General Terms and Conditions
1.a SUBJECT OF THE CONTRACT WEBSITE.
The principal hereby assigns to the implementer the task of designing and/or implementing the pages constituting the principal’s website, as stated in the foreword, as well as publishing them on the Internet. Said assignment may, at the request of the client, extend to the creation of the client’s entire website.
1.b SUBJECT OF THE CONTRACT MOBILE APPLICATION.
The client hereby assigns the developer to design and/or implement the parts constituting a MOBILE APPLICATION, as stated in the foreword, as well as to publish them on APPLE STORE and PLAY STORE. Said assignment may, at the request of the client, extend to the realization of the entire MOBILE APPLICATION mentioned above. In this regard to specify that 00Up Srls is a certified user enrolled in the DEVELOPER programs of APPLE and GOOGLE properly named APPLE STORE and PLAY STORE.
Should the APP be downloadable for a fee the maker will be entitled to a royalty in the percentage of ___ which he will deduct from the ‘collection personally, given his function as a CERTIFIED USER enrolled in the DEVELOPER programs of APPLE AND GOOGLE properly named APPLE STORE and PLAY STORE.
The principal will be issued an invoice with payment by Bank Transfer or PayPal at the end of the month of the portion due.
1.c SUBJECT OF THE WEB MARKETING CONTRACT.
Through this contract, the client assigns to the implementer the task of designing, configuring and developing WEB MARKETING campaigns, whatever type they may be (ADS or Social), for the best possible dissemination of the brand or content on the client’s website or other. Said assignment may, at the request of the client, extend to the implementation and development of the client’s entire WEB MARKETING campaign. The principal must secure the resources necessary for the development of the campaign by the 20th day of the month prior to the start of the campaign. Otherwise, the implementer reserves the right not to activate the service, while still charging the ancillary costs of the same.
2 ACTIVITIES COVERED BY THE ASSIGNMENT
The assignment concerns the following activities:
(c) The routine technical maintenance.
In this regard, it should be noted that:
-By the expression “consulting/planning” is meant the scheme that the implementer–based on the client’s instructions–prepares and in which the actions/activities that, with respect to the required scope, are deemed necessary to achieve the client’s stated objective are indicated;
-By the expression “realization” we mean all those activities that the realizer will perform in relation to the ‘image, text layout and graphics that will appear within the web pages of the WEBSITE / MOBILE APPLICATION;
-Ordinary technical maintenance‖ refers to activities performed to keep sections of the client’s website/mobile application web pages functional.
-In this regard, it should be noted that when the website is of dynamic type, the updating of individual web pages will be carried out directly by the client.
-The WEBSITE / MOBILE APPLICATION referred to in the subject of this contract will contain in all its pages a visible link to the developer’s website; this link will be made in a font and color in line with the rest of the graphics and will be positioned so as not to create a disturbance.
-Eventual links to external CRMs can only be developed through direct connection to database or preferably through Module provided directly by the same Management (the final decision will be 00Up Srls).
2A EXTRAORDINARY MAINTENANCE
If there is no possibility of keeping the client’s WEBSITE/APPLICATION safely active, due to obsolete technology, all activities performed by 00Up Srls to adapt the product to technological evolution and consequently allow its full use constitute extraordinary maintenance.
Said activity-as well as the costs to be incurred-is outside the scope of what is described in Art. 2 and will form the subject of an appropriate estimate that will be submitted to the client and included, in case of positive acceptance, as an annex to this contract.
3 COMMENCEMENT OF THE CONTRACT
3a – The assignment related to the realization of the website will start from the delivery of the material referred to in item 6 and the confirmation of the WEBSITE / MOBILE APPLICATION graphics chosen by the client, and will end within 60 (sixty) working days, except in cases where the material delivered by the client needs to be modified by the implementer: in this case the terms of fulfillment will be separately agreed upon by the parties.
3b – For assignments involving the use of complex platforms (such as but not limited to Magento, Prestashop, Shopify, native APPs, Management, etc.) the delivery of work may vary even up to a date to be decided at the discretion of 00Up Srls, taking into account the problems arising also according to the requests of the client from time to time agreed between the parties; for this purpose will be prepared appropriate form of progress of work. In all such cases nothing will be due to the principal.
4 CONTRACT DURATION
The contract shall be for a term of 1 year commencing from the activation of the service; on the date of natural expiration, the contract shall be tacitly renewed for the same term, and so from year to year, unless notice of termination is given at least 45 (forty-five) calendar days
before the deadline by registered letter with return receipt addressed to 00Up Srls – Vicolo del Moro, 6 – 12084 Mondovì (CN) or to the pec address email@example.com. Uniquely for WEB MARKETING campaigns, the duration will be the same as that included in the referenced contract.
5 MODE OF PAYMENT
The terms of payment are as stated on the title page of this contract, which is an integral part of it. The contract is burdened for each installment with a “collection fee reimbursement” worth €1.50 (one/50) excluding VAT.
In the case of installment payments, the installment payments must be made in advance of the month prior to publication; otherwise, the Realizer reserves the right not to activate the service while still charging ancillary costs to the same. All costs arising from the non-agreed but subsequently requested implementation of Gift, Addons, Plugins and/or third parties will be borne by the client.
5 BIS SANCTIONS.
In case of outstanding SDD will be charged to the principal:
-Administrative costs resulting from the default;
-a penalty in the amount of 20% of the value of the outstanding installments and resulting from the consequences of the bank rating of the penalized realizer. Said penalty is calculated based on average rates and the threshold rate of overdrafts without bank credit facilities.
