General Terms & Conditions
Summary
1. PREAMBLE
2. DURATION AND EFFECTIVENESS
3. TECHNICAL CHARACTERISTICS OF PRODUCTS
4. QUOTE AND ORDER CONFIRMATION
5. ORDER CANCELLATION
6. DELIVERY AND SHIPMENT
7. REPLACEMENT OF PRODUCTS
8. WARRANTY RIGHTS
9. LIABILITY
10. FEES AND TERMS OF PAYMENT
11. ASSIGNMENT OF THE AGREEMENT AND RECEIVABLES
12. TERMINATION AND REASSIGNMENT
13. SALES AND EXPORTS
14. INTELLECTUAL AND INDUSTRIAL PROPERTY
15. LEGISLATIVE DECREE 231/2001 – ANTI-CORRUPTION REGULATIONS AND LIABILITY OF ENTITIES
16. DATA PROTECTION (EU Reg 2016/679 GDPR)
17. GENERAL PROVISIONS
1. PREAMBLE
1.1. These general terms and conditions (referred to hereinafter as the “T&Cs”) regulate the sale by ICOS S.p.A., with registered office in Bolzano, via Josef Ressel 2F, VAT no. 01031270380 and Tax Code 01031270380 (referred to hereinafter as “ICOS”), of any products, hardware, software, or services, including professional, logistical, cloud or managed, prepaid or pay-as-you-go services, as well as products and services with deferred or multi-year billing (referred to hereinafter as “Products”), exclusively to parties whose corporate purpose is the exercise of professional activities in the IT and technology field, such as software houses, system integrators and IT resellers in general (referred to hereinafter as “Partners”).
1.2. ICOS operates as an authorised distributor for leading national and international manufacturers (referred to hereinafter as Vendors), from whom it purchases Products in the form of hardware, software, and appliances, as well as support, cloud and managed services. The provision of services is outsourced mainly to the Vendor, which operates with its own or directly coordinated resources. The Products are therefore subject to additional conditions imposed by the Vendors, such as:
Master Service Agreement (MSA), Cloud Service Agreement (CSA), Terms of Service (ToS), End User License Agreement (EULA), Data Processing Agreement (DPA), and further specific conditions that apply in the case of professional technical, consulting, cloud, SaaS/XaaS services, in the case of licences, products and services with periodic, deferred or multi-year billing, as well as products intended for particular uses, or subject to regulations, restrictions and controls by national or international authorities.
1.3. The Partner acknowledges and accepts that these T&Cs, as well as further applicable terms, conditions and policies, including those of the Vendor, shall be accepted in full and, where applicable, made known to and expressly accepted by its customers (referred to hereinafter as “End Customer(s)”) interested in purchasing the Products, before proceeding with the registration and/or use of the Products, on the understanding that non-compliance by its End Customers shall be considered a direct breach on the part of the Partner. If the Partner also uses the services for internal use, it shall be cumulatively subject to the conditions and conditions also applicable to End Customers.
2. DURATION AND EFFECTIVENESS
2.1. The T&Cs shall be effective for a period of one year from the moment of acceptance by the Partner and shall be tacitly renewed for an equal period, subject to cancellation by either Party, to be sent by registered electronic mail (REM) or registered letter with acknowledgement of receipt (A/R) with notice of not less than 60 (sixty) days prior to the date of current renewal.
2.2. The cancellation shall not be effective for orders accepted before the date on which said cancellation takes effect. It is understood that, in the event of cancellation of the T&Cs, sent by the Partner, ICOS reserves the right to stop any further sales to the Partner, even if a specific quote has already been issued.
2.3. The duration of agreements relating to individual Products or to the use of services, shall be as established in the Vendors’ terms and conditions or in the documentation supplied by ICOS to the Partner.
