Saving Project Team srl - General Terms and Conditions
To make this agreement more comprehensible, Saving thinks it useful to clarify the following terms: "Software" means the NOS Software for which you place an order (upon execution of this Agreement or later). Includes executable code of the NOS product. Includes new versions, updates and revisions of the purchased NOS license, but only as part of the maintenance rules outlined in this agreement."Distributed Software" means the application modules of the NOS software, as written in the document "Product description" attached to this Agreement. "User" means a person authorized by you to access the NOS Software.
2.1 We grant you a non-exclusive and non-transferable license of the NOS software product for its use. The license to use the NOS Software is perpetual, valid only for one company name, even if it is part of a group of companies, unless the entire Agreement is terminated under the provisions of this agreement. 2.2 Only you and Users have the right to use the Software NOS. You may not make the Software available for use by any third party, may not use the Software NOS to process data of or carry out functions for any third party other than (as may be applicable) your parent or any of your subsidiary companies and only the number of Users indicated in the license you have purchased can use the product.Additionally, you may not rent, lease or timeshare the Software NOS.
3.1 Your execution of this Agreement, If you are interested in buying the NOS product, you can ask for an offer to Saving, sending via email a your personal data, the corporate name of your company, the email address and the name of the NOS module for which you wish to receive a offer.Our Commercial Sales Department will contact you within 24 hours to define with you technically and commercially the best NOS solution that meets your needs. After completing the technical analysis phase with you, Saving will be happy to send you the offer.
3.2 Order and order confirmation
By staying within the validity terms of the offer, you can issue your NOS Software Order. Saving reserves the right to accept it and to send you the relative Order Confirmation.
3.3 Invoicing and payment
You shall pay all amounts due to us pursuant to this Agreement within twenty (30) days after receipt of our digital invoice. In order to have the use of the NOS software you have purchased, you will have to prove that the regular payment of our invoice has occurred.
3.4 Tax Payment
All fees and charges quoted in this Agreement exclude any applicable taxes which will be chargeable at the then prevailing rate. You will be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts you are liable to pay to us under this Agreement.
4.1 For a period of sixty (60) days from the date of delivery of the Software to the user ("Warranty Period"), we guarantee that the Software will function substantially. The software will not produce an incorrect or unexpected result or will behave unintentionally when it will operate on the designated equipment running under the operating systems specified in our Offer.
4.2 If during the Warranty Period you provide us with evidence that the Software does not function substantially we will, at our option, correct the Software Error free of charge no later than thirty (30) days after the expiration of the Warranty Period.
4.3 Except as specifically provided in Sub-Sections 4.1 and 4.2 above, we give no warranties and make no representations, whether express or implied, in respect of the Software or any service we provide under this Agreement and any such warranties and representations are excluded.
4.4 Without limiting the generality of the foregoing, we do not provide or release any warranty or representation regarding the quality, fitness for a particular purpose or performance of the NOS Software, that the NOS Software is free of errors or features in combination with other software other than indicated in our Order Confirmation. 4.5 As the software is complex, we recommend checking and saving your work. In no case will we be liable for incidental, direct or indirect, special or consequential damages included, loss of data and information, including loss of profits, loss of business, loss of goodwill, business interruptions arising out of or relating to this Agreement or license or use of the NOS Software or for any third party claims. 4.6 Our liability for any loss or damage arising from the provision of the NOS software and / or provision of services under this Agreement (including but not limited to negligence or any other cause of action) will not exceed the purchase price of the software license NOS purchased from you.
5.1 The Saving Project Team srl owns and will maintain the total and complete ownership of the intellectual property rights and the title of the NOS Software. It is possible to: customize the graphic interface of the NOS software and modify it to optimize the functionalities useful to the user, but these operations must not violate the intellectual property rights of our distributed NOS Software.It is not possible to circumvent, repair or misuse any method of protection provided for use not authorized by the NOS software, including, but not limited to, the license code; or use the software in a manner other than as expressly provided for in this Agreement.
5.2 It will be your commitment not to remove or alter any trademark of the NOS software, copyright, confidentiality or other property right in the NOS software or in the User Manual or affixed to the support with the software that will be delivered with this agreement
6.1 With this Agreement, you are entitled to enter into maintenance for the NOS Software.
6.2 the Maintenance Service, with an annual duration including:
- the delivery of updates to the NOS Software Product, ie the "Maintenance Release" versions revised for the elimination of errors and the new versions containing improvements or modifications that Saving will deem necessary to make relating to functionality present in the Product;
- the correction of the errors of the NOS Product: provided that each Software Product NOS is constructed and tested by Saving in order to operate in accordance with the technical product documentation, the parties acknowledge that there may be cases of malfunction or error, to avoid offers an error correction service, which will be carried out directly by Saving or by its Partners, always with responsibility for the same Saving. The error correction service provided by Saving will be provided on the latest released version of the product .;
- Availability of a mailbox firstname.lastname@example.org. to which the Service Desk of Saving, provides reception of reports from their customers. Saving undertakes, with reasonable efforts, to rectify any software errors that the user will provide us with a clear explanation and written notification and that can be recreated using any unaltered version of the NOS Software.
The NOS License Maintenance Service lasts 12 months with alignment starting from 1 January and expiring on December 31 of each year.
6.3 Maintenance is mandatory and must be purchased together with the NOS Software License.
6.4 In the user's experience, the Maintenance can be renewed every year after the purchase of the NOS software; the period will always be 01 January - 31 December of each year. We will comply with our obligations under this subsection if we provide new versions, updates or revisions to applicable software that corrects the software error.
6.5 Maintenance Service Coverage Hours
The hours of coverage, during which the service of receiving anomaly reports is active and in which the interventions are carried out, are from Monday to Friday, from 9 to 17, from Monday to Friday, except for midweek holidays of the Italian calendar.
6.6 The purchase of the annual Maintenance of the NOS software for the following years must be made at the same conditions indicated elsewhere in this Agreement for the purchase of the Licenses of the NOS product.
6.7 At any time, the user of the NOS software can ask Saving for more technical, oraganizzative and opeative details that regulate the Maintenance service for the NOS product.
7.1 At any time, the Customer of the NOS software may terminate all that is provided in this agreement with thirty (30) days written notice. However, the Customer will not be entitled to a refund of the license and Maintenance fee paid up to that time.
7.2 We may terminate the entire Agreement immediately by giving written notice in the event that any of the provisions of the contract are violated, such as, for example, failure to pay the license or Maintenance, or if a violation has not been remedied substantial part of this Agreement within thirty (30) days of the written notification of withdrawal to the user that specifies the nature of such violation. In the case of cessation of the commercial activity of Saving in the normal course, an appointee, an administrator or another similar official is instructed by Saving to take control over the Customer for everything concerning the NOS product purchased with this Agreement.8.3 If the whole of this Agreement is terminated by you or us pursuant to this Section 8, you lose your right to use the Software. In such event you agree that we return all data, at your costs, with your and our written permission.
It is not possible to transfer this Agreement, in whole or in part, or transfer the software without our prior written consent.
8.2 Export restrictions
The Customer undertakes to comply with all applicable Italian export laws to ensure that neither the Software nor any of its derivative products are exported, directly or indirectly, in breach of Italian law.
8.3 Law and jurisdiction
This Agreement will be governed by and construed in accordance with Italian law. The competent court is that of Milan.