6 OBLIGATIONS OF THE PRINCIPAL
The texts for the creation of the pages, i.e. logos, photos and other material to be included within said pages will be provided directly by the client no later than 30 (thirty) working days after the signing of this contract. The client is also required to cooperate with the implementer, indicating all the needs and objectives that he/she intends to achieve through consulting and implementation of the pages and/or his/her WEBSITE / MOBILE APPLICATION. If the materials are not found by the deadline, due to causes beyond the control of the Realizer, the project will be realized and published with stock materials. By signing this contract, as far as the web part is concerned, the client expressly authorizes the implementer to access the server on which the space dedicated to the website rests in order to modify and/or update the main directory, subdirectories and files that make up the website, as well as to carry out any other operation that may be necessary for the performance of the task under this contract. Project work will be carried out on 00Up Srls platforms, so upon signing the Contract the Domains already registered must be transferred immediately to 00Up Srls and the Client must facilitate this. In case of no response from the Principal, 00Up Srls considers itself free to register a new domain with a different extension. In the case of connection to third-party management systems placed outside the 00Up Srls services, it is the client’s obligation to obtain accesses to the external provider’s databases or preferably connection via web form and transmit them to the implementer. Any hindrance/delay/malfunction resulting from third-party management cannot be attributed to 00Up Srls and the client must in any case reimburse the costs incurred. The Realizer reserves the right to publish and make visible, as of now, the project. By signing this contract, for the part concerning the MOBILE APP, the principal expressly instructs and authorizes the implementer in the capacity of a CERTIFIED USER enrolled in the DEVELOPER programs of APPLE and GOOGLE properly named APPLE STORE and PLAY STORE to perform any other operation that may be necessary for the performance of the task under this contract.
7 END OF WORK.
Upon reaching the completion of the project requirements, i.e., when the requirements contained in the document called BRIEF are met, the Realizer following written notice sent to the client and in the absence of feedback from the client, may proceed to close the work independently
8 LIMITATIONS OF LIABILITY
The client assumes full responsibility regarding the ownership of the content, writings, logos and other material necessary for the realization of the web pages i.e. the WEBSITE / MOBILE APPLICATION, WEB MARKETING CAMPAIGN (all GOOGLE SERVICES and/or all SOCIALS), GRAPHICS, VIDEOS or any other product of the realizer (www.00up.co.uk) and assures that the same are within its legitimate availability, are not contrary to mandatory legal regulations and do not infringe any copyright, trademark, distinctive sign, patent or other right of third parties arising by law, contract and/or custom. The principal shall substantially and procedurally indemnify the developer by holding the developer harmless from any loss, damage, liability, cost and expense, including attorney’s fees, arising from any violation described above.
9 CONFIDENTIALITY OBLIGATIONS
In the execution of this contract, the parties undertake to respect and have their employees respect the confidentiality of all information, data, documentation and news, in whatever form provided, that is deemed confidential and not intended for public dissemination. To this end, the parties will take all necessary preventive measures, as well as legal action as may be necessary to prevent the dissemination and use of information deemed confidential. If the dissemination to third parties of material or information deemed confidential was caused by acts or facts directly attributable to the parties and/or their employees and/or suppliers, the responsible party will be required to compensate the other party for any damages related to the breach of the duty of confidentiality.
Information for which either party can demonstrate that:
-Was already aware prior to their acquisition under this contract;
-Information and documentation related and connected, directly or indirectly, to the performance of obligations under this contract;
-Are already in the public domain, regardless of an omission of contractual obligations covered in this article. The confidentiality bond will continue in force after the conclusion of this contract and in any case until the confidential information becomes public knowledge.
10 RIGHT OF WITHDRAWAL
The principal has the right to terminate this contract within 14 (fourteen) working days from its conclusion, with the payment of a penalty in favor of the implementer equal to 30% (thirty percent) of the total amount of the contract, without prejudice to the right to greater damages.
11 EXPRESS TERMINATION CLAUSE
Pursuant to Art. 1456 c.c. it is expressly agreed that the contract will be terminated as of right in the event of non-performance of even one of the obligations set forth in items 3, 6 and 7 of this contract.
Following termination for any of the said reasons, the principal shall pay by way of penalty a sum equal to 30% (thirty percent) of the total amount of the contract, without prejudice to the right to greater damages.
12 DEFAULT OF PAYMENT OBLIGATION
In case of non-payment of the amounts specified in the contract – even of a single installment if installment payment is agreed upon – 00Up Srls reserves the right to black out or suspend services until said default is cured.
13 UNILATERAL CONTRACT AMENDMENTS
In the event of extraordinary events beyond the direct control of 00UP Srls, the implementer reserves the right to make changes in the conditions, including economic conditions of this contract. Said changes will be communicated with a notice of 30 (thirty) days to the principal, in writing and stating the reasons justifying the proposed changes with the caption “Proposed Unilateral Contract Change.” It is the principal’s right to terminate the contract without charge by the date set for the new conditions to take effect.
14 ASSIGNMENT OF CONTRACT
The customer as of now declares himself to be aware that in case of transfer of the supplier’s business to a third party, the subrecipient will acquire all rights and obligations towards the customer, subject to the legal requirements regarding the notification of the transfer transaction to the same, pursuant to and for the purposes of art.1407 civil code.
15 APPLICABLE LAW AND JURISDICTION
This contract is governed by Italian law.
The parties declare that for any dispute relating to the interpretation and/or execution of this contract the Court of CUNEO where the maker has its registered office shall have exclusive jurisdiction.