2.4. The T&Cs constitute an agreement between ICOS and the Partner regulating the business relationship between the Parties and nullifying and replacing all previous agreements, understandings or commitments. Any contrary practices that may be followed for specific negotiations or customers, including practices that are repeated and tolerated, shall not, however, deviate from, limit or exclude the application of these T&Cs and shall not imply the waiver by ICOS of any rights it may hold under said T&Cs.
2.5. The T&Cs, as well as any special conditions imposed by ICOS or the Vendor in relation to the specific Products, shall be deemed accepted by the Partner. Any general or special conditions of purchase imposed by the Partner, shall not be effective even if they are indicated by the Partner in the purchase order, unless they are brought to the attention of ICOS in writing prior to the issue of the order and expressly accepted with the signature of a person in possession of the appropriate signatory powers.
3. TECHNICAL CHARACTERISTICS OF PRODUCTS
3.1. The characteristics of the Products are provided directly by the Vendors. Consequently, the Partner undertakes to independently assess the correspondence of the characteristics of the Products to its own requirements and to the End Customer’s requirements on site and in other documentation made available by the Vendor. Any further information requested directly from ICOS shall be provided by the latter “as such”, for informative purposes only. Information on the features and operation of the Products shall be provided solely by the Vendor. ICOS offers no guarantee as to the accuracy or completeness of the information on the Products and declines all consequential liability, warranties or obligations. Information on the Products may be subject to change without notice.
3.2. The Partner is aware that certain Products are not intended for use in nuclear power plants, for medical purposes or for life-saving systems, and that any improper use of the Product is the sole responsibility of the Partner, exonerating ICOS from all liability. When dealing with highly critical projects, the Partner is obliged to ensure that the Products are accompanied by appropriate certification. ICOS is willing to support the Partner in its dealings with the Vendor, if applicable and compliance with the terms of warranty envisaged.
4. QUOTE AND ORDER CONFIRMATION
4.1. Every commercial quote between the Parties shall be issued in writing and shall constitute a sales proposal. Quotes shall be valid for 10 days from the date of issue, unless otherwise agreed to in advance in writing between the Parties. ICOS shall not be liable for technological updates and changes to the price list made by Vendors.
4.2. Orders shall be submitted to ICOS exclusively in writing. The order shall clearly state the codes and description of the Products, confirming the quote issued by ICOS in its entirety as agreed upon, as well as the delivery address and the data of the End Customer to whom the software licences are to be registered.
4.3. ICOS shall send the order confirmation at Partner’s request or at its own discretion if the information provided may cause the incorrect processing of the order.
4.4. ICOS reserves the right to partially fulfil orders received as long as global delivery is not requested.
4.5. ICOS shall be entitled to accept or reject Partner’s order, for business, technical or organisational reasons, and also due to facts or qualified information that may cast doubts on the Partner’s solvency, or in the event of negligence on the part of the latter in providing the necessary or suitable documentation for checks relating to solvency and compliance with the regulations in force.
4.6. The Partner may not make any claim for compensation, damages or claims of any kind should ICOS not accept its order but shall be entitled to a refund of any sums already paid, without any right to further credit or interest of any kind.
4.7. If the Partner benefits of ICOS assistance for the configuration and preparation of the order, such assistance shall be provided exclusively in the form of indications and suggestions that are neither binding nor of contractual relevance and are, above all, devoid of any obligation to or assumption of legal liability by ICOS. It is therefore Partner’s full responsibility to provide correct and detailed information on End Customer’s exact needs, and to personally check and assess the suitability of the IT solutions to be purchased before placing the order.
4.8. In the event of a technological upgrade by the Vendor, ICOS shall notify the Partner of the change in the product. ICOS shall issue a new quote with the new product codes, following which the Partner shall place a new order.
