1) – Parts
1.1) – These general conditions regulate the legal framework of the contractual relationship between Codexon SRLs (hereinafter also referred to as simply “Codexon”) and the CUSTOMER, as better identified in the specific offer commercial agreements between the parties.
1.2) – The CUSTOMER hereby expressly act aims and purposes relating to his business and / or professional and notes that Codexon SRLs (P.Iva 05128560652 – REA 421739) has its registered office in 84013 – Cava de ‘Tirreni, Via San Martino, 44 (tel. 089 28 58 304 – email: email@example.com), where all communications should be carried out under this contract.
1.3) The CUSTOMER acknowledges that in some cases Codexon may operate through the trade name “WebMakeUp”
1.4) – The information and updated contacts related to Codexon will always be available in a specific section of the website “www.codexon.it” or “www.webmakeup.it.”
2) – Subject
2.1) – The services rendered by Codexon are addressed, depending on the specific case, and as detailed in the proposal signed by the parties, upon the completion of works (construction sites, advertising productions, etc. ..) and / or and management of services (web analysis, web hosting / housing web registration / transfer / maintenance of web domains, etc …), with the consideration negotiated.
2.2) – These activities will be carried out by Codexon even with the aid of third parties – as providers of essential services and / or sub-contracted operators – well-known to the CUSTOMER, and unconditionally approved and authorized by the latter at the same time to signing the contract, pursuant to and by effect of art. 1656 Civil Code.
3) – Exclusions
3.1) – Unless otherwise agreed, are excluded from office all the “accomplishments materials” (eg printing, editing and / or translations of the texts, photographic services, achievements 2D/3D image acquisition from databases and related rights to use, data-base and / or third-party software including those for dynamic management of the site, etc …) related to the work performed, as well as services related to them (“Hosting / Housing”, registration / transfer / maintenance of “Web Domains” , etc. ..) ..
3.2) – Codexon will not be responsible in any case, the activities carried out directly by the Client or by a third party on behalf of the same, in relation to the above.
4) – Locations of Work
4.1) – The activities covered by this agreement will be carried out at the headquarters of Cava de ‘Tirreni (Salerno) of Codexon
4.2) – For any activities at the request of the Client outside of the offices listed above will be charged to the CUSTOMER travel expenses (travel, food, etc..) At the bottom of the list, upon production (even in copy) of invoices or evidence for hotels, restaurants, public transportation. For transfers by private car mileage charges will apply ACI.
4.3) – In addition to the costs mentioned above, for the activities carried out outside of the Province of Salerno, Codexon charge to the CUSTOMER a ‘”fixed compensation” amounting to € 250.00 plus VAT per day charge, plus any travel expenses and overnight as regulated in Section 4.2).
4.4) – These refunds will be counted separately with payment within 30 days of receipt of invoice.
5) – Building time
5.1) – The timing of completion / publication of the works and / or activation of services (ie timing), can be determined with “calendar of deadlines” incorporated into the proposal, or even separated from itself, but in any case shall be in writing .
5.2) – Unless otherwise expressly agreed in writing, all deadlines relating to the timing of completion of the works and activation / execution services – even if detailed in the above schedule of deadlines – must still be considered as merely indicative.
6) – Changes in the course of work
If, in the course of work the CUSTOMER considers appropriate to modify the content or how to implement what was agreed, Codexon can reformulate the calendar deadlines and require an additional cost: both the new calendar that the price change must be approved in writing by the CUSTOMER no later than three (3) days of receipt of the same, so that, to no avail after this period, the request shall be deemed waived in favor modification of the original stipulation.
7) – Delivery of the works
The delivery of the works, and / or individual matches of the same may be done either by delivery on computer and / or paper, either through direct on-line publication of the same: in the latter case, the actual time of delivery will be determined by receipt by the CUSTOMER of communication – even by email – the online publication of the so-called “Executive structure” of the work in question.
8) – Services and periodic renewal
8.1) – are considered “regular services” all services for which there is a price / periodic rental charge (ee. € 1,000.00 / year).
8.2) – In the absence of written notice, to be exercised by both parties, and to be notified with at least 30 (thirty) days in advance of maturity – and without prejudice to any other agreement – any periodic services agreed will automatically renew for the same period subsequent to the originally agreed (eg 1 year), and so for the following, with billing and payment in a lump sum within 30 days from the date of renewal of the service.
8.3) – The contract period relating to recurring services – regardless of the actual activation and any related works – it must however be understood from the date of signing of the contract.
