General Conditions of Contract

REV. 00_15 11 2024

Definitions – General Provisions
1. Definitions
  Affiliate: (i) with reference to Tecniche Nuove, any legal entity that, directly or indirectly, controls Tecniche Nuove, is controlled by Tecniche Nuove or is connected to Tecniche Nuove; (ii) with reference to the Client, any legal entity that, directly or indirectly, controls the Client, is controlled by the Client or is connected to the Client. For the definitions of “control” and “connection”, reference is made to applicable law and, in particular, to Article 2359 of the Civil Code.
  Campaign: the advertising campaign described in the Contract.
  GTC: these general terms and conditions of the Contract.
  Client: the person identified in the Contract who purchases and/or in whose interest the Services and/or Products are purchased.
  Tecniche Nuove: the company Tecniche Nuove S.p.A. (C.F. – P. IVA 00753480151), with registered office in 20157 – Milan (MI), via Eritrea, 21.
  Unacceptable Content: any content that, in the judgment of Tecniche Nuove, is or may be construed as infringing the rights of third parties (including Intellectual Property Rights or to the protection of personal data) and/or Tecniche Nuove, including the commercial reputation of Tecniche Nuove itself and/or its Affiliates, as well as, in general, is or may be of unlawful or dubious origin, counterfeit, contrary to public order or morality.
  Contract: the Order Form together with the GTC.
  Consideration: the consideration that the Client agrees to pay to Tecniche Nuove under the Contract, as well as, in general, any other amount that the Client agrees to pay to Tecniche Nuove for the purchase of the Products and/or the performance of the Services.
  Effective Date: the effective date of the Contract, as stated in the Contract.
  Intellectual Property Rights: the patents, trademarks, inventions, copyrights, trade names, domain names, image rights, design rights and, in general, all other industrial and intellectual property rights, whether registered or unregistered and including the rights to apply for their registration, renewal or extension, without any territorial or temporal limitation.
  Customer Materials: all content, including, without limitation, images, photographs, audio, video and audio-video content, data, information, distinctive signs and, in general, all other materials made available to Tecniche Nuove by or on behalf of the Customer for the supply of the Products and/or the provision of the Services.
  Order Form: any order form, prepared in accordance with Tecniche Nuove’s standards.
  Parties: Tecniche Nuove and the Client.
  Products: the advertising products referred to the Campaign, which Tecniche Nuove undertakes to produce in favor of the Client, defined in detail in the Contract.
  Services: the services that Tecniche Nuove undertakes to provide in favor of the Client under the Contract, including (to the extent applicable) the creation of the Campaign, the realization of the Products, the organization of events.
  Technical Specifications: the features of the Campaign, Services and Products described in the Contract.
2. Applicable Law – The negotiation relations between the Parties relating to the purchase of the Services and/or Products by the Customer, including the negotiation phase, as well as the individual Contracts are governed exclusively by Italian law.
3. Competent Court. The Court of Milan is exclusively competent to decide any dispute arising between the Parties and, in particular, those relating to contractual negotiations, conclusion, execution, interpretation, termination or resolution of all Contracts.
4. Customer Declaration. For the purposes of the provisions of Legislative Decree No. 206/2005 (“Consumer Code”), the Customer declares that he/she is purchasing the Services and/or Products acting exclusively for purposes that fall within his/her commercial and professional activity.
5. Universality of the GTC. The GTC are applicable to all Order Forms and are the only ones applicable in the relationship between Tecniche Nuove and Customer. Any amendments to them will be effective only after written approval by Tecniche Nuove. The application of Customer’s general or particular terms and conditions is excluded unless Tecniche Nuove has explicitly accepted them in writing. These GTC are applicable both to the Contracts in progress and to the Contracts that will be concluded between the Parties.
6. Order of Precedence. In the event of any conflict or inconsistency between the GTC and the Order Forms, the GTC shall prevail, subject to any exceptions to the GTC expressly approved in writing by the Parties in the Contract.
7. Language. In case of translation of the GTC and Order Forms, the Italian language version of the same documents shall always prevail.
Conclusion of the Contract
1. The Fees, Technical Specifications and, in general, the description of the Campaign, Services and Products that may be mentioned in the prospectuses, advertising documents, price lists and offers to the public do not bind Tecniche Nuove,
2. whichreserves the right to make changes to them at any time. The contractual and economic conditions applicable to the provision of the Services in favor of the Client shall, therefore, be only those resulting from the Contract or otherwise agreed in writing by the Parties.
3. The Contract shall be deemed concluded when the Parties reach agreement – pursuant to Articles 1326 s.s. c.c. – regarding the provision of the Services, agreeing and accepting the Order Form.
4. The Contract must be signed by the Customer and, if it is a legal person, by a person authorized for this purpose to bind the same. In any case, the existence of the power of representation of the signer of the Contract shall be presumed in favor of Tecniche Nuove.
5. The agents or principals of Tecniche Nuove shall not have the power to bind the latter, unless expressly confirmed in writing by a person with the power to bind Tecniche Nuove.
Services
1. Pursuant to the Contract, Tecniche Nuove does not undertake any exclusive commitment to the Client for the provision of Services, therefore without prejudice to Tecniche Nuove’s right to enter into similar contracts with any other third party, including competitors of the Client or parties selling products/services competing with those of the Client.