4.9. In the case of a purchase order for cloud or managed services, ICOS or the Vendor directly may assign the Partner a name or user code and password (“Access Credentials”). Partner undertakes to keep and use such credentials with the utmost confidentiality and diligence, and to implement the necessary security and organisational measures provided for the access and use of such systems, also in order to prevent their use by unauthorised third parties. To this end, the Partner acknowledges and accepts that:
- the knowledge by third parties of the aforementioned codes could allow the latter to purchase Products and make undue use and consumption of the services in his name;
- ICOS shall be immediately notified in writing of any theft, misplacement or loss, or appropriation for any reason by third parties of the aforesaid credentials, also informing the Vendor if they have been issued directly by the latter.
In any case, the obligations arising from any orders or consumption by third parties using the Access Credentials of the Partner or End Customers shall be considered to all intents and purposes as carried out by the Partner by virtue of the contractual relationship in force.
The Partner undertakes to inform the End Customer of any obligations, particularly with regard to security requirements, with the Partner retaining full liability for any non-compliant or fraudulent use of the credentials assigned to its customers, as well as for the associated consumption and disbursements.
5. ORDER CANCELLATION
5.1. The Partner may cancel the order, subject to payment of compensation of costs incurred, work performed and loss of profit in accordance with the law. It should be noted that, in the case of Products purchased or configured specifically for the Partner, the latter shall not, under any circumstances, have the right to withdraw from the order.
5.2. If fulfilment of the order is made impossible or becomes excessively onerous due to causes beyond the control of ICOS, without prejudice to other remedies envisaged in the T&Cs, ICOS reserves the right to withdraw from said order, informing the Partner in writing, without payment of any penalty, compensation, cost or indemnity in this case.
6. DELIVERY AND SHIPMENT
6.1. Unless otherwise specifically agreed in writing, the terms of delivery of the Products are indicative and not essential to the interests of the Parties.
6.2. In any case, in relation to the terms of delivery of the Products or of performance of the services, with the exception of any deviations agreed upon in writing and expressly signed by a person with the appropriate powers of signature, no mandatory delivery terms or contractual penalties for late delivery or performance shall be recognised or accepted by ICOS.
6.3. Unless otherwise agreed to, shipments shall be made Ex Works by carriers engaged by ICOS or by the Partner, who may indicate their own preferred carrier when placing the order. If the transport is carried out by carriers engaged by ICOS, the shipping and insurance costs shall be charged to the Partner on the invoice.
6.4. At the specific request of the Partner, ICOS may ask its carrier to activate additional optional services, the cost of which shall also be borne by the Partner. Examples of such services are:
(i) porterage service and delivery of the Products to the floor;
(ii) delivery by a means of transport equipped with a tail lift, subject to verification of certain logistical requirements;
(iii) delivery by dedicated vehicle.
If the carrier is unable to complete the delivery for reasons depending on the Partner (incorrect delivery address, unwillingness to accept delivery, etc.), the Partner acknowledges and accepts the charging of the costs for storage, custody and redelivery.
6.5. According to the Law, the risk for total or partial destruction or accidental damage of shipments shall pass to the Partner from the moment the goods are handed over to the carrier or forwarding agent, even when carriage free delivery (DAP) has been agreed upon. The liability of ICOS for loss or damage of the product shall cease when the goods are handed over to the carrier.
6.6. ICOS shall not be liable, within the limits envisaged by law, for the actions of carriers or forwarding agents, including those appointed by ICOS itself, in the fulfilment of the contractual relationship with the Partner, undertaking, if necessary, only to assign the Partner the action incumbent on it, by virtue of the contractual relationship in place.
6.7. Upon receipt of the goods, the Partner shall check the integrity of the packages and the quantitative and qualitative correspondence of that indicated in the accompanying document with the goods ordered. The Partner is invited to sign the delivery note only after these checks have been performed.
6.8. In the event of a discrepancy between the order placed and the delivery, the Partner shall raise the objection directly with the carrier, rejecting the delivery only of those Products which do not correspond in terms of type, number or quality.
6.9. The Partner shall report all cases of non-conformity in the delivery note, attaching a reservation which specifically indicates the non-conformity found, and send a registered electronic email (REM) or registered letter with acknowledgement of receipt to ICOS, reporting the problem found, within 8 (eight) days of delivery of the goods. Failure to comply with that stated above shall constitute a breach of contract and result in forfeiture of all rights.
