General Terms and conditions

GENERAL TERMS AND CONDITIONS OF PURCHASE OF MATERIALS

1. Definitions

1.1 In these General Terms and Conditions for the purchase of coded material, the terms below have the following meanings:

a) “Urbana”: the company Urbana Smart Solutions SRL;
b) “Supplier”: the company appointed by Urbana to supply products (so-called coded material);
c) “Party” or “Parties”: Urbana and the Supplier individually or jointly considered;
d) “Order” or “Orders”: the purchase order issued by Urbana to the Supplier;
e) “Call-off”: a request for partial delivery of products;
f) “Products”: the products requested by Urbana from the Supplier based on the Orders;
g) “Equipment”: the equipment provided on loan by Urbana to the Supplier for the manufacture of the Products;
h) “Storage Period”: the time period (e.g., quarterly, semi-annual, annual, etc.) during which the Supplier guarantees the availability and delivery of the Products to Urbana based on the production schedule specified in the Order;
i) “General Conditions”: the general terms and conditions outlined below:

2. Validity of the General Conditions

2.1 The General Conditions govern the framework supply agreement between Urbana and the Supplier; consequently, the General Conditions form an integral part of each Order and apply to every supply of Products, unless otherwise stipulated in the Order itself.

2.2 These General Conditions are valid indefinitely from the date of their signing and cancel and replace any prior general conditions that may have been signed by the Supplier with Urbana.

2.3 The General Conditions are deemed to be known by the Supplier by virtue of the signature and/or execution of the Order by the Supplier.

2.4 The Supplier cannot invoke or assert conditions different from those contained in the General Conditions or the Order. Therefore, any conditions specified in writing on the Supplier’s offer, subsequent to acceptance or acknowledgment of the General Conditions or the issuance of the Order, or otherwise stated in brochures, catalogs, publications, drawings, or invoices, are not valid.

2.5 In any case, Urbana and the Supplier may regulate the supply conditions in a specific written contract instead of the General Conditions.

3. Acceptance of the Order

3.1 The Order, which may be sent by Urbana via email, fax, or communication tools specified in Article 25, is considered accepted by the Supplier through confirmation sent via Urbana’s portal or by transmitting to Urbana, including by email or fax, the signed copy of the Order by the Supplier’s legal representative or another authorized signatory, or by providing confirmation on the Supplier’s form.

3.2 The Order is also deemed accepted when the Supplier executes it or fails to notify Urbana in writing of its intention not to execute the Order within five days of its issuance.

3.3 If the Supplier’s acceptance contains new or different conditions from those contained in Urbana’s Order, it is considered a new proposal that does not bind Urbana unless expressly accepted by the latter.

4. Continuity of Supplies

4.1 To ensure continuity of supplies and avoid sudden interruptions that could seriously harm Urbana, the Supplier agrees to notify Urbana in writing of its intention to discontinue executing future Orders with reasonable advance notice, which shall not be less than 12 months, or another term agreed upon in writing between the Parties.

4.2 Within the same period specified above, the Supplier agrees to notify Urbana of any aesthetic, functional, performance, or technical changes to the Products that may render them unsuitable for Urbana’s use.

4.3 For each month of non-compliance with the notice requirements under Articles 4.1 and 4.2, the Supplier shall pay Urbana a penalty equal to three times the average monthly turnover achieved by the Supplier with Urbana in the 24 months preceding the last delivery of Products, without prejudice to additional damages suffered by Urbana.

5. Prices and Payments

5.1 The prices indicated in the Order are fixed and non-revisable unless otherwise agreed upon in the Order itself. Any price increases, for any reason, will only be valid and binding for Urbana if previously accepted in writing by Urbana.

5.2 Payments will be made according to the terms and methods specified in the Order.

5.3 It is understood that, in the event of contractual breach by the Supplier during the execution of any Order, Urbana may suspend payments pursuant to Article 1460 of the Civil Code.

5.4 If the Supplier is liable for penalties payable to Urbana under the General Conditions, the corresponding amount may be regularly invoiced by Urbana to the Supplier and deducted from pending payments, where sufficient. If insufficient, the difference shall be paid by the Supplier upon Urbana’s request.

5.5 Urbana reserves the right to withhold sums due as payment for defective or missing Products until defective Products are replaced or repaired and/or missing Products are replenished.

6. Ownership, Deliveries, and Penalties

6.1 Ownership of the Products transfers from the Supplier to Urbana upon delivery according to the agreed delivery terms between the Parties, including under Incoterms® 2010.

6.2 The Order may specify that Product delivery occurs: (i) on a fixed date or (ii) based on periodic production schedules, with Urbana entitled to request partial deliveries during the Storage Period specified in the Order.

6.3 The execution of Orders based on periodic production schedules is carried out as follows:

a) The Order is issued by Urbana at least 30 days before the start of the Storage Period;
b) During each Storage Period and the subsequent term indicated in the Order, Urbana may request partial deliveries of Products with individual Call-offs based on its needs, respecting any minimum batch sizes indicated in the Order;
c) To address potential increases in Product demand, the Supplier shall always maintain a minimum stock of Products (so-called safety stock) in the quantity indicated in the Order during the entire Storage Period;
d) The Supplier must manage the safety stock using the FIFO (first in, first out) method and, in case of depletion or reduction, replenish the minimum quantity within a maximum of two weeks. Additionally, the Supplier authorizes Urbana to conduct inspections, with prior notice, at its warehouses to verify the safety stock’s existence.

6.4 To facilitate optimal production management, Urbana may provide the Supplier, upon request, with indicative Product purchase forecasts. It is understood that such forecasts are purely indicative and not binding on Urbana.

6.5 Product delivery must occur at the destination specified in the Order or individual Call-offs within the terms and conditions outlined therein.

6.6 The delivery times specified in the Order or Call-off are strict and essential.

6.7 In the event of non-delivery of Products within the stipulated deadlines, Urbana may require the Supplier to pay a penalty equal to 3% of the total Order value for the delayed material for each week of delay, up to a maximum of 30% of such value, without prejudice to compensation for additional damages. If the delivery delay exceeds three weeks, Urbana may cancel the Order in whole or in part.

6.8 The imposition of penalties and Order cancellation does not limit Urbana’s right to claim further damages.

7. Transportation Documents and Invoices

7.1 Products must always be accompanied by transportation documents, prepared in compliance with applicable laws, expressly indicating the Order’s date and number. Otherwise, Urbana may refuse the delivery.

7.2 Invoices must be sent to Urbana’s headquarters within the legal deadlines. Invoices that do not clearly indicate the Order’s number and date and the relevant transportation document details are not accepted.

