to the CLIENT'S fault, the SELLER shall be entitled to lump-sum compensation for damages equal to 30% of the total sale price, without prejudice to greater damages.

5.11 With reference to the versions for iOS and MAC OS X, should the Apple Store reject the publication of the App for reasons not attributable to the programming code, therefore for commercial and disclosure reasons, the client must pay D-One the entire amount agreed upon at the time of order confirmation. The reasons for rejection will be notified to the Apple Developer Account of the Administrator as well as the project owner in a public form, therefore D-One is to be considered exempt from responsibility for any rejections and non-publications by Apple Reviewers.

6. Acceptance of products – Defects

6.1. In case of "defects of the sold item" found in the PRODUCTS pursuant to articles 1490 et seq. of the Civil Code, the CLIENT must report them to the SELLER within the terms established by law.

6.2. If no complaint has been submitted within the legal deadlines, the PRODUCTS shall be considered accepted by the CLIENT.

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

6.4. The SELLER will authorize the CUSTOMER to return the PRODUCTS only with express written communication, which will take place through the issuance of an RMA number that must be obligatorily indicated on the transport document.

6.5. The warranty will be void, and therefore defects will not be accepted by the Seller if the PRODUCTS have been tampered with, disassembled, or modified. For Software products, the warranty will be void if the CLIENT or third parties modify even partially the data and structure delivered by the SELLER, as well as if the CLIENT performs updates and/or changes to access, Server, and connection services.

6.6 The warranty on all parts of the software is valid for 1 month from the date of project delivery and/or publication. The warranty period for customizations made by D-One on the application is 30 days from the date of execution and covers errors and malfunctions that can be replicated by D-One Technicians.
All modifications to the Software and the structure of the Databases, not carried out directly by the D-One Technical department, will result in the cancellation of the standard warranty on the Software itself, on all associated services, and on customizations performed following the direct request of the Client.

6.7 Compatibility with the last 2 operating systems in use is ensured, and for web applications, with the Edge version and the last two available browser versions.

6.8 The purchase of Software Licenses for the PRODUCTS and the Support Services offered by the SELLER are governed by the Terms of the License Sale Agreement available at this link.

7. Guarantee for the compliance of products with EU regulations

7.1. The SELLER guarantees that the Products purchased by the Buyer comply with the relevant EU regulations, expressly including the regulations on safety and accident prevention, in force in the European Community. For Software products, the originality of the parts and software components produced is confirmed.

8. Retention of Title Clause

8.1. Goods with a unit value exceeding €500.00, even if delivered to the CLIENT, remain the exclusive property of the SELLER until full payment of the price according to the Payment Terms indicated in point 5.

8.2. Until full payment of the price has been made, the CLIENT may not dispose of the goods or the Software, which must be used with the utmost diligence. Any delay in payments by the CLIENT will automatically result in the loss of the benefit of the term (art. 1186 Civil Code); consequently, the SELLER may demand immediate payment of the remaining price or, at its discretion, the termination of the contract with the immediate return of the goods sold, to which the CLIENT undertakes to consent without raising any objections.

8.3. In this latter case, the amounts already collected will be retained by the SELLER as compensation for the use and depreciation of the goods and for damages, without prejudice to the possibility of taking legal action for compensation for further damages suffered by the SELLER.

8.4. Should the goods sold be subject to attachment or other judicial actions before full payment of the price, THE CLIENT must immediately notify the SELLER in writing, also notifying the competent Judicial Office and the previous one that the goods are owned by the SELLER by virtue of this contract. THE CLIENT must also inform the SELLER in advance of any relocation of the headquarters to another location. The SELLER reserves the right to carry out the registration (art.2762 C.C.) for the privilege

9. Code ownership

9.1. Unless otherwise contractually agreed, the provision of services related to code development, regardless of the programming language used and the use of the produced code, implies the intellectual property of said code is exclusively held by the SELLER, who grants only the use of the produced code to the CLIENT in the form of a License, except as provided in articles 9.3 and 9.4. With regard to the provision of services such as Domains, Hosting, SSL certificates, dedicated servers, Cloud systems, in addition to these terms, the specific conditions provided by the Suppliers used by the SELLER shall also apply, and these are extended to the CLIENT.