6.10. Signing the delivery note without carrying out the above-mentioned checks, or failure to notify ICOS of the above-mentioned non-conformities within the above-mentioned time limit shall constitute a breach of contract by the Partner and shall strip the latter of all rights in relation to ICOS; in particular, once the delivery of the goods has been accepted or if the above-mentioned notification has not been carried out before the deadline, the Partner shall no longer be entitled to raise any objection with ICOS regarding the above-mentioned non-conformities in relation to the order placed.
6.11. Even if the packaging is undamaged, the Partner shall be obliged, under penalty of forfeiture, to report any other complaint concerning obvious defects of the Products, by registered electronic email (REM) or registered letter, within 8 (eight) days of delivery of the goods.
6.12. Any reports submitted after the aforementioned deadlines or without respecting the indications listed above shall be disregarded and shall not grant any right in favour of the complainant.
6.13. The Partner assumes full responsibility for all declarations made. Should the Partner report flaws or defects that later prove to be non-existent, all costs and expenses incurred by ICOS shall be charged to the Partner.
6.14. All claims by the Partner, irrespective of the legal grounds, considered exorbitant with respect to the amount of the actual damage suffered and, in any case, exceeding the provisions of this article, shall be excluded.
7. REPLACEMENT OF PRODUCTS
7.1. If defects that make the Products unfit for normal use are ascertained, having been promptly reported by the Partner within the terms envisaged in the previous article, the Dead On Arrival (DOA) policies as defined by the Vendor shall apply.
7.2. The Products may only be returned after submitting a written request indicating the references of the invoice and/or the Packing Slip and receiving written confirmation from ICOS that said Products may be returned.
7.3. The Products to be returned shall be in perfect condition (except for the defects found), in their original packaging, and sent carriage paid (DDP) to the ICOS warehouse, or to a different place indicated by ICOS or the Vendor, quoting the return number assigned on the document.
7.4. The Partner and End Customer are responsible for the complete deletion and removal of the data stored in the equipment being replaced before returning it to ICOS or the Vendor, especially if such data can be qualified as special data within the meaning of EU Regulation 2016/679 GDPR.
7.5. In the event of non-conformity of the goods or the presence of non-original packaging, ICOS may, after its own inspection or inspection by the Vendor, refuse to accept the return, notifying the Partner in writing.
8. WARRANTY RIGHTS
8.1. The Partner is aware that the Products purchased are under warranty by the Vendor under the terms and conditions envisaged by the latter, and accepts, without reservation, all the terms and conditions of the Vendor’s warranty, also with reference, purely by way of example, to the terms and conditions for requesting support or warranty and replacement of the faulty Product, as well as with respect to the party.
8.2. ICOS, in its capacity as distributor, i.e. as intermediary, does not issue any warranty on the goods sold and is, therefore, in accordance with the Law, relieved of any specific warranty obligation; therefore, the purchase of material from ICOS implies full acceptance of the warranty conditions provided directly by the Vendor.
8.3. It is understood that all statements regarding warranties issued by the Partner to End Customers or third parties, which are not expressly contained in the documentation accompanying the Products, shall remain the full responsibility and liability of the Partner, who undertakes to indemnify ICOS against any claim arising from them.
9. LIABILITY
9.1. In the event of damages deriving from total or partial non-fulfilment of the service attributable to ICOS, by virtue of the contractual relations agreed upon, the full compensation due from ICOS to the Partner, or third parties who have an entitlement may in no way exceed the price paid by the Partner for the Products, against which the specific damage is claimed.
