Premises
These General Terms and Conditions of Contract (hereinafter referred to as “General Terms”), together with any specific contractual conditions contained in the contractual offer, govern the methods and terms for the provision and use of all services currently provided by Bluetensor S.r.l. (hereinafter “Supplier”).
Acceptance of these General Terms, published and available at https://bluetensor.ai/it/home-it/, is a necessary and essential requirement for the provision and use of the services offered by the Supplier. By expressly accepting these General Terms, the Client declares that they have read, fully understood, and accepted all contractual clauses contained herein and undertakes to accept any future modifications, additions, and/or updates, which will be published by the Supplier.
Definitions
- “Bluetensor” – the company acting as the contractor of the contract, i.e., Bluetensor S.r.l. (Tax ID/VAT No. 02525420226, represented by its legal representative Ing. Jonni Malacarne, with registered office at Via Primo Maggio 9, 38123 Trento, Italy).
- “Client” – the legal entity, association, foundation, public body, or, in general, any legal entity acting as the Principal.
- “Parties” – Bluetensor S.r.l. and the Client.
- “General Terms” – these General Terms and Conditions of Contract.
- “Software” – a set of programs enabling a computer to perform the required activities and operations.
- “Services” – all services offered by Bluetensor.
- “Work” – the product developed by Bluetensor and commissioned by the Client for the development of Bluetensor’s services.
- “Bug” – an error in the writing of the application software and/or the Mobile App.
- “Source code” – the code through which the program is written.
1 – Contract object
1.1
The object of the contract consists of the set of IT services – governed by a single contractual framework – which the Supplier undertakes to provide, as described in detail in the contractual offer attached to these terms and, in particular, in the annexes. These services will be provided in accordance with the standards and service levels established, using the Supplier’s corporate organization, means, personnel, and the necessary technical specialization resources sufficient to guarantee the above-mentioned levels.
1.2
The object of the contract also includes all ancillary, preparatory, necessary, or merely useful activities for the execution of the service, such as meetings, business trips, etc., whose costs will be fully charged to the Client according to the rates communicated.
2 – Obligations of the Supplier
2.1
For the entire duration of the contract, the Supplier undertakes to provide the specialized services described in detail in the contractual proposal(s) attached to the contract and to achieve the standards and service levels agreed upon during the service start-up phase.
2.2
To provide the services covered by the contract, the Supplier undertakes to:
a) carry out all necessary activities;
b) provide the necessary material resources;
c) provide qualified professionals to implement and, if required, manage the system developed for the Client.
All infrastructures and systems already owned by the Client are excluded.
2.3
During the course of the relationship, the Supplier may offer the Client – who is free to accept – additional services not covered by the contractual proposals. The parties shall agree on the related remuneration. These additional services, falling within the scope of the contractual relationship, will be governed, for anything not expressly agreed upon, by the clauses of this contract.
2.4
The Supplier undertakes to comply with labor, social security, and accident prevention laws and to ensure that its employees receive at least the economic and contractual treatment provided by the applicable national collective bargaining agreement (C.C.N.L.). The management of the Supplier’s staff activities at its premises is under its sole responsibility and does not imply any liability on the part of the Client, nor does it imply the application of Italian Law 1369/1960 or similar laws.
3 – Obligations of the Client
3.1
The Client shall promptly and accurately communicate to the Supplier all circumstances, documentation, information, and, in general, all data relevant for the execution of the contract. The Client is responsible for the accuracy and completeness of the data provided to the Supplier.
3.2
If the installation of equipment owned by the Supplier or its suppliers is required at the Client’s premises, the Client shall:
a) Keep such equipment, provided on loan, with due care and maintain it under optimal environmental conditions;
b) Ensure that it holds all necessary licenses, authorizations, and certifications for the use of said premises (e.g., building permits, occupancy licenses, fire safety approvals, etc.), bearing all related costs, taxes, fines, and expenses;
c) Be liable for deterioration or loss (including fire or theft) of the equipment and related software, even if caused by third parties, and reimburse the Supplier for any replacement or repair costs. Such damaged or lost equipment will not be considered for service level calculation until replacement or repair is completed.
The Client’s staff shall comply with the safety regulations in force at the Supplier’s premises, as communicated by the latter.
