1. Generalities of the parties
Contract between Mavigex s.r.l., located in Via Selice 191/B, 40026, Imola (BO), P.iva and C.F. IT02538241205,(Supplier), and the Client.
2. Subject
The subject of this Contract is the provision by the Supplier to the Customer of the software production service described and more fully detailed in the "Commercial Proposal" (hereinafter only "Proposal") which constitutes an integral part of this Contract.
3. Price, payment obligations and waiver of compensation
The price is determined in the Proposal and is always exclusive of VAT.
Acceptance of the Proposal by the Customer entails the obligation on the part of the Customer to pay the Supplier the fees and any other sums due under these conditions on the agreed due dates, even if the service due from the Supplier cannot be performed for reasons beyond the Supplier's control.
The Customer may not delay payments due for any reason whatsoever, nor set off any sums that may be due from the Supplier, hereby waiving set-off also pursuant to Article 1246 of the Civil Code.
4. Methods of payment
Payment terms for the amounts stated in the offer should be understood to be fixed and binding; payment terms provide for bank transfer at 30 days invoice date unless otherwise specified if stated in the Proposal.
All values quoted in this offer are exclusive of VAT.
Any fees must always be paid in advance when the service is activated, 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 Client, will be separately quoted.
Only for non time & material production activities, upon completion of the development activities, Mavigex will proceed to release the software and related documentation to the Client. The Client will provide feedback to Mavigex regarding the successful Testing within 20 working days, possibly reporting potential failures with respect to the specifications. Upon successful Testing the realized source codes will be delivered to the Client.
Separate quotation will be given for the activity requested by the Customer, in case of failure of final testing in cases where the activity performed by the Supplier is not approved due to the fact and fault of the Customer, due to failure to communicate essential information during the initial stages (design phase, writing of functional specifications, creation of wireframes and mockups) or in case during testing the Customer deliberately and suddenly changes its initial intentions.
The actual time required for the provision of the software production service will be estimated and agreed with the Client upon completion of the initial project development phases, taking into account the complexity of the task.
The Customer is made aware that the Supplier's compliance with the timelines thus agreed upon will depend strictly on the Customer's fulfillment of its obligations under 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 shall ensure the best functionality of the implemented software, guaranteeing that it will be brought online in the Customer's proprietary systems if expressly agreed in the Proposal and at the design stage, with express exclusion of liability for any damages from non-activation, non-use and possible loss of revenue from downtime.
Where not expressly provided for, the onus will be exclusively on the Customer to independently provide for the bringing online of the software on its own infrastructure, as well as for any restorations, and the Supplier will in no way be required to carry out the maintenance and updating of the software and, more generally, to perform any management and/or maintenance activities on the software produced.
The Customer is hereby made aware that the Supplier makes use of the work and services such as, for example, regulatory compliance services, systems security, cloud infrastructure, and web domains rendered by Third Party subcontractors and, therefore, the Customer represents that he/she has read and agrees to the individual contract terms and privacy policies of the Third Party subcontractors, releasing the Supplier from any liability in connection with the proper functioning or availability, or both, of such services,
indemnifying and holding harmless Supplier itself (as well as any companies controlled or affiliated by it, its representatives, directors, agents, licensees, partners and employees), from any obligation or liability.
The Client, under its sole responsibility, declares that it is aware that the services of Third Party subcontractors related to compliance are insusceptible tools that are a substitute for the legal advice necessary to be certain that the Client is not in violation of any applicable regulation, and that it is aware that the Provider, in proposing the use of the services of Third Party subcontractors is not providing any kind of legal advice and is in no way suggesting or encouraging the Client to avoid having its business subjected to a compliance review by its own trusted counsel, which, on the contrary, is certainly encouraged.
It is the Client's duty to report to the Supplier any additions and/or changes that may become necessary on the content generated thanks to the tools of Third Party sub-suppliers. If, on the other hand, it is the Supplier who reports on its own initiative the need for any updates, it is understood that where the Customer refuses to carry out such updates, it shall as of now assume full responsibility for them, holding, at the same time, the Supplier indemnified and held harmless from any damages, direct and indirect, that may arise.