9.2. Under no circumstances shall ICOS be held liable for failure to fulfil its obligations towards the Partner, incomplete supply, or the interruption of activities due to causes beyond its reasonable control, including but not limited to:
a) any cause resulting from acts or omissions, i.e. tampering with or intervention on the product, attributable to the Partner or to the End Customer;
b) lightning, fires, explosions, disasters and major events of natural and/or man-made origin, force majeure or fortuitous events in general;
c) medical or epidemic crises, strikes or lockouts, criminal acts, acts of war, measures of public authority or security that do not permit the normal pursuit of business;
d) failure to obtain or delay or delays in obtaining materials through traditional sources of supply;
e) any other fact or circumstance not directly attributable to wilful misconduct or gross negligence on the part of ICOS.
9.3. In the hypotheses envisaged in the previous clause, if they continue or are expected to continue beyond 30 (thirty) days from the occurrence or knowledge of such hypotheses, ICOS reserves the right to withdraw from orders affected by the above-mentioned causes.
9.4. In no event shall ICOS be liable for the consequences of special, consequential, indirect or similar damages, including the loss of profits and reputational damage.
10. FEES AND TERMS OF PAYMENT
10.1. The Invoice contains the agreed terms of payment to which the Partner shall adhere. Failure to pay shall result in the forfeiture of the agreed terms and shall render any and all amounts receivable by ICOS from the Partner immediately due and payable. ICOS reserves the right to activate its own procedures aimed at recovering the credit, including the application of default interest at the rate in force on a case by case basis, increased, in accordance with the law, by seven percentage points.
10.2. In the event of non-payment by the Partner, or in the event of a change in the Partner’s financial circumstances, ICOS reserves the right to cautiously suspend the delivery of the Products or the execution and provision of the services, without the Partner or the End Customers, who shall be informed by the Partner, being entitled to claim any indemnity, refund or compensation obligation from ICOS.
10.3. The Partner hereby waives the right to offset any receivables accrued with ICOS against any amounts payable to ICOS, and also waives the right to suspend payment of the services in any way or for any reason, the possibility of raising exceptions, promoting disputes or making claims of any kind, being subject to the correct and full payment of the amounts agreed upon as consideration.
This article is divided into three sections, applicable respectively to: purchases of standard hardware, software and services (Section A); cloud, managed prepaid or pay-as-you-go services (Section B); and deferred or multi-year billing services (Section C)
Section A. Standard products and services
10.A.1. The price charged by ICOS to the Partner will be the price defined at the time of the order. The prices indicated by ICOS in its commercial quotes may vary at any time and without prior notice, until formal acceptance by the Partner in accordance with and under the terms defined in the quote.
10.A.2. The prices refer to the Products only and do not include taxes, duties, transport costs, insurance or other costs and fees such as costs for special packaging and labelling of Products, permits, certificates, registrations, customs charges and declarations. These expenses will be borne by the Partner. It is understood that if ICOS is obliged to advance these costs, it reserves the right to bill the Partner for them.
10.A.3. In the event of price increases arising from causes beyond the control of ICOS, such as price list changes ordered by the Vendor, limited availability of raw materials or Products, termination of promotional campaigns and special offers, redetermination of costs not known at the time of acceptance of the order, unless specifically authorised by the Vendor to maintain the price already communicated, Icos reserves the right to change the amounts indicated in the order, informing the Partner, even after the order has been accepted. In this case, the Partner may withdraw from the order no later than ten (10) days after the communication. After this term has expired, meaning that the delivery of the Products has been accepted, the agreement shall be considered finalised at the prices last communicated by ICOS.
Section B. Cloud or managed, prepaid or pay-as-you-go services
10.B.1. The Partner pays ICOS the fees as set out in the Vendor’s reference price lists for its services. Should such services be the subject of a dedicated quote issued by ICOS to the Partner, in relation to the specific agreement, the fees indicated in the quote shall prevail over the list fees.
10.B.2. ICOS will bill the fees to the Partner on a regular basis, without the need for specific consent, on the basis of the consumption established or communicated by the Vendor to ICOS, or on the basis of the Partner’s regular report to ICOS, as established by the processes agreed upon with the specific Vendor.