3.3
If support equipment is to be installed at the Client’s premises, the Client shall, at its own expense, provide the necessary space, connections, power supply, air conditioning, security devices, and any consumables.
3.5
The Client shall allocate suitable resources to ensure, in compliance with the agreed work plans, support for:
a) preliminary and detailed analysis;
b) technical design phase;
c) preparation of hardware, base software, applications, and all other requirements for service execution;
d) assistance to the Supplier’s personnel during installation;
e) provision of updated documentation for the management of the current service.
3.6
The Client shall inform its suppliers of the Supplier’s authorization to obtain from third parties any services deemed necessary.
4 – Service quality and reporting of defects or non-conformities
The proper execution of the Work will be verified through validation of the software or its planned releases by the Client through appropriate testing. Validation shall take place within 30 days of delivery; after this period, in the absence of reports, the step will be considered validated.
The Client undertakes to formally accept the Work once the Supplier has corrected any Bugs, defects, or non-conformities reported. Upon acceptance, the Parties shall sign an Acceptance Report countersigned by both.
The Client may not refuse to accept the Work if it operates in accordance with the specifications described in the technical sheet.
The Client undertakes to communicate any Bugs, defects, or non-conformities via email to Bluetensor before signing the Acceptance Report or within 60 days thereafter. Any Bugs, defects, or non-conformities reported after this deadline will be considered change requests to the completed Work and will be governed by a separate written agreement.
5 – Liability and warranties
5.1
The Supplier is liable for defects and non-conformities in its performance, except in cases of errors or omissions attributable to the Client – including in data transfer – or malfunctions of software or hardware configurations exclusively attributable to the Client, or where programs are used by the Client contrary to the Supplier’s instructions, or if the Client modifies its IT environment (networks, servers, workstations) without notifying the Supplier, or provides incorrect or incomplete information. The Supplier shall, however, diligently notify the Client of such anomalies.
5.2
The Supplier guarantees that sufficient qualified professionals will be used to provide the agreed services.
5.3
The Supplier undertakes to comply with and ensure that its employees comply with the Client’s behavioral and safety rules when accessing the Client’s premises.
5.4
All data, programs, storage media, and other materials provided by the Client to the Supplier shall be deleted or returned, at the Client’s request and against reimbursement of any related costs, upon termination of this contract.
5.5
The Supplier expressly declares and guarantees, which constitutes an essential element of the contract, that:
i) it is not in a state of bankruptcy, liquidation, controlled administration, or insolvency, nor subject to related proceedings;
ii) it has the specific know-how, resources, and technical, economic, and organizational capacity required to provide the agreed services;
iii) it possesses the technical knowledge appropriate to the complexity of the required activities;
iv) it has assessed the feasibility, risks, and costs of the required services and has deemed the agreed remuneration adequate and convenient;
v) it holds all necessary authorizations, permits, and/or licenses required by applicable regulations to perform the contracted activities.
5.6
The Client also declares and guarantees, as an essential element of the contract, that it is not in a state of bankruptcy, liquidation, controlled administration, insolvency, or other conditions that may compromise its solvency or hinder regular business operations.
6 – Limitation of liability
6.1
The Client releases the Supplier from any liability for service disruptions, interruptions, and/or damages arising from causes not attributable to the Supplier, such as force majeure or unforeseen events (accidents, fires, explosions, strikes, lockouts, earthquakes, disasters, floods, riots, etc.) or other events that make it impossible or difficult to fulfill the contractual obligations within the agreed timeframe.
6.2
The Supplier assumes no liability for the correct functioning and performance of third-party base software used to create the operating and management environments (e.g., operating systems, database software, network software, email systems, third-party applications developed internally by the Client or by third parties on behalf of the Client, except for those developed by the Supplier).
6.3
The Client uses the Service at its own risk and releases the Supplier from liability towards any third party for legal/civil or administrative disputes, as well as from indirect, special, incidental, or consequential damages (including, but not limited to: inability to use or access services, data loss or corruption, lost profits, reputational damage, business interruptions, or similar issues) caused by the use or inability to use the Service, under any theory of liability.
6.4
The Supplier’s contractual liability, for each service or supply and for each year of the contract, shall not exceed 20% of the annual compensation for the services provided, provided that such liability does not arise from willful misconduct or gross negligence. In particular, any contractual or extra-contractual liability for direct or indirect damages suffered by the Client or third parties due to the use or non-use of the programs or the service is excluded.