9) – Confidentiality.
9.1) – Under the present contract Codexon undertakes not to disclose to third parties any confidential information regarding the products, plans, projects, marketing, activities and the organization of the Client that can be harmful for the same, and of which Codexon has come to its attention in the course of their professional performance. This agreement does not apply to information already in the possession of Codexon and / or are in the public domain for reasons not dependent on the same.
9.2) – The CUSTOMER expressly authorizes Codexon – even at the end of the report – to communicate and / or publish, both on a physical medium (paper, dvd, etc …) and telematics (websites, social networks, etc. ..), the news and / or the details of the collaboration for advertising and / or reference, both in private enterprise and public relations.
10) – Ownership of the results.
10.1) – Unless otherwise agreed in writing between the parties, the software and documentation made by Codexon within the agreed services shall be licensed to the CUSTOMER only for use in the service object of this contract. The concepts, ideas, know-how, techniques, methodologies, databases and programs related to services performed in any case remain the exclusive property of Codexon.
10.2) – The literary and artistic property of the content provided by the CUSTOMER is reserved to the latter, notwithstanding the willingness of Codexon the use and publication of the same also in the press – without prior consent – and even commercial purposes.
10.3) – The Editorial services and the like, or at least made with the aid of Codexon will remain the exclusive intellectual property and / or commercial use of the same, and it is therefore forbidden to publish or use without the express consent of the latter .
11) – Achievements materials
11.1) – The “machinery and equipment” relating to work performed and services related to them – if expressly agreed in writing – will be carried out by the Codexon against specific fee.
11.2) – In case of use of the press, the CLIENT agrees to notify in writing to Codexon “passed for press” within seven (7) days of receipt of the draft: after this period unless the Customer has made specific exceptions written , the draft should be understood, however, approved, including as envisaged in paragraph 14).
12) – Services “Hosting / Housing” and “Domain Web”
12.1) – The services of “Hosting / Housing” (hence just “Hosting”) and / or registration / transfer / maintenance of “Web Domains”, referring to the CUSTOMER – if expressly agreed in writing – will be managed by the Codexon against specific fee, using proprietary servers, or through service (Hosting / Housing) paid by third parties, approved and authorized by the Client pursuant to art. 2.2) of the general conditions of contract.
12.2) – The request for registration / transfer website domain will be made within 7 working days of completing the formalities required by the CUSTOMER (communication data, subscription proxies, etc. ..) and save your time frame. Codexon therefore not be liable in any way for delays, or for any damages that are attributable to the inertia of the Client or third parties (ex. transfer domain from other Web operators, etc …).
12.3) – For the fulfillment of the above, and taking into account the current rules, the CUSTOMER gives irrevocable for the entire duration of the relationship Codexon for the co-management of Web Domains related to the CUSTOMER.
12.4) – The CLIENT agrees to keep updated copy of alphanumeric codes (“user name” and “password”) necessary for access to the services of Web Hosting and Domain, as well as archives, software, materials and in general of content made available to Codexon, whether on paper or computer, and therefore raises Codexon any liability for loss and / or alteration of the same.
12.5) – Unless otherwise agreed, the CUSTOMER will always have access to the Web Domains of reference and direct faculty content insertion and management of e-mail services (email, mail exchange, etc.) as well as the extraction of copies of archived data base of competence, by the above user name and password,
12.6) – After the termination of the service of Domain and Web Hosting – without any guarantee of bandwidth – will remain active for the time needed to copy the archives and a possible transition to another operator: the deadline expires without 3 month Codexon not accept any liability in respect of the Client and / or third parties and / or assignees of the same for any damage due to the loss or the collapse of the Dominion Web Hosting Network / Hausing. It is undisputed that, in the event of termination resulting in the breach of the guarantees and prohibitions referred to in paragraph 13) any content challenged case will be promptly removed.
13) – Guarantees and Prohibitions
13.1) – The CUSTOMER warrants to be the lawful owner of the property rights, and / or are licensed and / or exploitation of the content and / or materials (photos, text, data, trademarks, software, logos, etc. ..) made available to Codexon, or placed on the network directly by the Client (or its agents), and assumes all liability in respect of the same, even against third parties, with special regard to rules relating to children, to privacy, to the rights of ‘copyrights, patents and trademarks, marks or other rights of personality and / or intellectual or industrial property, and in compliance with current regulations.
