General terms and conditions for software development and systems integration services

1. Generalities of the parties

Agreement between Mavigex s.r.l., with registered office at Via Piero Gobetti 52/3, 40129 Bologna, VAT No. and Tax ID No. IT02538241205, (Supplier), and the Customer.

2. Subject

The subject matter of this Agreement is the provision by the Supplier to the Customer of the software development service described and further detailed in the “Commercial Proposal” (hereinafter referred to simply as the “Proposal”), which constitutes an integral part of this Agreement.

3. Price, payment obligations and waiver of compensation

The price is specified in the Proposal and is always exclusive of VAT. The Customer’s acceptance of the Proposal entails the Customer’s obligation to pay the Supplier the fees and any other amounts due under these terms and conditions by the agreed due dates, even if the service owed by the Supplier cannot be performed for reasons not attributable to the Supplier. The Customer may not delay payment of amounts due for any reason, nor may the Customer set off any amounts that may be owed by the Supplier, and hereby waives the right to set-off, including pursuant to Article 1246 of the Italian Civil Code.

4. Methods of payment

The payment terms for the amounts specified in this offer are fixed and mandatory; payment must be made by bank transfer within 30 days of the invoice date, unless otherwise specified in the Proposal. All amounts listed in this offer are exclusive of VAT. Any fees must always be paid in advance prior to service activation, and this also applies to subsequent renewals.

4a. Suspension of service.

Delay in payment beyond the tenth day from the due dates shall result in the suspension of any service provided by the Supplier to the Customer, including services activated before or after this Contract.

4b. Default interest and charges for overdue debts

Delayed payment beyond the 30th day from the due dates will result in the application of default interest at the legal rate prescribed for late payments in commercial transactions without the need for formal notice of default.

5. Surplus interventions and timing of implementation

Any activities and services not explicitly described and detailed in the Proposal are not included in the Contract and, if requested by the Customer, will be subject to a separate quotation. Only for non-time-and-material production activities, upon completion of the development work, Mavigex will deliver the software and related documentation to the Customer. The Client shall provide Mavigex with confirmation of successful acceptance testing within 20 business days, noting any potential malfunctions relative to the specifications. Upon successful acceptance testing, the source code developed will be delivered to the Client. The work requested by the Client will be subject to a separate quotation in the event of failure to pass final acceptance testing due to the Client’s failure to approve the work performed by the Supplier—whether due to the Client’s actions or negligence—resulting from a failure to provide essential information during the initial phases (design phase, drafting of functional specifications, creation of wireframes and mockups) or if, during testing, the Client deliberately and suddenly changes its initial intentions. The actual time required to provide the software development service will be estimated and agreed upon with the Client at the conclusion of the initial project planning phases, taking into account the complexity of the assignment. The Client is hereby informed that the Supplier’s ability to meet the agreed-upon deadlines will depend strictly on the Client’s fulfillment of the obligations set forth in Article 12 of this Agreement.

6. Duration, tacit renewal and termination

This contract is effective from the time of its completion for the terms stated above. In relation to the provision of continuous services (e.g., maintenance), this contract has a term of 12 months and is understood to be renewed tacitly and under the same conditions for the next 12 months and so on each subsequent expiry date, except that the right of termination is exercisable by both parties, by means of notice to be sent via PEC with at least 3 months' notice before the relevant expiry date. In the event that the customer intends to withdraw from the contract without just cause before the established expiry dates, the fees and in general any other agreed sum shall still be understood to be due to the Supplier, even if they refer to activities not yet performed, as better indicated in Article 3 above.

6a. Obligations in case of termination

In any case of termination, withdrawal or cessation of effectiveness of the contract, the customer undertakes to transfer its data contained on servers or equipment of the Supplier to others owned by it or by third parties appointed by it, within 60 days from the date of termination, withdrawal or cessation. Failing this, the Supplier shall be deemed as of now to be authorized to permanently delete all such data.

7. Assumption and disclaimer

The Supplier ensures the optimal functionality of the implemented software, guaranteeing its deployment on the Customer’s systems if expressly agreed upon in the Proposal and during the design phase, with express exclusion of liability for any damages resulting from failure to activate the software, failure to use it, or any loss of profits due to downtime. Unless expressly provided for, the Customer shall bear sole responsibility for independently deploying the software on its own infrastructure, as well as for any necessary restorations, and the Supplier shall in no way be required to perform maintenance or updates to the software or, more generally, to carry out any management and/or maintenance activities on the software produced. The Customer is hereby informed that the Supplier relies on the work and services of third-party subcontractors, such as services for regulatory compliance, system security, cloud infrastructure, and web domains; therefore, the Customer declares that they have read and accept the individual contractual terms and privacy policies of such third-party subcontractors, thereby releasing the Supplier from any liability regarding the proper functioning or availability—or both—of such services, and indemnifying and holding harmless the Supplier (as well as any subsidiaries or affiliates thereof, its representatives, directors, agents, licensees, partners, and employees) from any obligation or liability. The Customer, under its sole responsibility, declares that it is aware that the compliance-related services provided by third-party sub-suppliers are not a substitute for the legal advice necessary to ensure that the Customer does not violate any applicable regulations, and that it is aware that the Supplier, by proposing the use of third-party sub-supplier services, is not providing any form of legal advice and is in no way suggesting or encouraging the Customer to avoid having their business undergo a compliance review by their trusted legal counsel—which, on the contrary, is certainly encouraged. The Customer is required to notify the Provider of any additions and/or modifications that may become necessary to the content generated using the tools of third-party sub-providers. If, on the other hand, the Supplier, on its own initiative, reports the need for any updates, it is understood that should the Customer refuse to implement such updates, the Customer hereby assumes full responsibility for such refusal and, at the same time, indemnifies and holds the Supplier harmless from any direct or indirect damages that may arise. The Customer also releases the Supplier from liability for service disruptions, malfunctions, suspensions, and/or interruptions of the service provided, as well as for damages caused by factors not attributable to the Supplier, including but not limited to: acts of God or force majeure, catastrophic events, acts of third parties, unauthorized modifications or interventions on the services or equipment performed by the Customer or third parties, incorrect or non-compliant use of the service by the Customer, failure, malfunction, non-conformity, or obsolescence of equipment used by the Customer or third parties, as well as failures or malfunctions of machinery and software owned by the Provider, unless, in the latter case, the Provider makes every effort to remedy the failure or malfunction within a maximum of 2 business days. It is understood that in such cases, the Provider shall not be liable for any loss, damage, or injury suffered and/or to be suffered by the Customer and/or third parties, whether direct or indirect, foreseeable or unforeseeable, including, by way of example and without limitation, economic/financial losses, loss of business, revenue, and profits, and/or loss of goodwill; The Customer therefore indemnifies the Supplier and hereby agrees that it shall have no claim against the Supplier for compensation, indemnification, reimbursement, or any other reason. The Supplier does not guarantee commercial or financial success resulting from the use of the works covered by this contract.