Section C. Deferred or Multi-Year Billing Services
10.C.1. In the event of purchase of licences or services with deferred or multi-year billing, the Partner will pay the amounts established in the specific agreement or purchase order, on a regular basis (e.g. monthly, quarterly, annually), on the basis of the due dates specified therein or in the bills issued by ICOS by virtue of said agreement or purchase order.
10.C.2. The Partner acknowledges that the amounts may be subject to periodical revaluations, due to exchange rate fluctuations, if the licence or service is purchased from ICOS in a currency other than euro (€). ICOS will inform the Partner of the revaluation in writing with reasonable prior notice.
10.C.3. The deferred or multi-year commitment may not be suspended, interrupted or terminated by the Partner in any way, except under the terms expressly envisaged prior to the signing, or, subject to prior feasibility investigation by ICOS, on the basis of specific and possible consent issued by the Vendor in writing. The Partner acknowledges that any charges or penalties arising from the interruption, suspension or termination of the multi-year commitment will be charged and billed to the Partner without prior notification.
10.C.4. The Partner acknowledges that the discontinuation of payment by its End Customer, or the discontinuation of its activities, will not constitute an exception to the payment of the amounts envisaged in the agreement or order, which will therefore be considered as guaranteed exclusively by the Partner to ICOS, which will carry out all checks on the End Customer’s reliability in terms of creditworthiness and business continuity, in consideration of the commitments envisaged at the time of entry into the specific agreement or issue of the order.
10.C.5. In the event of default by the Partner, ICOS reserves the right to terminate and reassign the licence or the service to another Partner in the manner indicated in item 12.
11. ASSIGNMENT OF THE AGREEMENT AND RECEIVABLES
11.1. The obligations undertaken by ICOS in favour of the Partner are not assignable or transferable by the latter, without the prior written consent of ICOS; therefore, any third parties to whom the Partner assigns or transfers this agreement or the individual orders, obligations or rights arising from them, for any reason whatsoever, may not claim any fulfilment or compensation from ICOS.
11.2. It is understood that the Partner may still resell the Products within the scope of its business, on the understanding that, if the order, or the type of Product or service, also envisages the identification of the End Customer, such Product or service may not be resold or reassigned to another End Customer without the prior consent of ICOS and, where applicable, the Vendor.
11.3. ICOS reserves the right to assign or re-assign the contractual relationship with the Partner, or the individual orders, to a third party, subject to adequate notice, on condition that the assignee has the appropriate capacity and requirements to fulfil the contractual obligations.
11.4. ICOS also reserves the right to assign or reassign the receivables arising from the contractual relationship with the Partner.
12. TERMINATION AND REASSIGNMENT
12.1. Notwithstanding any precautionary suspension of service pursuant to the preceding article, ICOS also reserves the right to terminate the agreement, or the individual orders, in accordance with the Law, if any one of the following conditions occurs:
(i) the Partner and/or the End Customer exports the Products outside the Italian Republic, in violation of applicable import/export regulations as well as restrictions or sanctions imposed by public authorities (e.g. Italy, EU, USA and export countries);
(ii) the Partner or the End Customer fails to fulfil the obligations and conditions imposed by the Vendor, or the Vendor requests the termination of the relationship with the Partner or the End Customer for just cause;
(iii) the Partner or the End Customer does not promptly and fully adopt and implement the security requirements for the Products and the Access Credentials required by both ICOS and the Vendor, or envisaged in the terms of assignment or use;
(iv) the Partner assigns this agreement or the rights and obligations hereunder in whole or in part, without the prior consent of ICOS;
(v) the Partner fails to fulfil its payment obligations, in whole or in part, 15 (fifteen) days after the notice of default has been issued;
(vi) objective situations that result in a change in the Partner’s financial and economic circumstances such as to jeopardise the Partner’s ability to fulfil its obligations arise;
12.2. Upon the occurrence of the foregoing conditions, ICOS reserves the right, as an alternative to the termination of the agreement, to re-assign it to another Partner in order to allow continued supply or service to the End Customers, reserving the right to contact the Partner’s End Customers directly in the event of the Partner’s failure to act or in cases where the assignment is not feasible or deferrable.