8. Logistics and Packaging

8.1 Products must be delivered by the Supplier in compliance with Urbana’s logistics protocol. For any non-compliance with this protocol, Urbana may request the Supplier to pay a penalty of EUR 50.00.

8.2 Packaging of the supplied goods is considered “disposable” unless otherwise agreed in writing.

8.3 Packaging must in any case be appropriate for the supplied material and the transportation means provided. Any damage to the supplied material will be attributed to the Supplier, regardless of the delivery terms.

8.4 Urbana reserves the right not to accept Products if unloading activities cannot be performed safely due to the hazardous nature of transportation or improper positioning on the vehicle used by the Supplier or its appointed carrier.

9. Surpluses

9.1 Urbana has no obligation to purchase, store, return, or bear any responsibility for materials supplied in excess of the quantities specified in the Order, even if these have been temporarily stored in Urbana’s warehouses.

9.2 Urbana may return the aforementioned surpluses at the Supplier’s expense, who shall exclusively bear all related risks.

10. Product Verification

10.1 The Supplier is obligated to deliver Products only after verifying their freedom from defects and compliance with the technical specifications agreed upon between the Parties.

10.2 Products supplied by the Supplier may be marketed by Urbana or used in manufacturing final products (in the case of raw materials, semi-finished goods, or components) without any obligation on Urbana’s part to conduct prior checks for defects or compliance with technical specifications. Therefore, delivery of Products does not constitute their acceptance by Urbana.

10.3 However, Urbana reserves the right to conduct inspections at any time, including random checks, to verify the condition, quantity, and quality of the Products.

11. Warranty for Defects

11.1 The Supplier warrants that the Products are free from defects of any kind and comply with the technical specifications agreed upon between the Parties.

11.2 Notwithstanding the provisions of the Civil Code, Urbana may report defects within 15 days of their discovery and in any case within five years from delivery.

11.3 If defects are found in the Products or if they are non-compliant, Urbana may request their replacement or total/partial cancellation of the Order, returning the Products at the Supplier’s expense and risk or retaining the delivered items, without prejudice to the right to claim damages. Replacement must occur as soon as possible and, in any case, no later than the deadline set by Urbana.

11.4 In the event of damages caused by defects in the Products, the Supplier is liable for all direct and indirect damages incurred by Urbana, its customers, and end users, as well as any costs incurred by Urbana related to such Products. Furthermore, the Supplier agrees to indemnify and hold Urbana harmless from any claims made against it for damages caused by the Products and to intervene in any legal or extrajudicial proceedings involving Urbana to secure its release from the process.

11.5 Without prejudice to the above, the Supplier undertakes to maintain appropriate insurance coverage for damages that may result from defects in its Products throughout the supply relationship.

12. Force Majeure

12.1 If supply cannot be performed due to force majeure, delivery deadlines are extended for the duration of the force majeure event. The Supplier must promptly inform Urbana of the occurrence and cessation of the force majeure event and take all necessary measures to overcome the difficulty and minimize potential harm to Urbana.

12.2 If the force majeure event causes significant delivery delays, Urbana has the right to revoke/cancel the Order, in whole or in part, by written notice to the Supplier.

13. Subcontracting, Assignment of Orders, and Credits

13.1 Any subcontracting, assignment, or delegation of Orders to third parties, including associated companies, must be authorized in writing by Urbana. In any case, the Supplier remains liable for the actions of such third parties and their employees.

13.2 In the case of subcontracting or delegation, the subcontractor or delegate must also comply with these General Conditions.

13.3 Unless otherwise agreed in writing, the Supplier is prohibited from assigning credits matured or to mature against Urbana, including under factoring agreements.

14. Product Origin and Hazardous Materials

14.1 The Supplier commits to providing Urbana annually, or whenever requested by Urbana, with a declaration of origin for the Products as per applicable EU or national laws and promptly communicating any related changes.

14.2 The Supplier agrees to explicitly indicate in writing to Urbana any hazards associated with the ordered materials to prevent incidents and harm to people and property.

14.3 In case of non-compliance, the Supplier is solely and directly responsible for any damages caused to people or property.

15. Product Compliance

15.1 The Supplier agrees to comply with all regulations concerning restricted and/or banned substances within the European Union, particularly those outlined in Regulation (EC) No 1907/2006 ("REACH") and subsequent amendments. Specifically, the Supplier commits to:

a) Systematically adhering to legislation and regulations banning or restricting the use of products or substances effective within the European Union at the time of Order issuance or Product delivery;
b) Informing Urbana within 45 days of any updates to the REACH candidate list about the presence of substances listed therein within the supplied Products.

15.2 Even when manufacturing or marketing Products outside the European Union, the Supplier guarantees that all Products supplied to Urbana comply with the following EU regulations ("EU Directives"), as amended:

Directive 2011/65/EU ("RoHS II Directive"), regardless of applicability;

Directive 2014/35/EU ("Low Voltage Directive");

Directive 2014/30/EU ("Electromagnetic Compatibility Directive");

Directive 2014/34/EU ("ATEX Directive");

Directive 2015/53/EU ("RED Directive");

Directive 2009/125/EC ("ErP Directive");

Regulation (EU) 305/2011 ("Construction Products Regulation");

Directive 2012/19/EU ("WEEE Directive");

Directive 2006/66/EC concerning batteries and accumulators.

15.3 The Supplier further undertakes to stay informed about future developments, amendments, and supplements to the REACH Regulation and EU Directives, ensuring that Products

15.4 Should Products fail to comply with REACH Regulation or EU Directives or lose compliance due to subsequent amendments or modifications, the Supplier agrees to notify Urbana in advance, explaining the reasons for non-compliance.

15.5 Upon Urbana's request, the Supplier shall provide documentation proving Product compliance with REACH and EU Directives, including declarations of conformity, test reports, technical documents, and any other necessary documentation.

15.6 If Urbana identifies non-compliance, Urbana may request replacement under the same Order terms or cancel the Order partially or fully. Replacement must occur promptly and within the specified delivery timeline, failing which Urbana reserves the right to cancel the Order.

15.7 Products outside the scope of the aforementioned regulations must still comply with Directive 2001/95/EC ("General Product Safety"). Additionally, each Product must be designed, manufactured, and tested in accordance with harmonized EN standards or, if unavailable, international IEC or ISO standards or national technical committee standards. Where no standards exist, testing specifications must be agreed upon between the Parties.

15.8 Compliance with European Directives is indicated through CE marking and any additional required symbols on the Product, packaging, or user manual.

16. Supplier Personnel and Workplace Safety

16.1 The Supplier guarantees that Orders are executed by its personnel under regular employment contracts compliant with current regulations, without any form of labor exploitation, and with the necessary means to ensure proper execution of Orders in compliance with applicable laws. The Supplier agrees to provide Urbana with relevant documentation to verify compliance with the above upon request.