13.2) – In the event that Codexon – regardless of the complaints made by third parties – requires documentation proving ownership (or otherwise authorize the use and / or publication) of the content and / or materials made available, the CUSTOMER undertakes to show that data within 72 (seventy-two) hours of the request. If no action Codexon this period shall be entitled to suspend its services without any further notice, and in any case to terminate the contract by written notice pursuant to art. 20) letter. a).
13.3) – The Client declares to have been fully informed about the terminology and the performance of the contract and service under this contract, and still be aware of the absolute prohibition on the use and / or publication and / or to spread information and / or analog:
a) – content and / or correspondence pornographic in nature and / or likely to encourage the pedophile; b) – offensive content, and / or are contrary to morality (civil, religious, etc. ..) and / or public order; c) – software illegally detained and / or otherwise are not original; d) – information and / or databases are contrary to applicable laws; s) – content and / or software and / or codes useful to share that is not legal in peer-to-peer or similar. f) – content and / or software and / or malicious code for the operation of the networks.
13.4) – The CUSTOMER undertakes, therefore, not to use and / or publish and / or distribute the content types / software / information as detailed above in section 13.3): in the event of breach of this agreement, shall be entitled to Codexon suspend performance without further notice, and to terminate the Contract – written notice pursuant to art. 20) letter. b) – rivalendosi in any case the CUSTOMER, solely liable for criminal and civil law, including in respect of any third party damage.
13.5) – The CUSTOMER acknowledges that Codexon will still be required to inform without delay the competent judicial and / or administrative authority responsible for the supervision, if it is aware of the alleged activities and / or illegal information regarding the same.
13.6) – The CUSTOMER undertakes, therefore, even now, to detect Codexon harmless from any liability arising from any breach of privacy, copyright, patent, trademark or other distinguishing marks, the personality, the protection of minors, literary property, or for plagiarism, competition, lack of administrative permissions, as well as to raise it from any legal action, judicial, administrative, losses and / or damages proximately caused by the failure to comply with the prohibitions and guarantees given above, both against private and the public administration.
13.7) – Codexon can still refuse to publish in the event that the contents appear to be manifestly unlawful, or contrary to mandatory law, public order, morality and / or morals, or difettino of the ends of the required permissions (ministerial and administrative ).
14) – Limitation of Liability
14.1) – Without prejudice to the provisions under paragraph 13) of this contract, Codexon, shall under no circumstances be liable to the CLIENT and / or third parties in the following cases:
a) – for the content of editorial articles or similar written on the instructions of the Client or directly published by the same; b) – for the differences that may exist between originals and reproductions, when the same fall within reasonable limits of tolerance of the press used; c) – for errors in printing, letters or numbers easier, even for advertisements key, and especially, following acceptance (even tacit), referred to in Section 11.2); d) – for publication delays beyond the limits expressly agreed if due to strikes or other acts of God;
14.2) – In the case were found to contain serious errors in printing and / or other instructions in the literature are due to Codexon, and just to be materially prejudicial to the Customer, the latter can only request the correction or, in the case of material productions (eg printing), the repetition of the same, without any further options.
14.3) – Codexon is free from any constraint exclusive, and which may transact business and also with professional actors in conflict and / or competition with the CUSTOMER, always respecting the obligation of confidentiality set forth in paragraph 9).
14.4) – Codexon is not required to retain any copies of the files, software, materials and in general of content received by the Client, whether on paper or computer.
14.5) – Unless specific agreement also Codexon shall in no event be liable in relation to delays and / or failures due to unforeseen events (ex: hacker / cracker, malware, etc. …) or any type of activity / basic services provided by people third parties (ex: collapse telephone networks and / or electrical, housing / hosting, etc …), which will be held solely responsible towards the client and its licensors / assignees.
14.6) – It is common ground between the parties that are the subject of this contract the agreed services, with the consideration, without any obligation of result against Codexon return in relation to the business and / or commercial use by the CUSTOMER in connection therewith. The customer will be solely responsible for the professional and / or business, as well as the results of the same, even if undertaken with the assistance and advice of Codexon.
14.7) – In particular Codexon not be responsible for failure to deliver on time if the customer has provided the material required, or fails to respect the deadlines agreed in the “calendar deadlines,” that in no case should be considered as essential terms. In such cases the defaulting party may distrust the other to comply within thirty (30) days by ECR A / R, so that this deadline expires without without having been provided the materials and / or content provided, the contract shall be deemed terminated , pursuant to and by effect of art. 1454 of the Civil Code
14.8) – Notwithstanding the preceding paragraphs, Codexon does not assume any responsibility for outside performance expressly agreed in writing, and especially for any direct or indirect, of whatever nature or amount, suffered by the CUSTOMER and / or its predecessors / successors in title for any reason.