7 – Confidentiality
7.1
The Supplier guarantees to keep confidential all data and information – including those processed through data processing equipment – obtained or accessed in the course of this contract, and undertakes not to disclose them in any way or form and not to use them for purposes other than those strictly necessary for the execution of the contract. This obligation also applies to all materials created or used in the execution of the contract.
7.2
The Supplier and the Client shall adopt all necessary security and protection measures, both within their organizations and when dealing with third parties, to ensure data confidentiality and comply with all applicable data protection regulations, in particular Regulation (EU) 679/2016 (GDPR) and Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018. Both Parties shall ensure compliance with these provisions by employees, collaborators, subcontractors, and anyone who may have access to the information during the performance of the Work or the Service.
7.3
The Supplier shall ensure – also on behalf of its employees – the confidentiality of data, information, know-how, and software made available to it for the execution of the contract, as well as the confidentiality of any documentation, of any nature, belonging to the Client or prepared by third parties (including employees and promoters) on behalf of the Client.
7.4
Information shall not be considered confidential if:
i) the recipient was already lawfully in possession of it;
ii) it was received from third parties authorized to transfer it without confidentiality obligations.
7.5
The confidentiality obligations shall remain in force for the entire duration of the contractual relationship and for 24 months after its termination.
7.6
The Supplier may indicate the Client as a “success case” for marketing and business development purposes, in compliance with Regulation (EU) 679/2016 and Legislative Decree 196/2003 as amended by Legislative Decree 101/2018.
8 – Authorization for subcontracting
Without prejudice to the Supplier’s direct responsibility towards the Client for the execution of the activities covered by the contract, the Supplier may engage third-party suppliers or professionals of its choice for the performance of such activities.
9 – Fees and payment terms
9.1
The fees for the Supplier’s services are defined in the contractual offer.
9.2
The termination, cancellation, or suspension of one or more services provided by the Supplier does not automatically entail a proportional reduction of the agreed price, which will be subject to negotiation between the parties.
9.3
Invoicing shall follow the methods specified in the contractual offer. The Client shall pay VAT as required by law and shall provide documentation for any exemptions, reductions, or special rates, if applicable.
10 – Late payment and default interest
10.1
If the Client fails to pay invoices within the agreed terms, default interest shall apply for the delay period, calculated in accordance with Italian Legislative Decree 192/2012 and based on the latest applicable rate.
10.2
If payment is not made within the deadline, the Supplier may, after notifying the Client by certified email (PEC) or registered mail, suspend the provision of the Services, in whole or in part. The resumption of Services will be subject to the full settlement of the outstanding amount plus applicable interest.
11 – Contract duration
11.1
The duration of the contract is specified in the attached contractual offer. Both parties may terminate the contract by giving written notice at least 60 days in advance, via registered mail with return receipt (A/R) or certified email (PEC) sent to bluetensor@legalmail.it.
11.2
It is understood that, at the date of termination, all payments due up to that point must be duly settled.
12 – Maintenance contract
12.1
If provided, the maintenance contract shall have a duration of 12 months and will be automatically renewed upon expiry. Either party may terminate it by giving at least two months’ notice via registered letter or PEC sent to bluetensor@legalmail.it.
12.2
The fees and any related instalments shall be governed by the specific Commercial Offer.
12.3
The Supplier undertakes to guarantee dedicated remote support during standard office hours (8 hours per day, 5 days per week) and to intervene promptly to resolve issues in agreement with the Client.
12.4
The Client undertakes to provide remote access for the Supplier’s technical remote support.
13 – Ownership of source codes and intellectual property
13.1
Each party retains ownership of its intellectual and industrial property rights in accordance with Italian Copyright Law (Law 633/1941 as amended by Legislative Decree 518/1982). The parties acknowledge that nothing in this contract shall be interpreted as a direct or indirect transfer of rights relating to their respective Background.
For the purposes of this clause, “Background” means any intangible asset and intellectual or industrial property right protected by national, EU, or international law, including trade secrets and works of authorship such as software and other materials protected under Law 633/1941 and international copyright regulations, owned or co-owned by either party prior to entering into this contract.
13.2
Bluetensor S.r.l. guarantees, under its responsibility, that the Software and any results, data, information, or materials used for its development and for the execution of activities do not infringe third-party rights for any reason whatsoever.