16.2 The Supplier guarantees that Products are manufactured in workplaces and with machinery and equipment meeting safety, hygiene, and health standards. In particular, the Supplier ensures compliance with workplace safety and accident prevention regulations applicable at the location where the Order is executed.

16.3 The Supplier must take all necessary actions to ensure its personnel strictly adhere to safety laws, including regarding Urbana’s equipment and materials in use by the Supplier.

16.4 If Urbana personnel need to be present at the Supplier’s facilities, the Supplier, under safety and health legislation, must inform Urbana personnel of specific risks present, and the preventive and emergency measures adopted. Additionally, the Supplier must ensure the elimination of potential risks and designate a responsible person for Urbana personnel during their stay.

17. Equipment

17.1 Urbana may provide Equipment on loan to the Supplier under terms outlined in a separate document signed by both Parties. This document is updated periodically if necessary.

17.2 The Supplier must verify that the Equipment is in good condition, properly maintained, and suitable for its intended use.

17.3 The Supplier is obligated to use Equipment with care and diligence, maintaining it in full working order. The Supplier must ensure that personnel operating the Equipment are adequately trained and adhere to regulations.

17.4 Upon conclusion of the supply relationship or upon Urbana’s request, the Equipment must be returned in good working order, excluding normal wear and tear.

17.5 The Supplier is solely responsible for damage caused to Urbana or third parties due to the use of Equipment and must indemnify Urbana against any claims.

17.6 Any ordinary or extraordinary maintenance of the Equipment shall be subject to specific written agreements between the Parties.

17.7 The Equipment is and shall remain the property of Urbana. Under no circumstances is the Supplier authorized to use it to manufacture products for third parties, for its own purposes, or in quantities exceeding those ordered by Urbana. The Supplier is also expressly prohibited from reproducing the Equipment or subjecting it to reverse engineering.

17.8 Upon termination of the supply relationship or at Urbana’s request, the Equipment must be promptly returned to Urbana in perfect working order and without any damage, except for normal wear and tear.

17.9 The Supplier may loan the Equipment to third parties only with Urbana’s prior written authorization. In any case, the Supplier remains liable to Urbana for any non-compliance with the above obligations by such third parties.

18. Urbana’s Intellectual and Industrial Property

18.1 The Supplier agrees not to disclose or use technical information, designs, prototypes, formulas, or market knowledge obtained from Urbana, except for fulfilling Orders.

18.2 Urbana retains ownership of technical information, designs, and knowledge provided to the Supplier. The Supplier may only use such information to execute Orders and must return all documentation upon Urbana’s request.

18.3 Any inventions arising from the execution of Orders are subject to automatic licensing rights for Urbana to manufacture, sell, and use such inventions.

18.4 In the event that, in connection with the work performed, the Supplier develops an invention, all documentation necessary or useful for its implementation in production shall be made available to Urbana. Regarding such inventions and the related industrial property rights, Urbana shall automatically be granted a license for production, sale, and use.

18.5 At Urbana's request, the Supplier agrees to affix Urbana's trademark to the ordered products, without this constituting the grant of a license to use the said trademark.

19. Supplier’s Intellectual and Industrial Property Warranty

19.1 In the event that the Products are manufactured by the Supplier not based on technical information, projects, drawings, or models provided by Urbana, the Supplier warrants to Urbana that it is the legitimate holder of all industrial and intellectual property rights over the Products and, if not, that it has obtained authorization from the respective holders to use said rights for the purpose of fulfilling the Orders.

19.2 The Supplier undertakes to indemnify and hold Urbana harmless from any judicial or extrajudicial claims, as well as from any liabilities, losses, costs, damages, and expenses, including legal fees, that Urbana may incur or be subjected to as a result of third-party claims regarding violations of their rights or titles. Urbana shall promptly notify the Supplier of such claims, and the Supplier agrees to participate in the proceedings to ensure Urbana's exclusion from liability.

19.3 In the event that a judicial authority, arbitral tribunal, or extrajudicial agreement definitively determines the violation of a patent, industrial property right, or intellectual property right, or if the Supplier reasonably believes that the Products may infringe upon third-party industrial property rights, the Supplier, at its own expense and at Urbana’s discretion, undertakes to:
(i) obtain the right for Urbana to continue the commercialization and use of the Products globally,
(ii) replace the Products with similar ones,
(iii) modify the Products to avoid infringing third-party rights,
(iv) accept the return of the Products and refund Urbana the purchase price along with any additional expenses related to the supply, including, but not limited to, delivery/return costs and installation/deinstallation costs.

20. Privacy

20.1 Urbana and the Supplier undertake to process any personal data they may become aware of in the context of the activities described herein in compliance with the provisions of Legislative Decree 196/2003 regarding Privacy protection, in order to exercise the aforementioned rights to execute the Orders.

21. Ethical Code and Organizational Model

21.1 If the Supplier violates Urbana’s ethical principles, Urbana may cancel Orders and terminate the relationship, reserving the right to claim damages.

22. Confidentiality

22.1 Any information, data, knowledge, invention (patented or patentable), design, technical or production document, know-how, as well as any technical, commercial, marketing, economic, financial, and administrative information relating to Urbana, in any form (written, verbal, magnetic, electronic, by direct observation, etc.) that the Supplier may become aware of during the supply relationship, and that cannot objectively be considered in the public domain, is strictly confidential and proprietary (“confidential information”).

22.2 With reference to the aforementioned confidential information, the Supplier undertakes to:
a) not transfer, disclose, or communicate to third parties, directly or indirectly, in whole or in part, in any form and for any purpose, the confidential information without Urbana's prior express written consent;
b) not use the confidential information, in whole or in part, for purposes other than the supply relationship; c) not copy, duplicate, reproduce, or record the confidential information in any form or by any means, except to the extent strictly necessary for the performance of the supply; d) directly ensure compliance with these commitments by its employees and collaborators;
e) handle and store all confidential information with the utmost care and attention, avoiding any conduct that could undermine the confidentiality obligation; f) return to Urbana, at the end of the supply relationship, all confidential information received.

23. Publicity Ban

23.1 The Supplier is prohibited from disseminating any form of advertising that references services performed for Urbana.

23.2 By way of derogation from this prohibition and at its sole discretion, Urbana may grant the Supplier, on a case-by-case basis, authorizations for specific forms of advertising to be carried out in accordance with the methods that will be prescribed.

24. Termination Clause

24.1 In the event of non-performance, incorrect, or partial execution by the Supplier of the provisions set forth in Articles 4, 6, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, and 23, Urbana, pursuant to Article 1456 of the Civil Code, may cancel the Orders and declare the supply relationship terminated by means of a simple written notice sent to the Supplier, without prejudice to the right to claim compensation for any damages.