15) – Complaints and disputes
15.1) – The parties expressly agree that any claims or disputes of the works and / or services must be formalized in writing by the Customer, subject to revocation – by Coll. A / R with the following modalities:
a) – works, within ten (10) days from delivery / publication of individual works (or parts of them) as referred to in Section 7); b) – the serviz: within 10 (ten) days from the individual services;
15.2) – Just in case the determination of the effective functionality of a service is subject to delivery / publication of a preliminary to which the same result inextricably connected, the said period of 10 (ten) days for the formalization of complaints and disputes, limited to the service, will date from the delivery / publication of this work connected.
15.3) – After the periods mentioned above works will be considered accepted without reservation and services fully functional.
15.4) – In the course of the relationship of the alleged problems relating to services will have to be reported in accordance with the provisions of art. 15.1), with consequent loss of all rights to the previous period, compensatory damages to the effects of art. 19) – in the case of clearly established responsibilities Codexon – will still be proportionally reduced to the period in question.
15.5) – In any case, no complaint regarding the works and services, or benefits in kind may be carried out by Codexon relied on by the CUSTOMER, not even by way of exception, even in court, if he has not taken place on regular payment of benefits to which the complaint relates, pursuant to and by effect of art. 1462 of the Civil Code
16) – Privacy and personal data (Legislative Decree 196/2003)
Codexon requires the CUSTOMER consent to the processing and communication of personal details, records and tax information provided by the CUSTOMER, or acquired verbally, either directly or through third parties, as part of the activity. With reference to these data, the CUSTOMER is expressly informed that: – I – the data are processed in accordance with contractual requirements and to fulfill the legal and contractual obligations deriving from them as well as for the effective handing of business relations, – II – the data are processed in written form and / or on magnetic, electronic or telematic – III – The conferment of data is compulsory for all that is required by legal and contractual obligations and therefore the refusal to supply or subsequent treatment may result in the inability of the Company to continue the contractual relationship; – IV – on the other hand, all the data which is not due to legal or contractual obligations will be evaluated from time to time by the writer and the resulting decisions regarding importance of the data in the management of the business relationship; – V – apart from transfers and communications carried out in compliance with the law, the data may be communicated / published in Italy and / or abroad to: (a) Our network of agents, (b) factoring, (c) credit institutions, (d) credit recovery companies, (e) the company credit insurance, (f) company commercial and / or advertising; (g) professionals and consultants; (h) companies operating in the transport sector: (i) parties (individuals and / or legal entities) controlled by or connected to Codexon; (l) co-ordinating bodies, supervision and management of internet networks, national and foreign; (m) by paper and / or computer for commercial and / or advertising – VI – the data will be processed for the entire duration of the contractual relationship and even after the completion of all legal obligations and for future commercial purposes and advertising; – VII – Concerning the data, the CUSTOMER may exercise the rights provided by article 7 of Legislative Decree no. 196/2003 within the limits and conditions foreseen by articles 8, 9 and 10 of the said decree; – VIII – owner and manager of data processing is Codexon SRLs in the person of its legal representative pro tempore, for the purposes of this standard has the following numbers: Codexon SRLs (P.Iva 05128560652 – REA 421739) has its registered office in 84013 – Cava de ‘Tirreni, Via San Martino, 44 (tel. 089 28 58 304 – email: firstname.lastname@example.org) – IX – any further specific statutory will be available at all times at the seat of Codexon.
17) – Consideration
17.1) – Unless otherwise agreed, the CLIENT undertakes to pay the agreed fees in the following ways:
a) – 30% deposit within 24 hours of completion of the contract; b) – balance within 30 days of completion of the contract.
17.2) – In case of renewal of the balance of the periodic services must be made within 30 days of the renewal of the service provided for in section 8.2).
17.3) – Payment can also be made by bank transfer and / or letters of credit at the given coordinates.
17.4) – Codexon will still have the right to withdraw from the contract within 30 (trenata) days from the signing of the same by registered A / R which must be sent within that period. In this case, the amounts received will be returned and the contract shall be deemed dissolved without any further consequence between the parties, nor for compensation purposes.
17.5) – In case of delay in payment will be due to default interest at the legal rate increased by ten (10) percentage points from the end to the actual balance, as well as the expenses for the recovery of the credit also out of court.
