The following terms and conditions (the “General Contract Conditions”) form an integral part of the contracts concluded between Airlapp S.r.l.s. and the Customer for the performance of the services paid by Airlapp S.r.l.s. (b) The General Contract Conditions apply to all business relations between Airlapp S.r.l.s. and the Customer without the need for an express reference to the same or a specific agreement to that effect. Any condition or modification term of the General Conditions will be applied in the relations between the parties only and exclusively in the case in which it is confirmed in writing by the Seller. Therefore, any general conditions of the Customer will not be binding for the seller unless specifically approved and signed by his legal representative. (c) Airlapp S.r.l.s. reserves the right to modify, supplement or change the General Conditions, attaching these changes to the offers or to any correspondence sent in writing to the Buyer. (d) The General Conditions are also published and updated on the website “www.airlapp.com” and therefore will be considered known by any Buyer regardless of their subscription.
Conclusion of the Contract and Subject
The Contract with Airlapp S.r.l.s. will be considered concluded with the signing by the Customer of the form provided by Airlapp S.r.l.s. and its receipt by Airlapp S.r.l.s. Should changes be made to the contract proposal, these must be expressly accepted by Airlapp S.r.l.s. With the stipulation of the contract Airlapp S.r.l.s. assumes the obligation to carry out the object of the contract. The subject of the contract is as provided on page 1 in the “Project description” section of the order form.
Changes to the subject of the Contract
In the event that the Customer wishes to make changes to the Subject of the Contract he may communicate it (via email or by registered letter with return receipt) to Airlapp S.r.l.s. at the latest within 60 days. from the delivery deadline of the project, indicating the details of the changes and the information useful for evaluating the implementation. Airlapp S.r.l.s., reserves the right to consider the proposed amendment and to transmit a quotation indicating the price changes, the Delivery Date and the Execution Plan as well as the changes to the Functional Specifications, the operating manuals and the training plan. The Customer can accept the quotation or refuse it, in which case the Contract will remain unchanged.
The payment of the fees indicated in the “Price” section on page 1 of this contract will be made by the Customer in the manner and terms indicated on the invoice or in the “Payment Terms” section of this contract.
Non-fulfillment of payments
In any case in which the Customer does not make payments within the established terms, Airlapp S.r.l.s. will have the right to suspend the service immediately, without notice. A penalty for non-fulfillment is established for more than 5 days from the expiry equal to 25% of the payment agreed in the contract, except for the right to greater damage. In any case, on the fees due, they will accrue in favor of Airlapp S.r.l.s. default interest, determined pursuant to Legislative Decree no. 231/2002, as amended by Legislative Decree no. 192/2012.
Airlapp S.r.l.s. will deliver to the Customer what described on page 1 in the “Project description” section, in the terms and conditions provided in the “Delivery terms” section.
Delays in the execution of the Contract
Se Airlapp S.r.l.s. will not comply with the terms and conditions of delivery provided in the “Delivery terms” section of more than 60 days from the Delivery Date, the Customer may terminate the Contract and will be entitled to compensation for damages caused by the delay. The sums already withheld pursuant to paragraph (a) indicated in point 8) will be subtracted in the calculation of the compensation for the total damages.
Delays attributable to the Customer
Airlapp S.r.l.s. guarantees the execution of the Contract within the terms of delivery only if the Customer: has correctly answered the technical questions; provides concrete technical cooperation from its employees or consultants; guarantees the spaces and tools necessary for the execution of the Contract as requested by Airlapp S.r.l.s. If the Customer does not respond correctly to these questions, or does not provide even just one of the requested services, or if in any other way prevents or delays the execution of the Contract with his behavior:
- will pay any amount due on the scheduled date for the completion of each phase that could not be completed due to fault;
- will pay to Airlapp S.r.l.s. a reasonable sum against time and materials eventually used by these to rectify any errors caused by incorrect or inaccurate information and will reimburse any damage;
- the Delivery Date will be varied according to the delay caused by the Customer;
- Airlapp S.r.l.s. may demand payment of a penalty equal to the value of the contract.
Warranty and testing
Airlapp S.r.l.s., once the project is completed, guarantees the functioning with the products and in the IT environment identified by the Customer, and that the training plan will offer adequate instructions to allow the Customer to use the Programs without recourse to third parties. Airlapp S.r.l.s. will carry out the Testing of the programs at the Customer at the time of their delivery. The Customer has the responsibility to be present at the Testing and to report any errors and defects that occur during operation. Any errors or defects, not visible during the Testing, must be communicated in writing by the Customer to Airlapp S.r.l.s. within 60 days of delivery. Airlapp S.r.l.s. must remedy the error within a reasonable time without debiting the Customer. This warranty is valid if there are no changes on the Programs by third parties (including changes in services by third-party suppliers).