24.2 Under the same terms and conditions set forth in the preceding clause, Urbana may cancel the Orders and terminate the supply relationship in the event of the Supplier's death, judicial custody, bankruptcy, admission to insolvency proceedings, or insolvency, as well as in the event that the Supplier can no longer fulfill its obligations or undergoes a change in corporate structure that introduces factors detrimental to the continuation of the supply relationship.

25. Communications Between the Parties

25.1 The Parties acknowledge that information exchanges concerning the supply relationship (e.g., Order transmission and acceptance, definition of delivery terms, etc.) may occur via Urbana’s supply chain collaboration tools, including email, web portals, or other tools.

25.2 Data and information communicated via such tools shall have contractual validity and are binding on the Parties.

26. Governing Law and Jurisdictions

26.1 Orders, even if issued to foreign Suppliers or for materials supplied from abroad, are governed by Italian law.

26.2 The Vienna Convention on International Sale of Goods, dated April 11, 1980, and other conventions regulating international sales and conflicts of law do not apply.

26.3 Any disputes arising between the Parties fall under the jurisdiction of Italian courts, notwithstanding Urbana's right to pursue legal action where the Supplier is domiciled or resides.

26.4 Summary proceedings under Articles 633 et seq. of the Italian Civil Procedure Code or similar measures are excluded.

The Supplier, through its legal representative duly authorized to sign, hereby subscribes to indicate full acceptance of the General Terms and Conditions. (Stamp and Signature)

GENERAL TERMS AND CONDITIONS OF LICENSE AND SERVICE

1) GENERAL PROVISIONS

These GENERAL TERMS AND CONDITIONS OF LICENSE AND SERVICE PROVISION, hereinafter also referred to as the "GTC", govern the contractual relationship resulting from the acceptance by Urbana Smart Solutions S.r.l. (hereinafter "Urbana"), with registered office at via San Donà 127A, Mestre (Venice) Italy, VAT number 04543920278, of the customer's purchase order (the "Customer"). The execution of the order is subject to the Customer's acceptance of these GTC, which must be read carefully.

The application of these GTC by Urbana is cited in all order confirmations sent by Urbana to its Customers.

The execution of the contract shall be deemed as tacit acceptance of these GTC, unless the Customer has expressly contested the contents thereof in writing, prior to such execution.

Any provision derogating from or in addition to these GTC must be expressly set forth in writing on Urbana's letterhead and countersigned by both parties, otherwise it shall be deemed invalid and unenforceable. In case of interpretative conflict, the provisions contained in the GTC shall prevail.

Urbana reserves the right to modify, at its sole discretion, its GTC. The most up-to-date version thereof shall be attached to the order confirmation. The order shall be construed as an irrevocable offer to purchase, while it shall be deemed accepted by Urbana only following order confirmation or order fulfillment.

Acceptance of these General Terms and Conditions shall be deemed accepted by the Customer from the date of receipt of the order by Urbana.

2) ORDER PROCEDURES

Any offers made by Urbana, unless expressly stated otherwise in writing within the offer itself, shall have a maximum validity of 30 days from the date of issue of the offer. Upon expiry of the term, the offer shall automatically lapse. All orders must be submitted in writing and be complete in all parts necessary for the correct identification of the Products requested. Any telephone or verbal orders shall be considered as confirmed to the Customer. The Customer may request the cancellation or modification of the order only before its execution, by written communication. Urbana shall have the right to refuse modifications or cancellations of orders in relation to the progress of the order. Modifications and cancellations, in order to be effective, must be expressly accepted by Urbana.

3) PRICE AND PAYMENT TERMS

Payments shall be made in accordance with the methods and terms indicated in the order confirmation. Prices do not include taxes, duties, shipping costs, insurance, customer training, or after-sales service, unless such items are expressly provided for in the offer.

The prices applied to the order shall be those in force at the time of acceptance of the Order itself or the different ones specifically agreed upon. Payments shall be made within the stipulated terms, even in the event of a delay in delivery or total/partial loss of the goods not attributable to Urbana. In the case of deferred payments, failure to pay even one installment shall result in the immediate due date of the balance of the other installments pursuant to art. 1186 of the Civil Code.

Checks and bank drafts shall be considered as payments made only upon their actual clearing.

In the event that payments are not made within the agreed times, from the day following the expiry of the term for payment, interest on the amount due shall accrue, without the need for a formal notice of default, at the rate provided for by Legislative Decree no. 231 of 9 October 2002, as amended by Legislative Decree no. 192/2012.

Urbana, in the event of a delay in performance by the Customer, shall have the right to:

– suspend in whole or in part the execution of orders in progress on the date of the default;

– revoke the agreed payment deferrals, thus making all of the Customer’s credits immediately due;

– terminate the contractual relationship with the Customer. Urbana, to the extent permitted by law, reserves the right to claim compensation for any further damage, as well as reimbursement of any costs or expenses incurred for the recovery of its credit, including legal fees. In the event of any delay in the payment of the consideration, all sums1 then due by the Customer to Urbana, even in relation to other supplies, shall become immediately due in full, and any payment deferral granted by Urbana shall be deemed revoked for this purpose. Payments shall be made in Euros; other currencies may be agreed upon in writing between the parties, within the limits permitted by law.  

PART ONE

GENERAL TERMS AND CONDITIONS APPLICABLE TO THE LICENSE AND THE PROVISION OF SERVICES

4) DEFINITIONS

For the purposes of these GTC, the following terms shall have the meanings set forth below:
• Source Code: the source code is the text of a program written in a programming language. The source code must be appropriately processed to become an executable program; such processing is necessary to execute the program.
• Hardware: the set of technical, mechanical, electrical, and electronic equipment of a data processing system (personal computer) on which the software is installed and through which the Software is used.
• Maintenance: maintenance and update services for software equipment as more specifically indicated in the individual order or in these GTC.
• SaaS Mode (Software-as-a-Service): an architectural model for the provision of IT services that allows the software to remain installed on an IT platform belonging to Urbana, which performs all the operations necessary for its functioning on behalf of the Customer. In such a case, the architectural model entails that the processing and application technology, hardware, and software are centrally managed by a service provider.
• SotS Mode (Software-one-time-service): a one-time service mode.
• Assistance Services: activities, in any form, provided by Urbana to assist the Customer in performing tasks related to the implementation of the supplied product.
• Software: an organized and structured set of instructions in any form or on any medium capable, directly or indirectly, of executing or obtaining a specific result through an electronic information processing system.
• Storage Medium: the fixed or removable media on which the Program resides.
• Project Manager: the person authorized to represent the licensee in all matters related to the execution of the supplied products.
• Associated Units: the video unit, workstation, personal computer, printers, peripherals, and internal supports.
• Use: the processing and use of the program for data processing purposes.