8. Processing of personal data

The personal data requested and collected during communications between the parties, in compliance with the EU GDPR, are collected and processed for the following purposes: to initiate and maintain procedures with respect to the Customer for the fulfillment of their requests, to maintain a private customer database, and to maintain a public project database. The Customer warrants that it has fulfilled all obligations under privacy regulations regarding the data processed and transferred to the Supplier. The parties acknowledge that the Customer has designated the Supplier as the Data Processor pursuant to Article 28 of the GDPR in a separate document. The Privacy Notice regarding the Processing of Personal Data, pursuant to Articles 13–14 of EU Regulation 2016/679, is available at any time on the website mavigex.com

9. Failure to activate the service

If there are technical, organizational or other reasons that hinder the activation of services, the Supplier will notify the Customer of the non-activation or non-renewal without further charge.

10. Confidentiality

Mavigex undertakes to maintain the utmost confidentiality regarding the information, materials, and content with which it comes into contact during the performance of this contract. Mavigex also undertakes to return, upon simple request, all documents made available to it.

10a. Use of the reference

The Client authorizes Mavigex to include its name in presentations or other promotional materials and to use the work performed for the Client as references to its clients and suppliers.

11. Obligations of the customer and suspension of service

In the event that the Provider receives reports from third parties regarding violations of applicable regulations resulting from the Customer’s use of the hosting service, the Provider reserves the right to suspend the service and request an express statement, accompanied by documentation, certifying that the operations carried out are in compliance with the law. The Provider will be required to reactivate the service only after the matter has been fully clarified. It is understood that under no circumstances will Mavigex be held liable for any uploads by the Customer of unlawful content onto the Customer’s proprietary software. The Customer agrees to attend all meetings scheduled with the Provider and to provide, within the agreed-upon deadlines, the materials, documentation, and any other information requested by the Provider in order to enable the Provider to properly fulfill its obligations. Otherwise, the Provider shall be deemed relieved of any liability for any delays in performance or inability to perform. The Supplier’s requests will be made via email, including during the course of the project, and the Customer must respond within the following 5 days. In the event of a breach by the Customer, the Supplier shall have the right to suspend the provision of services under this Agreement; furthermore, if the Customer’s breach continues for a period exceeding 30 days, this Agreement shall be deemed terminated by operation of law, and the Customer shall remain obligated to pay the Supplier all amounts due, including compensation for the work performed by the Supplier up to that point in the development of the website, in accordance with the terms and amounts specified for the relevant phase of project progress. If the Client fails to attend the final meeting scheduled for software testing without a valid reason, and 30 days have elapsed without the final testing being performed due to the Client’s negligence, the Contract shall be deemed fully performed by the Supplier; accordingly, the Supplier shall be entitled to the full agreed-upon fee for the development of the website. Upon acceptance and completion of the project, the Supplier will provide the access keys and credentials to the Client, who will therefore be responsible for any improper use, for which the Supplier shall in no way be held liable.

12. Limit in service migration and disclaimer

The Supplier disclaims any responsibility for any damage in the inbound or outbound transfer stages. The Supplier will communicate auth-code and credentials for outgoing transfers only after verification of the regularity in the accounting position of the Customer.

13. Express termination clause and service interruption

If the Customer fails to fulfill even one of the established obligations, the Supplier shall have the right to terminate this contract as of law by notifying the Customer of its intention to invoke said clause with immediate effect, without prejudice to the right to claim damages and recover any outstanding amounts. In the event of the aforementioned breach, the Supplier reserves the right to suspend the service by taking the server offline; therefore, the Customer shall indemnify and hold the Supplier harmless from any damages suffered as a result of the service interruption.

14. Changes

Any amendment to this Contract must be in writing, signed jointly by the parties.

15. Exclusive jurisdiction

The court of Bologna is elected as the exclusive place of jurisdiction.

16. Professional Liability Insurance

The Supplier undertakes to provide the highest possible quality and reliability in all of its services and consulting, by adopting state-of-the-art technologies and best practices recognized by the relevant global communities. The guarantees offered by the Supplier are listed below:

Professional Liability Insurance for IT Professionals: BLUE XL CATLYN – IT Services Registry; Maximum Coverage: €500,000.00

Last update: May 22, 2025