The Customer also exonerates the Supplier for inefficiencies, malfunctions, suspensions and/or interruptions of the service provided and damages caused by causes not attributable to it, such as but not limited to: fortuitous event or force majeure, catastrophic events, fact of the third party, 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-compliance or obsolescence of the equipment used by the Customer or third parties, as well as failures or malfunctions of the machines and software owned by the Supplier, unless the Supplier, in the latter case, does not make efforts to eliminate the failure or malfunction within a maximum period of 2 working days.
It is understood that in such cases, the Supplier shall not be liablè 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 but not limited to economic/financial losses, business, revenues and profits and/or commercial goodwill; the Customer, therefore, indemnifies the Supplier accepting as of now that it shall have nothing to claim from the same by way of compensation, indemnification, reimbursement or in any other capacity.
The Supplier does not guarantee the successful commercial and economic outcome resulting from the exploitation of the works covered by this contract.
8. Processing of personal data
Personal data requested and collected during communications between the parties, in compliance with the EU GDPR regulation, are collected and processed for the purpose of: activating and maintaining in respect of the Client the procedures for the execution of what is requested, maintaining a private client file, maintaining a public work file.
The Customer warrants that it has fulfilled all obligations under the privacy regulations in relation to the data processed and transferred to the Supplier. The parties acknowledge that the Client has designated the Supplier as the Data Processor pursuant to Article 28 GDPR in a separate document.
Information on the Processing of Personal Data, ex art. 13-14 reg.to EU 2016/679 is available at any time at 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 strict confidentiality with regard to the information, material and content with which it will come into contact during the execution of this provision. Mavigex also undertakes to return, upon simple request, all documents made available.
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 of reports received by the Supplier from third parties in connection with violations of applicable regulations through the use of the hosting service by the Customer, it is the right of the Supplier to suspend the service and require an express statement with documentation attesting to the regularity of operations carried out in accordance with the law. Only in case of clarification will the Supplier be obliged to reactivate the service.
It is understood that under no circumstances will Mavigex be held liable for any uploads by the Client of illicit content to the Client's proprietary software.
The Customer undertakes to attend all meetings agreed upon with the Supplier and to produce, within the agreed terms, the material, documentation and any other information that are requested by the Supplier in order to enable him to properly fulfill the obligations placed on him. Otherwise, the Supplier shall be understood to be relieved of all liability for any delays in performance or inability to perform. The Supplier's requests will be made by e-mail, including during the course of the work, and the Customer must respond within the next 5 days. In case of non-performance by the Customer, the Supplier shall have the right to suspend the provision of the services provided under this Contract, and if the non-performance by the Customer continues for a period longer than 30 days, this Contract shall be deemed to be terminated as of right, remaining the obligation of the Customer to pay the Supplier all that is due, including the consideration for the work performed by the latter up to that time for the realization of the website, as provided and quantified for the relevant stage of progress of work. If the Customer fails to attend the last meeting scheduled for the testing of the software, without a justified reason, and 30 days elapse without the final testing being carried out due to the Customer's negligence, the contract shall be deemed to have been fully performed by the Supplier and, therefore, the Supplier shall be entitled to the agreed consideration for the implementation of the website in full.
In the event of testing and completion of production, the Supplier will provide access keys and credentials to the Customer, who will therefore be responsible for any misuse that cannot in any way be attributable to the Supplier's responsibility.
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 stipulated obligations, the Supplier shall have the right to terminate this contract as of right by notifying the Customer that it intends to avail itself of the said clause with immediate effect and without prejudice to compensation for damages and recovery of any debts.
In the event of the above failure, it is the right of the Supplier to interrupt the service by taking the server off-line and therefore the Customer shall guarantee and hold the Supplier harmless in relation to any damages suffered as a result of the interruption of the service.
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 Provider is committed to providing the highest possible quality and reliability in all its services and consulting, adopting state-of-the-art technologies and best practices recognized in relevant global communities.
References to warranties available to the Supplier are given below:
Professional Liability of Information Technology Professionals:
BLUE XL CATLYN - Computer services bulletin board
Ceiling € 500,000.00
Last update: May 22, 2025