5) SOFTWARE LICENSE AGREEMENT

With respect to the Software, Urbana grants the Customer a non-exclusive and non-transferable service-based license to use the software, of which it is the legitimate owner, to be accessed remotely via the Internet for the provision of the services specified in these GTC.

The Software service is provided both as a recurring service (defined as SaaS – Software as a Service) and as a one-time service (defined as SotS – Software One-Time Service).

The license authorizes the Customer to carry out the following activities:
a) use and display the Software only in the manner specified in the documentation provided with the Software and solely for internal commercial purposes;
b) use and display the Software through web viewing software (browser);
c) use the Program for the number of Registered Users and in the manner specified in the written agreement between the Parties.

Urbana authorizes the use of the Software exclusively for the duration of the purchased services and guarantees the Software's updates for the same period.

6) MAINTENANCE

In addition to the usage license, Urbana provides the Client with the Maintenance and Support service, which includes:

legal updates, solely for the licensed software;

any new releases of the Software that Urbana may develop over time to enhance and improve the software licensed as a service;

the correction of any errors in the software licensed under this agreement, identified by the Licensee and acknowledged as such at the sole discretion of the Licensor.

In the event of a request for services not listed above, the Licensor reserves the right to provide such services only upon the Licensee’s signing of a specific estimate.

The Maintenance Service will be performed as follows:

The maintenance service will be delivered in SaaS mode.

For the correction of errors that may be present in the Software, the Client is required to provide Urbana with written documentation of the malfunction encountered. Once the error is acknowledged, at Urbana’s sole discretion, as an actual defect, Urbana undertakes to perform the Maintenance Service by providing information for defect correction, issuing a temporary workaround, or releasing a corrected version of the Software.

Urbana will provide the Client with any new versions of the Software following changes in legislation that require modifications to the processes carried out.

Implementations and improvements will be made and incorporated into the Software at Urbana’s sole discretion.

Updates will be performed at intervals determined solely by Urbana.

The Maintenance Service does not include the correction of malfunctions caused by improper use of the Software by the Client or their personnel.

7) SOFTWARE OWNERSHIP

Urbana holds ownership of the original software and all copies, regardless of the medium or form used.

All registered and unregistered trademarks, as well as any distinctive marks or names affixed to the program and its related documentation, remain the property of Urbana, without granting the Client any rights to them. The Client agrees not to destroy, alter, or remove such trademarks, distinctive marks, or names and commits to reproducing them on backup copies.

- Source Codes

The License of Use does not grant any rights to the original source code. All techniques, algorithms, and processes contained within the software and related documentation are protected by copyright and are the property of Urbana. Therefore, they may not be used by the Client for purposes other than those stated in these GTCs.

In the event that Urbana is no longer able to provide its services or ceases its activity, Urbana will provide the detailed coding of each device’s communication protocol so that it may be used by another provider under the same connectivity standards.

8) DURATION OF THE LICENSE OF USE

The SaaS License of Use agreement starts from the testing date and will remain valid for a period of 1 (one) year.

Upon expiration, the agreement will be tacitly renewed on a yearly basis unless terminated by either party via registered letter with acknowledgment of receipt or PEC, with at least 90 (ninety) days' notice prior to the agreement’s expiration.

The SotS License of Use agreement starts from the testing date and will remain valid for the entire operational duration of the installed field devices, as defined in the sales order.

9) OBLIGATIONS AND RESPONSIBILITIES

The Licensed Software fully complies with the requirements provided by the Client in their Order as confirmed by Urbana.

Urbana undertakes to correct and eliminate defects and discrepancies, including those that may arise, reported and notified by the Client within a period of 1 (one) year from the delivery of the Software to the Client, without imposing additional costs on the Client.

To this end, Urbana commits to promptly resolving the issue or providing a written, reasoned response within no more than 30 working days from the date the Client submits the intervention request, which may also be sent via fax or email.

The Client undertakes, on their behalf and on behalf of their employees, consultants, and agents who have access to the Software, to take all appropriate and necessary measures to ensure the confidentiality of the Software and its related documentation, and agrees not to allow third parties to use, even occasionally, extract partial or full copies, or consult the Software.

Access to the Service is granted through the use of an identification code (UserID) and a password assigned to the Client by Urbana and communicated to them via email at the reference email address provided during the order phase.

The Client is required to store and use these codes with the utmost diligence and confidentiality, to change the password at least once every 6 months for increased security, and to not transfer the management codes to third parties. The Client is therefore responsible for their safekeeping. In this regard, the Client acknowledges and accepts that third parties’ knowledge of these codes could enable unauthorized use of services registered to them.

The Client acknowledges that they will be held responsible for any damage caused to Urbana and/or third parties due to third-party knowledge or use of the password and/or UserID, even resulting from the failure to comply with the aforementioned requirements. The Client further commits to immediately notify Urbana in writing of any theft, loss, or misappropriation by third parties of said codes. The Client assumes full responsibility for any direct or indirect damage caused to their data, Urbana, and/or third parties as a result of non-compliance with the above requirements.

The Client is prohibited from using the licensed Software for illegal purposes, unlawful acts, violations of regulations, laws, or national and international ordinances, or to upload or transmit viruses or any other type of harmful code that may be used to alter the operation of the Service. Urbana reserves the right to suspend service usage in the event of a violation of any of the prohibited uses.

Urbana is not liable for any damage caused to property or persons due to the malfunctioning of equipment or installed software that is not attributable to its actions or in cases of maintenance performed by unauthorized third parties.

In the event of system or individual equipment outages following maintenance, Urbana, except in cases of fraud or gross negligence, is not liable for any losses incurred by the Client or third parties, including, but not limited to, lost profits, costs for activity restoration, civil liability towards third parties, or business losses.

The Client undertakes to ensure that the necessary IT Hardware and Software infrastructure required for connection to the use of the Software complies with the minimum requirements specified by Urbana.

The Licensee is deemed responsible for managing all matters placed under their charge in relation to:

have Personal Computers networked or stand-alone for connection to the services provided;

have the necessary communication line to connect to the network infrastructure defined during the system commissioning phase;

manage the related contracts and bear the costs with an Internet Provider for connectivity and internet access services;

take advantage of the training courses, made available by Urbana, regulated by separate contracts and not, to allow people a functional use of the services;

use and view the Software and the Program only in the ways provided for in the documentation provided and only for the permitted uses and within the indicated limits;

upload their own data, coding and parameterization of the programs, for use according to their specific needs.