12.3. The Partner undertakes to make its End Customers aware of the situation, exonerating and securing ICOS from any and all claims that may be raised by them due to interruptions in supplies and the relative services for the hypotheses envisaged herein.
12.4. The termination or reassignment of the agreement in compliance with this article shall not affect any amount receivable by ICOS, or its assignees, or any right by ICOS to take action before the pertinent bodies in order to obtain satisfaction of any further prejudice or damage suffered.
13. SALES AND EXPORTS
13.1. The Partner declares awareness that the Products purchased from ICOS may be classified as Dual-Use and, as such, subject to specific regulations governing their import to or export from the national territory.
13.2. All Products and technical know-how distributed by ICOS are supplied in compliance with national and European legislation and are intended exclusively for use in the Partner’s country of residence. The Partner undertakes to release ICOS from and indemnify it against any loss, expense, penalty, claim or legal action brought against it due to non-compliance with National, European and US regulations governing the export of Dual-Use Products outside the national territory.
13.3. If the Partner intends to re-export the Product, even after delivery by ICOS or during its lifetime, it must take steps with the appropriate Authorities to obtain an adequate export licence in accordance with National and International regulations, at its own expense, and comply in full with their provisions.
13.4. Shipment or supply of the Products supplied by ICOS either directly or indirectly to countries subject to embargoes, or to natural or legal persons in countries subject to embargoes or to natural or legal persons included in National, European or US black lists (by way of example but not limited to, DPL- Denied Persons List- DPL; Entity List; -, Specially Designed National List -SDN; EU Sanctions tracker), is forbidden, unless prior authorisation has been granted by the appropriate Authorities.
14. INTELLECTUAL AND INDUSTRIAL PROPERTY
14.1. ICOS does not guarantee that the Products do not infringe third-party protection or intellectual property rights. Intellectual property is fully defined in accordance with the provisions of the Vendor. The Partner shall promptly inform ICOS of any claims made against it.
14.2. The Partner declares awareness that the Products distributed by ICOS are protected by copyright. All industrial and/or intellectual property rights, whether or not they have been registered or patented, shall remain the exclusive property of the Vendor and remain available to it, notwithstanding the Partner’s right to use the Products according to the terms and methods envisaged by law, these T&Cs and that in the Vendor’s user licence. (EULA)
14.3. Unless directly and expressly granted by the Vendor, the Partner acknowledges and accepts that these T&Cs do not give the Partner any authority to copy, reverse engineer, decompile, disassemble, extract the source code, modify or translate, decode or perform any illegal or fraudulent act or any act that exceeds the normal use of the Products.
14.4. The Partner is aware that, in the event of third party claims, the Products may be changed or replaced with equivalent Products, or the service may be discontinued if the change or replacement is not reasonably practicable, in which case the Partner shall receive a credit for the Products not delivered or withdrawn, or for the part of the services not consumed.
14.5. The Partner undertakes to request and obtain from its End Customers compliance with the obligations pursuant to this article or the equivalent thereof, on the understanding that the Partner shall remain liable to ICOS for any breach by them.
14.6. The Partner undertakes to promptly report any claims by third parties for alleged breaches of intellectual property rights relating to the Products purchased from ICOS.