14 – Non-compete clause
14.1
The parties agree not to engage in any direct or indirect competitive practices that could harm one another.
14.2
The parties also agree not to hire or engage any member of the other party’s staff without prior written authorization during the term of the contract and for 12 months after its termination.
15 – Termination of the contract
15.1
In the event of a breach of contractual obligations by one party, the other party may, by written notice specifying the breach, require the defaulting party to remedy the breach within 30 days.
If the defaulting party fails to do so within the given period, the other party may terminate the contract, or an autonomous part of it, in accordance with Article 1456 of the Italian Civil Code, provided that the breach concerns contractual obligations related to service quality and quantity, payment of fees, business confidentiality, data protection, intellectual property rights, or the warranties provided by the Supplier.
15.2
The right to terminate under Article 1456 of the Italian Civil Code may be exercised at any time if the defaulting party fails to remedy the breach.
15.3
Either party may terminate the contract at any time, without penalty, if the other party becomes subject to insolvency proceedings, is declared manifestly insolvent, or enters into liquidation, even voluntarily.
16 – Assignment of the contract
The contract, as well as the rights and obligations arising from it, may not be assigned, in whole or in part, to third parties without the prior written consent of the other party, except for the assignment of receivables.
17 – Processing and protection of personal data
17.1
In performing this contract and all related activities that may involve the processing of personal data, the Supplier undertakes to act in full compliance with applicable data protection legislation, in particular Regulation (EU) 2016/679 (GDPR), adopting adequate organizational and technical measures to ensure the security of the Client’s information as required by Article 32 of the GDPR. These measures aim to prevent accidental destruction or loss of data, unauthorized access, or unlawful processing, ensuring the confidentiality, integrity, availability, and security of the personal data processed.
17.2
The Client guarantees to the Supplier that all data transferred for the management of its system have been lawfully acquired in compliance with applicable privacy laws (in particular Regulation (EU) 679/2016 and Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018) and appoints the Supplier as data processor for such data. The Supplier may therefore lawfully process third-party personal data provided by the Client in execution of the contract.
17.3
During the execution of the contract, the Supplier may access and process, pursuant to Italian Legislative Decree 196/2003, personal data of the Client’s shareholders, customers, employees, collaborators, suppliers, or contacts. The Supplier acknowledges that the Client acts as the data controller for such data.
17.4
The Client shall indemnify and hold the Supplier harmless from any damages, claims, charges, or expenses arising, directly or indirectly, from the Client’s failure to comply with privacy obligations.
17.5
The personal data provided to the Supplier will be processed exclusively for the fulfillment of contractual and legal obligations.
17.6
Data processing will be carried out using IT systems and paper-based archives, ensuring maximum security and confidentiality, in compliance with applicable regulations and as described in this contract.
17.7
The Supplier’s personal data may be communicated to banks, credit institutions, shipping companies, postal services, and, in general, to any entity used by the Client to fulfill contractual or legal obligations.
17.8
The Supplier is identified by this contract as the data processor for the aforementioned personal data and undertakes to process such data strictly in compliance with the purposes, methods, and security measures prescribed by law.
18 – Miscellaneous
18.1 Communications and amendments
i) All communications relating to the contract must be in writing and sent to the addresses provided by the Client to the Supplier and vice versa (including by certified email – PEC).
ii) No amendment or addition to the contract shall be valid unless expressly approved in writing by both parties.
18.2 Election of domicile
The Parties are domiciled at their respective registered offices. For service-related communications during contract execution, the addresses notified by the contract managers will apply, without any special formal requirements.
18.3 Premises, annexes, and interpretation of the contract
i) The Parties acknowledge that the premises and annexes to these General Terms form an integral part of these terms and, consequently, of any contract signed with the Supplier.
ii) In the event of any conflict between these General Terms and any different written agreements contained in the contractual offer, the latter shall prevail pursuant to Article 1342 of the Italian Civil Code.
19 – Jurisdiction
The Parties shall attempt in good faith to amicably resolve any dispute arising from this contract, including through alternative dispute resolution (ADR) mechanisms.
If no amicable solution is reached, any disputes arising from this contract shall fall under the exclusive jurisdiction of the Court of Trento, Italy, except for matters where jurisdiction cannot be contractually waived under applicable law.