Urbana undertakes to provide the Customer, in addition to the Software under a Use License as a service, the new versions of the Software, modifications, updates, improvements and the related technical support for installation and the resolution of technical problems that will be better specified in the order relating to the maintenance services.

In case of non-renewal of the license, for whatever reason it may occur, Urbana undertakes to guarantee the functionality of the Software for a period of 5 years from the initial activation. The update will be limited to the version used at the time of activation.

Urbana is not liable for any damage caused to property or persons due to the malfunctioning of the equipment or software installed, not attributable to its intervention, in the event of maintenance carried out by unauthorized third parties. It is liable for damages caused or suffered by its technical personnel during maintenance or assistance operations at the Customer's premises.

In the event of interruptions in the operation of the system or of a single piece of equipment, following maintenance work, Urbana, except in cases of willful misconduct or gross negligence, is not liable for any losses suffered by the Customer or third parties, including, but not limited to, lost profits, expenses for the restoration of activities, civil liability towards third parties, loss of business.

10) WARRANTY

Urbana warrants to the Customer against all possible claims of third parties relating to alleged copyrights on the Software. Urbana cannot, however, be held liable for any type of damage related to the Software arising from fortuitous events or force majeure and does not provide any warranty for them. Urbana warrants that the Software at the time of installation and loading will be in perfect working condition. The warranty provided is conditional on the correct functioning of the machines and the related system program in use by the Customer or by third-party users, as well as on the correct use of the system by the same. Urbana undertakes for the 2 (two) months following the date of testing, to intervene and make the necessary corrections in the event of any malfunctions, only if such malfunctions are not the consequence of non-compliance with the rules indicated in the user documentation and the incorrect use of the Software by the Customer. Urbana cannot in any way be held responsible for disruptions and/or damages caused using the Software subject to this contract in the event of:

a) tampering or interventions that compromise the correct functioning of the Software carried out by Customer personnel or by third parties not authorized by Urbana;
b) incorrect use of the Software by the Customer or by operators or third-party users authorized by the Customer;
c) irregular functioning of Hardware or Software used by the Customer, the maintenance of which is not carried out directly by Urbana;
d) use by the Customer of Hardware or Software indispensable for the development and use of the developed software not supplied and/or recommended by Urbana, and lacking the necessary approvals and/or licenses;
e) total or partial interruption of the local access service or termination of the call provided by a telecommunications operator and/or the internet network;
f) breaches, non-performance and violations of the law attributable to the Licensee, such as, by way of example but not limited to, violations of the GDPR. It is however understood that any changes made directly by the Customer to the Software will result in the immediate termination of any warranty by Urbana.

11) PAYMENTS

Payments for the SaaS license shall be made annually and shall be due upon activation of the license, unless otherwise agreed in the offer and order. Payments for renewals shall be made within 90 (ninety) days of the annual expiration date. Failure to make timely payment shall result in the termination of the license. Payments for the on-premises license shall be made as a one-time payment and shall be due upon activation of the license, unless otherwise agreed in the offer and order. In the event of non-payment or late payment by the Customer, Urbana may immediately suspend the license, software updates, and maintenance and support services.

PART TWO – GENERAL PROVISIONS

12) CONFIDENTIALITY

The terms and conditions, together with any other information explicitly defined as “confidential” and provided to the Customer, are confidential and shall not be disclosed, orally or in writing, by the Customer to any third party without the prior written consent of Urbana.

Urbana declares that its hardware and software systems contain confidential and valuable proprietary information; the Customer undertakes to protect the data and information with which it comes into contact with at least the same degree of care and confidentiality, but in any case, with no less care than the ordinary care it uses for its own information that it does not wish to disclose to the public.

Urbana reserves the right to transmit the data or information to parties delegated by it and to communicate them exclusively within the scope of the purpose of the service provided, subject to the signing by such parties of an undertaking to keep the data confidential.

The data will be processed for the entire duration of the existing contractual relationship, as well as subsequently, for the fulfillment of legal obligations and for purposes connected with the execution of the contract.

13) DATA PROTECTION

The parties acknowledge that personal data will be processed in compliance with security measures suitable to guarantee the confidentiality and secrecy of the data. Urbana undertakes to maintain the strictest confidentiality regarding any information and/or data concerning the Client's business and trade secrets of which it becomes aware in the performance of this contract, and undertakes, moreover, to ensure that this obligation of secrecy is strictly observed by its employees, consultants and collaborators. The parties mutually agree that, if one of them were to violate one of the confidentiality obligations, the other party could suffer irreparable damage, therefore, both undertake to respect and to ensure that their employees respect the obligation of confidentiality on all information, data, documentation and news, in whatever form provided, that are considered confidential and not intended for public dissemination. If the disclosure 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 shall be liable to compensate the other party for any damages connected with the breach of the confidentiality obligation. The obligation of confidentiality shall continue to be valid even after the termination of the contract and in any case until the confidential information becomes public domain. For the purposes of data protection legislation, Urbana does not object to being possibly appointed as "Data Processor" of the Client's data necessary for the purposes of the maintenance service, if any, provided: in this regard, it declares from now on that in this hypothesis it will observe with scrupulous attention the instructions contained in the relevant designation act. It is understood that the appointment of Urbana as data processor shall in any case cease upon termination of the relationship with the Client, with effect from the date of such termination. With reference to the processing by Urbana of the Client's personal data or the Client's personnel and collected and processed by Urbana for contractual purposes and with its own methods, Urbana is responsible for the processing of such data pursuant to the GDPR ("Client's Personal Data"). These will be processed by Urbana in accordance with the General Data Protection Regulation EU n. 619/2016 ("GDPR") and the contents of law 196/2003 as amended. Urbana undertakes not to communicate the aforementioned data to third parties and to make use of it other than in connection with the implementation and management of the contract, following the commercial purposes provided for contractually.

14) TERMINATION CLAUSE

Without prejudice to the provisions of law, this Agreement shall terminate automatically pursuant to and for the purposes of Article 1456 of the Italian Civil Code in the event of breach of any of the obligations set forth in Articles 3, 5, 6, 7, 9, and 11 of these General Terms and Conditions.

Termination shall be communicated by registered letter with acknowledgment of receipt or by certified email. The effects of termination shall take effect from the date of receipt of such communication.

The effects of termination shall take effect from the day following receipt of the termination notice.

Upon the effectiveness of the termination of this Agreement, Customer shall return to Urbana all copies of the Software in its possession or, if this is not possible, shall destroy all of the foregoing.

In the event of early termination, the refund of the consideration already paid shall be governed as follows:

a) in the event of termination by Urbana, Urbana shall refund to Customer the fee no longer covered by maintenance;
b) in the event of early termination by the Customer or due to a breach by Customer of the aforementioned articles, Urbana shall not refund anything.