9.2. Unless otherwise contractually stipulated, the CLIENT is not authorized to sell, modify, disclose, rent or transfer in any way the executable code and/or the related source code produced by the SELLER to third parties.

9.3. The SELLER reserves the unquestionable right to interrupt the development of the code or to suspend the CLIENT's right to use it, in relation to unreliable Clients, those in dispute, or those with unjustified outstanding payments.

9.4. The source code of the developed software may be available for consultation only on a computer at the CLIENT'S premises, however, the CLIENT is in no way authorized to use said source code for purposes other than consultation in order to understand the logic of the program. The CLIENT expressly waives any form of compilation, derivation, granting and/or sale of the source code and to prevent its copying or use by third parties not expressly authorized by the SELLER.

9.5. The SELLER contractually guarantees that the personnel employed by him and the personnel employed by third parties appointed by him are not entitled to copyright on the results of the work.

9.6. The SELLER guarantees that, with its offer and its services, it does not infringe protection rights of third parties recognized in Italy.

10. Export restriction

10.1. The CLIENT undertakes to comply with export control regulations promulgated by the United States as well as the legislation of the European Union and its Member States in this matter. In the event of exporting products outside the European Union, the Client must obtain prior written authorization from the manufacturer and the SELLER.

10.2. In case of non-compliance with the provision referred to in the previous point, the CLIENT shall hold the SELLER harmless from all resulting damages, costs, and expenses.

11. Use in hazardous environments

11.1. The CLIENT is expressly warned that some products cannot be used in any way in a nuclear environment or in any other hazardous environment. The CLIENT undertakes to comply with every precaution and restriction of use made in this regard by the manufacturers and the SELLER.

11.2. The Customer undertakes to hold the SELLER harmless from all damages, costs or liabilities that it may incur in the event of use in violation of this clause and/or the warnings and precautions for use made by the manufacturers and the SELLER, in this regard.

11.3 From any work, estimate or contract of any kind, all work at height, masonry work and/or work requiring special authorizations deriving from the environment and/or operations outside the normal safety situations for personnel are excluded, unless such operations are expressly mentioned in the contract or estimate and, in this case, the CLIENT has fulfilled all legal obligations towards the SELLER and its personnel, providing full indemnity to the SELLER itself.

12. Confidentiality and data protection (for service provision and consulting)

12.1. THE PARTIES undertake to respect confidentiality regarding facts and data that are not well-known or accessible to the public. This obligation must also be imposed on third parties entrusted with tasks. In case of doubt, facts and data must be treated confidentially. This obligation to maintain secrecy exists even before the conclusion of the contract and continues after the end of the contractual relationship, or after the fulfillment of the agreed service. The legal obligation to provide information remains reserved.

12.2. The SELLER may disclose to potential third parties the subject and essential contents of the request for offer.

12.3. The sources of the software developed by the SELLER or by its representatives, even upon specific request of the CLIENT, are to be considered confidential, and therefore protected by secrecy and data protection laws.

12.4. The current provisions on data protection must be observed. Additional provisions for data protection and security must be agreed upon.

13. Accurate execution

13.1. The SELLER is responsible for the proper and accurate execution of its services, limited to the diligence in carrying out its duties.

14. Liability for damages

14.1. The SELLER is liable, within the scope of the contractual relationship, for damages caused directly by it or by a third party appointed by it, unless it proves that no fault can be attributed to it or to the appointed third party, up to a maximum amount equal to 5% of the contract value.

14.2. THE SELLER is in no way responsible for damages arising from the use by the CLIENT of hardware and/or software tools provided by the SELLER.

14.3. The SELLER's liability towards the CLIENT for lost profit is expressly excluded.

15. Processing of personal data

15.1. THE CUSTOMER authorizes THE SELLER to use personal data as expressly provided by Law 675/96 and subsequent amendments and/or additions.

16. Scope of application – Competent court

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

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

Express approval pursuant to art. 1341 of the Civil Code and art. 1342 of the Civil Code of the following clauses:

© D-One Software House - All rights reserved - VAT: 02211990367 - Via Genova, 12, 41012 Carpi (Mo) - Choose Us
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