15. LEGISLATIVE DECREE 231/2001 – ANTI-CORRUPTION REGULATIONS AND LIABILITY OF ENTITIES
15.1. The Partner declares that it is aware of the regulations in force concerning the administrative liability of legal persons and, in particular, the provisions of Legislative Decree no. 231 of 8 June 2001. To this end, the Partner declares that it has read the Code of Ethics and the “Organisation, Management and Control Model – General Part” document drawn up by ICOS and published on www.icos.it
15.2. The Partner declares that it has effectively implemented specific corporate procedures and has issued instructions to its employees and collaborators and taken steps to prevent the perpetration, or attempted perpetration, of the offences in relation to which the sanctions envisaged in Legislative Decree no. 231 of 8 June 2001 apply, and undertakes to maintain their effective implementation in defence of ICOS for the entire duration of the relationship with ICOS.
15.3. The Partner undertakes to respect and enforce all applicable anti-corruption laws, regulations and ordinances in force in the jurisdiction in which the purchase of the Products is made on the basis of the T&Cs.
15.4. The Partner agrees to comply with and enforce the United States Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act 2010 and the anti-bribery laws of the country in which the purchase of the Products is made on the basis of these T&Cs (“anti-bribery laws”).
16. DATA PROTECTION (EU Reg 2016/679 GDPR)
16.1. The Parties, each within their respective spheres of competence, as data controllers, as defined in EU Regulation 2016/679 GDPR (the “Regulation”) undertake to operate in compliance with the provisions of the aforementioned Regulation and in general with the provisions on the protection of personal data. The complete privacy policy is available at the following link: Privacy information & contact form | ICOS.
16.2. The Parties agree that the personal data acquired in the course of the business relations between the Parties shall be processed only for the purposes related to entry into and pursuit of such relations, also by computer, and only for the time strictly necessary for the pursuit of the activities referred to therein. In pursuing the purposes of the business relationship, the Partner is aware that some data may be disclosed to third party holders (Vendors) also outside the EU, for the purpose of software licences for example. In no way may personal data be used for initiatives other than those envisaged by the relations between the Parties, unless prior production of a specific policy and collection of specific consent, where necessary, have taken place.
16.3. The Parties guarantee the legitimacy of the processing of personal data, which will be carried out in compliance with the fundamental principles of the legislation on the protection of personal data in accordance with EU Regulation 2016/679, and with the laws in force.
16.4. In particular, the Parties undertake to ensure the transparency of the processing with regard to the data subjects, the respect of the principle of specification and limitation of the purposes of the processing, as well as the integrity and confidentiality of the data processed by applying appropriate technical and organisational measures aimed at preventing unlawful or unauthorised access to the data processed.
17. GENERAL PROVISIONS
17.1. The Partner declares that it is aware that the disposal or recycling of the Products may be regulated by laws and regulations for the protection of the environment; the Partner therefore undertakes the obligation to respect and enforce any applicable laws and regulations for the protection of the environment, including but not limited to: EU directive 2012/19 on waste electrical and electronic equipment, EC directive 94/62 on packaging waste, EC directive 2006/66 on batteries, as amended, and all applicable national implementing measures in force.
17.2. The Partner undertakes to observe and enforce the tax regulations in force.
17.3. Contractual communications may be sent by registered mail A/R or PEC. In the event of the use of non-certified e-mail, the disclosure shall be deemed validly made upon receipt of confirmation transmitted by a non-automated operator.
17.4. The contractual rights and obligations reciprocally undertaken by the Parties shall be governed by Italian law; should a dispute (of a contractual or extra-contractual nature) arise, the Parties hereby submit to the exclusive jurisdiction of the Court of Florence. The application of the Vienna Convention on Agreements for the International Sale of Goods is excluded.
17.5. Should any provision of the T&Cs be invalid or ineffective, its content shall be limited or removed or reformulated to the extent strictly necessary to safeguard, in all other respects, the full validity and effectiveness of this Agreement.
17.6. Unless expressly superseded by further terms and conditions or specific agreements, the T&Cs shall apply to all future transactions entered into between the parties, including those not specifically referred to.
17.7. ICOS reserves the right to amend the Sale T&Cs, even without prior notice, by publication on www.icos.it. The terms and conditions as amended shall be effective and shall govern all Products purchased by the Partner from the time of publication.
Rev 1224-en