15) COMMUNICATIONS BETWEEN THE PARTIES

For the purposes of executing this agreement, the parties elect their domicile at their registered office and, therefore, respectively:

a) as regards Urbana:

Address: Via San Donà, 127A, 30174, Venezia Mestre, Italy

Telephone: +39 041 8686988

e-mail: info@urbanasolutions.it

b) as regards the Client at the address indicated in the order.

Communications sent by e-mail shall be effective immediately; those sent by registered mail with acknowledgment of receipt shall be effective upon receipt, or, in the event that the registered mail confirms a previous communication by fax, upon dispatch. E-mail communications shall only be valid if followed by a confirmation e-mail of receipt; each party undertakes to send a confirmation of receipt as soon as the message has been actually received.

The Parties shall promptly communicate, during the term of the contract, any change in their respective addresses. In the event of failure to communicate the change, all communications and/or notifications that are made based on the addresses indicated above shall have full force and validity.

At the aforementioned addresses, or at those subsequently indicated, the parties elect their domicile, including for the purposes of any judicial notifications, except as may be provided for by mandatory provisions contained in the Code of Civil Procedure.  

16) GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Italy.

17) JURISDICTION

For any dispute arising out of or in connection with these General Terms and Conditions and this Agreement, the exclusive jurisdiction and venue shall be the courts of Venice.

GENERAL TERMS AND CONDITIONS OF SALE

1) GENERAL PROVISIONS

These GENERAL TERMS AND CONDITIONS OF SALE, hereinafter referred to as the “GTC”, govern the contractual relationship arising from the acceptance by Urbana Smart Solutions S.r.l. (hereinafter referred to as “Urbana”), with registered office at via San Donà 127A, Mestre (Venice), Italy, VAT No. 04543920278, of the customer’s (the “Customer”) purchase order proposal. Execution of the order is subject to the Customer’s acceptance of these GTC, which the Customer must review.

The application of these GTC by Urbana is referenced in all order confirmations sent by Urbana to its Customers.

The execution of the contract will be deemed tacit acceptance of these GTC unless the Customer expressly contests their content in writing prior to the execution.

If the products (the “Products”) supplied to the Customer are subsequently exported by the latter, it is the Customer’s responsibility to obtain, at its own expense, all necessary licenses and authorizations, and to comply with export regulations between Italy and the destination country.

Any agreement that derogates from or supplements these GTC must be expressly documented in writing on Urbana’s letterhead and countersigned by both parties, or it will be deemed invalid and unenforceable. In the event of interpretative conflicts, the provisions contained in the GTC shall prevail.

Urbana reserves the right to modify its GTC at its sole discretion. The most updated version will be attached to the order confirmation.

The order is deemed an irrevocable purchase proposal and will be accepted by Urbana only upon the issuance of an order confirmation or execution of the order itself.

Acceptance of these GTC is deemed accepted by the Customer as of the date Urbana receives the order.

2) ORDER PROCEDURES

Any offers made by Urbana, unless expressly stated otherwise in the offer itself, are valid for a maximum of 30 days from their issuance. After this period, the offer will automatically expire.

All orders must be submitted in writing and must include all details necessary to correctly identify the requested Products. Verbal or telephone orders will only be deemed valid if confirmed in writing to the Customer.

The Customer may request the cancellation or modification of an order only before its execution by providing written notice.

Urbana reserves the right not to accept modifications or cancellations of orders depending on the progress of the order processing. For modifications or cancellations to take effect, they must be expressly accepted by Urbana.

3) PRICES AND PAYMENT TERMS

Payments must be made according to the terms and conditions indicated in the order confirmation. Prices do not include taxes, duties, shipping costs, insurance, customer training, or after-sales services unless expressly stated in the offer.

Prices applied to the order will be those in effect at the time of acceptance of the order or those explicitly agreed upon otherwise.

Payments must be made by the agreed deadlines, even in the event of delivery delays or partial/total loss of goods not attributable to Urbana. In the case of deferred payments, failure to pay a single installment will result in the immediate demand for the full remaining balance as per Article 1186 of the Italian Civil Code.

Checks and bank receipts will only be considered payments once successfully cleared.

In the event of late payments, interest on arrears as per Legislative Decree 231 of October 9, 2002, as amended by Legislative Decree 192/2012, will accrue from the day following the payment deadline without any need for formal notice of default.

In case of Customer default, Urbana may:

Suspend, entirely or partially, the execution of pending orders as of the date of default;

Revoke agreed payment extensions, rendering all Customer’s debts immediately payable;

Terminate the contractual relationship with the Customer.

Urbana, within the limits allowed by law, reserves the right to claim compensation for further damages and reimbursement of any costs or expenses incurred in recovering its credit, including legal expenses. In the event of any payment delays, all sums owed by the Customer to Urbana, including for other supplies, will become immediately payable in full, with any granted payment extensions being deemed revoked.

Payments must be made in Euros; other currencies may be agreed upon in writing within the limits permitted by law.

PART ONE - GENERAL CONDITIONS APPLICABLE TO THE SALE

4) DELIVERY, TRANSFER OF RISK, AND OWNERSHIP

The delivery of Products will be Ex Works (EXW) Mestre-Venice (Italy) – Incoterms 2010. Delivery terms commence on the date of Urbana’s acceptance of the order but are not considered essential. Products are transported at the Customer’s sole risk unless otherwise agreed upon in the offer; delivery is deemed completed upon transfer of the Products to the carrier. All risks of damage or loss of Products are borne by the Customer from the moment of delivery or notice of collection in cases where the Customer arranges its own transport.

Any claims or actions related to transportation must be pursued by the Customer against the carrier. Any damage or loss of the Products, as well as their deterioration, does not release the Customer from the obligation to pay the agreed price.

Urbana is not liable for delivery delays due to:

Force majeure or extraordinary events, scarcity of raw materials, or energy restrictions;

Delays attributable to the Customer, particularly due to failure to provide necessary data for order fulfillment;

Non-compliance with payment terms as per Articles 1460 and 1461 of the Italian Civil Code.

Delays attributable to Urbana may give rise to compensation only if exceeding 90 days and limited to a maximum of 30% of the supply’s value.

The Customer must accept delivery of Products even in the case of partial or delayed deliveries. The Customer bears all costs arising from failure to collect the goods.

In the case of order modifications agreed upon under these Terms and Conditions, the delivery term will automatically be extended to accommodate the modifications.

5) RESPONSIBILITIES AND DEFECT CLAIMS

The Customer must carefully inspect the Products upon delivery and report in writing to Urbana any defects found — or that could be found — during such inspection within 8 (eight) days of delivery. Failure to notify Urbana within this period will result in the Products being considered definitively accepted and compliant with the order. Hidden defects may still be reported within one (1) year of delivery, provided notification is made within 8 (eight) days of their discovery, in accordance with Article 1495 of the Italian Civil Code.