17.6) – In case of non-payment persisted for more than 30 (thirty) days from the individual deadlines, Codexon – written notice – may suspend all services and contracted services, without this leading to any extension of time or contractual responsibility for the same, both against the CLIENT that his successors or predecessors.
17.7) – The CUSTOMER is obliged in any case to pay on time, so that, without prejudice to the above, if the non-payment continues for more than sixty (60) days from a single deadline – by notice in writing – the contract shall be deemed terminated former art. 20) letter. c), and the CUSTOMER will still be required to pay all amounts agreed for the performance and contract for services for the year in progress and – in the case of renewal for failure to timely notice – even for the next one.
17.8) – The CUSTOMER expressly authorizes Codexon sending by e-mail invoices and shipping documents in general, in lieu of paper documents. The CUSTOMER shall assume, therefore, to proceed independently and means for printing on paper of digital documents. Unless otherwise stated by the CLIENT in writing, invoices will be sent to the email address given during negotiations or at least to that normally used for ordinary data communication. The revocation or amendment of this authorization may be made by any of both parties in a notice to the other in writing.
18) – Written Form
18.1) – The communications for which the contract must be in writing, may be made – unless specific provision – either by e-mail or fax to the addresses regulars: the writing and the specific ways as may be provided for communications (ex. ECR A / R) are mandatory under penalty of nullity of the same and do not allow witness evidence.
18.2) – Where the planned ECR A / R, in accordance with current regulations, the same shall be replaced by the use of PEC by sender and receiver.
18.3) – The additional agreements, or in derogation of the general conditions of the contract, require the written form, under penalty of non-existence of the same, and nothing being worth any conclusive behavior.
19) – Breach of contract
19.1) – The parties expressly agree that in the event of termination for non-performance due to Codexon, it will be required to refund to the Client the amounts received for the performance alone challenged, as well as a maximum penalty of 10% on the same, to pursuant to and by effect of art. 1382 cc, and without any further charge, also in terms of compensation, both against the CLIENT that his successors or predecessors in title for any reason. It will however be subject, even for the purposes of consideration, performance is not at issue, and those already carried out, pursuant to and by effect of art. 1458 of the Civil Code
19.2) – No refund or compensation will be due by Codexon, for any reason, for defects reported over the terms and conditions agreed to in Articles. 15.1) – 15.5).
19.3) – In case of default of the obligations attributable to the CUSTOMER, however, the contractual relationship will be fully resolved, and the latter will still be required to pay any amounts agreed upon, including charges for optional services relating to the period in course (and in the absence of timely notice also for those of the next period), plus default interest referred to in paragraph 17.5) until actual payment, without further compensation.
20) – Termination clause
The parties expressly agree that Codexon may terminate the contract pursuant to and by effect of art. 1456 cc by giving notice to the CUSTOMER by ECR A / R in the following cases:
a) – failure to present by the CUSTOMER of the documentation proving ownership – or otherwise authorize the use and publication – the content and / or materials made available, as required by art. 13.2); b) – failure by the CUSTOMER of the prohibitions laid down in Article 13.4); c) – non-payment by the CUSTOMER lasted for more than sixty (60) days from a single deadline, according to art. 17.7). In such cases, the mere receipt by the CUSTOMER of communication with which Codexon declares its intention to invoke the cancellation clause, the contract shall be deemed terminated without exception and the CUSTOMER defaulting will still be subject to the rules provided for by art. 19.3)
21) – Resolution Ipso Iure
The contract is terminated ipso jure, without any obligation of reimbursement or compensation against Codexon, in the event that the CUSTOMER is subject to a bankruptcy proceeding, arrangement or restructuring agreement, that is, becomes insolvent or assigns its assets creditors or suffers a seizure or other form of constraint on its assets or are otherwise placed in liquidation, whether voluntarily or enforced. In such cases the CUSTOMER will still feared the payment of the agreed services.
22) – Glossary
23) – Applicable law
The parties agree that in addition to the agreements provided for this contract you will have to apply first the rules of Articles. 1655 ss civil code and in any case Italian law.
24) – Jurisdiction
For any dispute that may arise from this report will be dealt with exclusively by the Court of Salerno and without fail.
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WebMakeUp is a Codexon S.r.l. business division IT 05128560652
Web agency in Cava de' Tirreni, Via Armando Diaz, 13 - Salerno +39 089 09 76 763
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