Intellectual property rights
All intellectual property rights relating to the Programs, manuals and Functional Specifications will be the property of Airlapp S.r.l.s. The source code is the property of Airlapp S.r.l.s. and remains exclusively with Airlapp S.r.l.s. Airlapp S.r.l.s. reserves the right to use the know-how and techniques acquired in the execution of the Contract, it being understood that it will not disclose the Customer’s confidential information to third parties. The Customer undertakes to treat as confidential all the information contained in the Programs, in the operating manuals, in the Functional Specifications and any other information transmitted to the Customer even during training. The information indicated above may only be transmitted to employees of Airlapp S.r.l.s. who must use them in their work, or to external professionals to whom they are necessary to perform the tasks entrusted to them by the Customer to the extent that it is actually necessary, and when required by law. The Customer must ensure that persons and organizations to whom the information relating to the Programs is disclosed are committed to the same confidentiality obligations as the Customer. The obligation of confidentiality will remain binding even after the term of the Contract and for an indefinite period.
Compensation relating to intellectual property rights
The Customer will indemnify Airlapp S.r.l.s. from costs, expenses and responsibilities that may derive from alleged intellectual property rights of third parties on the material used by Airlapp S.r.l.s. and made available to the Customer for the execution of the Contract. Airlapp S.r.l.s. in turn, it will indemnify the Customer from costs, expenses and liabilities that may derive from claims of intellectual property rights of third parties on the Programs and Services provided in performance of the Contract. The indemnities provided for in this article are subject to the condition that the Party claiming the compensation has promptly communicated to the other the onset of the dispute in written and detailed form, with the appropriate documentation to allow it to set its defense towards third parties .
For the 3-month period following delivery, Airlapp S.r.l.s. will provide updates of what is described in the “Project Description” section necessary for its operation on the versions of the Android and iOS operating systems updated at a later date. The maintenance also covers the Cloud platform for the purpose of optimizing the space used. After the quarterly term these services will be paid, according to a table that will be communicated to the Customer upon formal request.
Limitation of liability
For any obligation Airlapp S.r.l.s. cannot be held liable for damages exceeding the value of the Contract stipulated with the Customer.
Each of the Parties will treat as confidential the information received from the other for the purposes of the Contract, except those in the public domain, and will not disclose it to third parties without the other’s consent. The Parties will inform their employees of the confidentiality obligation contained in this article and will ensure that it is observed, also pursuant to art. 1381 of the Civil Code. Se Airlapp S.r.l.s. will address third parties for the execution of the Contract, must obtain from them the same confidentiality commitment. The obligation of confidentiality referred to in this article will extend beyond the duration of the Contract. Airlapp S.r.l.s. will take the necessary measures for the custody of the Customer’s confidential information in its possession.
Both Parties will not be liable for delays caused by circumstances beyond their control. The delayed Party must promptly notify the other of the reasons for the delay and the performance of its service will be suspended during the period in which the circumstances causing the delay persist. The only costs directly caused by the delay will be borne by the Party that delays the execution, which will not be responsible for further damages. If the delay continues for more than 8 (eight) weeks, each of the Parties may terminate the contract, by communication in writing with a means of transmission that ensures proof and the date of receipt of the communication (registered AR), and not will be responsible for further damage to the other.
In case of non-fulfillment of a significant contractual obligation, the non-defaulting Party may request the other in writing to fulfill within 30 days, with the declaration that, after expiry of said term, the Contract will be considered terminated. The Contract may be terminated pursuant to art. 1456 of the Civil Code by Airlapp S.r.l.s. in the event of delayed payments by the Customer, as established by art. 5 of the Contract. In the event of termination of Airlapp S.r.l.s., it will be able to recover the Machines and the materials of its property that are located at the Customer and will have the right to full payment for the work done before the end of the Contract, in addition to compensation for damage.
Clause solve et repete
The customer may not raise an objection or claim or take legal action if the price has not been paid in full before.
The customer undertakes to exonerate Airlapp S.r.l.s. from any and all liability, loss, damage, claim, penalty, pecuniary sanction, deriving from the realization of the works and services referred to in this contract. Airlapp S.r.l.s., as a technology provider, is not responsible for obligations connected to the App or to the services developed and to their management (by way of example only: legal and fiscal problems). Airlapp S.r.l.s. does not provide connectivity and hosting services: if there were line problems, non-visibility or functioning of Internet services, problems with electronic mail, Airlapp S.r.l.s. will not be in any way responsible. If Airlapp S.r.l.s. you could rely, at its sole discretion, on third-party structures (for example: Apple Store, Android Market, production SDK …), any changes made by these third-party structures that make the product unusable or malfunctioning cannot be attributed to Airlapp SRLs.
Works carried out
Airlapp S.r.l.s. publish on its institutional site the works created for the Client, including the insertion of its trademark within its portfolio, even after the contractual validity and only after the publication of the project executed by Airlapp S.r.l.s. by the customer. The Customer therefore grants an irrevocable and free license to Airlapp S.r.l. for the use of its own brand in order to publicize the works carried out.
This contract is regulated by the Italian law.
For any dispute, the exclusive jurisdiction of the Court of Padua is established.