Claims must be made in writing to Urbana and must include all necessary details to trace the shipment: order number, delivery note, invoice, etc. Depending on the condition and type of Products, Urbana may, at its sole discretion:

Supply missing Products in case of quantity errors;

Repair/replace defective Products;

Grant discounts on future supplies;

Issue credit notes and arrange for goods to be returned.

The Customer must refuse delivery from the carrier of packages with damaged packaging and immediately notify Urbana of the issue; otherwise, the Products delivered will be deemed fully accepted in their current state.

Claims or disputes beyond the deadlines specified in the GTC will not be considered, and the Products will be deemed compliant in all respects.

6) WARRANTIES

Urbana guarantees that the supply is: compliant with the order specifications, complies with current laws and regulations, and is free from defects.

The warranty on the product supplied has a duration of 1 (one) year and runs from the date of receipt of the goods, unless there are further warranty extensions.

The warranty does not apply in case of tampering with the Products, deterioration due to causes not attributable to Urbana, use of the Products outside the limits of normal use or established by specific regulations or indicated in the technical documentation supplied by Urbana. The failure of the overall system in which the Products are inserted will not entail Urbana's liability.

7) RETURN OF PRODUCTS TO URBANA

No return of Products shall be permitted without the prior written consent of Urbana, except as provided in the preceding paragraph “Guarantees”. Upon receipt of written approval for the return from Urbana, in order to be entitled to a refund, the Customer must return the Products under the following conditions:

The Products must not have been used (in the case of an incorrect purchase by the Customer) and must be returned in the same condition in which the Customer received them;

The return must be made within 8 (eight) days from the date of the return authorization;

Even if the product packaging is intact, a fixed contribution for the return management costs will be applied in the amount that will be communicated by Urbana;

The items are returned to Urbana at the Customer’s expense and risk. The products to be returned to Urbana must be adequately packaged (using STRICTLY AND RIGOROUSLY the original packaging, otherwise the entire purchase price of the goods will be charged to the Customer) and shipped to Urbana Smart Solutions S.r.l., Via San Donà 127A, 30174, Venezia Mestre.

PART TWO –

GENERAL PROVISIONS

8) CONFIDENTIALITY

The terms and conditions, together with any other information explicitly defined as “confidential” and provided to the Customer, are confidential and shall not be disclosed, orally or in writing, by the Customer to third parties without the prior written consent of Urbana.

Urbana declares that its hardware and software systems contain valuable confidential information; the Customer undertakes to protect the data and information with which it comes into contact with at least the same degree of care and confidentiality, but in any case with care not inferior to that which it uses for its own information that it does not wish to disclose to the public.

Urbana reserves the right to transmit the data or information to subjects delegated by it and to communicate them exclusively within the scope of the purposes of the service rendered, subject to the signing by such subjects of an undertaking of confidentiality of the said data.

The data will be processed for the entire duration of the contractual relationship in force, as well as subsequently, for the fulfillment of legal obligations and for purposes connected with the execution of the contract.

9) DATA PROTECTION

The parties acknowledge that personal data will be processed in compliance with security measures designed to guarantee the confidentiality and secrecy of such data. Urbana undertakes to maintain the strictest confidentiality regarding any information and/or data concerning the Client's business and trade secrets of which it becomes aware in the performance of this contract, and undertakes, moreover, to ensure the strict observance of this duty of confidentiality by its employees, consultants and collaborators. The parties mutually agree that, should one of them violate any of the confidentiality obligations, the other party could suffer irreparable damage; therefore, both undertake to respect and to ensure that their employees respect the obligation of confidentiality on all information, data, documentation and news, in whatever form provided, that are deemed confidential and not intended for public dissemination. Should the disclosure to third parties of material or information deemed confidential have been caused by acts or facts directly attributable to the parties and/or their employees and/or suppliers, the party responsible shall be liable to compensate the other party for any damages connected with the breach of the confidentiality obligation. The obligation of confidentiality shall continue to be valid even after the termination of the contract and in any case until the confidential information becomes public domain. For the purposes of data protection legislation, Urbana does not object to being possibly appointed as "Data Processor" of the Client's data necessary for the purposes of the maintenance service, if any, provided: in this regard, it declares from now on that in this hypothesis it will observe with scrupulous attention the instructions contained in the relevant designation act. It is understood that the appointment of Urbana as data processor will in any case cease upon termination of the relationship with the Client, with effect from the date of such termination. With reference to the processing by Urbana of the Client's personal data or the Client's personnel's data collected and processed by Urbana for contractual purposes and in its own manner, Urbana is responsible for the processing of such data pursuant to the GDPR ("Client's Personal Data"). These will be processed by Urbana in accordance with the General Data Protection Regulation EU no. 619/2016 ("GDPR") and the contents of Law 196/2003 as amended. Urbana undertakes not to communicate the aforementioned data to third parties and to use them only for purposes connected with the implementation and management of the contract following the commercial purposes provided for contractually.

10) TERMINATION CLAUSE

Without prejudice to the provisions of law, the contract shall be terminated by operation of law pursuant to and for the purposes of Article 1456 of the Italian Civil Code in the event of breach of any of the obligations set forth in Articles 3, 4, 6 and 7 of these General Terms and Conditions.

11) COMMUNICATIONS BETWEEN THE PARTIES

For the purposes of the execution of this contract, the parties elect their domicile at their registered office and, therefore, respectively: a) as regards Urbana: Address: Via San Donà 127A, 30174, Venezia Telephone: +39 041 8686988 e-mail: info@urbanasolutions.it b) as regards the Customer, at the address indicated in the order. Communications sent by e-mail shall be effective immediately; those sent by registered letter with acknowledgment of receipt shall be effective upon receipt, or, in the event that the registered letter confirms a previous communication by fax, upon dispatch. E-mail communications shall only be valid if followed by a confirmation email of receipt; each party undertakes to send confirmation of receipt at the time the message is actually received. The Parties shall promptly communicate, during the term of the contract, any change 1 of their respective addresses. In the event of failure to communicate the change, all communications and/or notifications that are sent to the addresses indicated above shall have full force and validity. At the aforementioned addresses, or at those subsequently indicated, the parties elect their domicile, including for the purposes of any judicial notifications, except as may be otherwise provided by mandatory provisions contained in the Code of Civil Procedure.

12) GOVERNING LAW

This contract is governed by Italian law.

13) JURISDICTION

For any dispute relating to these General Terms and Conditions and this contract, the Court of Venice shall have exclusive jurisdiction.

General Conditions of Sale and Purchase