2. Each Order Form shall constitute a separate and autonomous agreement between the Parties.
3. The performance of the Services by Tecniche Nuove is subject to the Client’s undertaking to pay the Fees within the terms set out in the Contract, as well as, in general, to perform all the services placed upon it and equally provided for therein.
4. Tecniche Nuove undertakes to perform the Services in accordance with the Technical Specifications, with due professional diligence due to the nature of the assignment and using qualified and suitably experienced personnel.
5. Unless otherwise expressly agreed in writing between the Parties, Tecniche Nuove makes no representations, warranties, commitments or assurances as to results or service level in relation to the Campaign, Services and Products, and any results or service level that may be communicated by Tecniche Nuove to the Client (whether at the negotiation stage or during the execution of the relationship) shall be intended for indicative purposes only and shall not be binding on Tecniche Nuove. As a result, in the event of failure to achieve the results or service levels eventually communicated by Tecniche Nuove to the Client (both in the negotiation phase and during the execution of the relationship), no contractual breach attributable to Tecniche Nuove may be integrated and the Client shall not be entitled to claim any reimbursement, indemnity or compensation.
6. The tracking, reporting, measurements on the progress of the Campaign and any other count relevant in the execution of the Contract, including for administrative purposes, shall always be based solely and exclusively on Tecniche Nuove’s collection and processing systems, the results of which Client hereby agrees to accept.
7. The Client acknowledges that the size, placement, format and display of the content of the advertisements are conditioned by the availability of structure and format of the relevant inventory and that Tecniche Nuove, at its own discretion, shall be entitled to unilaterally make changes thereto.
8. Placement programs are subject to the availability of the relevant inventory. Tecniche Nuove does not warrant, represent or undertake that the digital inventory will operate uninterrupted or error-free, and states that the relevant schedules may be subject to change, and no breach of contract attributable to Tecniche Nuove may be incorporated to this end.
9. Unless otherwise provided in the Contract, the Client has the right to request the cancellation of a Campaign already scheduled, by means of written notice, which if received by Tecniche Nuove:
  - a) within 60 days prior to the scheduled start date of the Campaign, will not result in any charge to the Client;
  - within 30 days prior to the scheduled start date of the Campaign, will result in the Client being charged 20 % of the Fees provided for the Campaign;
  - c) within 15 days prior to the scheduled start date of the Campaign or during the Campaign, will result in the Customer being charged 50 % of the Fees provided for the Campaign.
Products
1. The Parties agree to cooperate in order to meet the timelines set forth in the Contract for the realization and delivery of the Products. The dates set forth in the Contract for the realization and delivery of the Products are merely indicative and not binding for Tecniche Nuove; accordingly, in the event of delay, no contractual breach attributable to Tecniche Nuove may be integrated and Customer shall not be entitled to claim any reimbursement, indemnity or compensation.
2. The Client acknowledges that Tecniche Nuove is free to interpret the Client’s Materials and make the Products according to its own originality and creativity, it being understood that Tecniche Nuove undertakes to inform the Client of the approach it intends to adopt. The Client, also through its auxiliaries or appointees, shall have the right to request Tecniche Nuove to assist in the stages of realization of the Campaign, in accordance with the instructions and procedures established by Tecniche Nuove. If Tecniche Nuove authorizes Client to assist in the realization of the Campaign, Client warrants, also pursuant to art. 1381 c.c., that its appointees will comply with all the confidentiality obligations provided for in the GTC. This is without prejudice to Tecniche Nuove’s right to full payment of the Consideration in the event of a dispute by Client with the Products for reasons related to purely creative aspects of the same.
3. If the Client’s Materials are not sent to Tecniche Nuove within the agreed timeframe for the execution of the Contract, the Client hereby authorizes Tecniche Nuove at its own discretion to use other materials already in its possession and used in the performance of previous Contracts with the same Client and/or its Affiliate.
4. If, by virtue of the Contract or understandings otherwise reached between the Parties, it is provided that the Products must undergo more than two (2) approval cycles by Customer, Tecniche Nuove shall be entitled to unilaterally and proportionally increase the Fees, except in the event that the approval cycles are necessary as a result of failures attributable to Tecniche Nuove.
5. Tecniche Nuove shall not be liable for any errors, inaccuracies, deficiencies or omissions with respect to the Products to the extent that such errors, inaccuracies, deficiencies or omissions arise from Customer’s Materials or, in general, from information and documents provided by or on behalf of Customer.
6. Tecniche Nuove shall not be liable for any discrepancies in four-color shades from the material sent by Client, unless such discrepancies exceed the normal tolerance thresholds due to printing color in promiscuous forms and/or the normal tolerance threshold of printing from a roll, where applicable.
7. The Customer agrees to include on the Products all citations, acknowledgments and authorial mentions provided for in the Contract and imposed by the laws, regulations and industry self-regulatory rules applicable in the various countries where the Products will be reachable/visible and in force from time to time.
Client’s Obligations
1. Client agrees to cooperate with Tecniche Nuove (and its Affiliates) in the performance of the Contract, in particular by providing Tecniche Nuove with all information, documents and support necessary for the proper and timely performance of the Services, including, without limitation, assistance from all Client’s assigned personnel and timely delivery of Client Materials.
2. Client shall provide Tecniche Nuove with all Client Materials in the format, in the manner and within the time required by Tecniche Nuove.
3. In the event of non-fulfillment of the obligations to deliver the Client’s Materials, the Client hereby authorizes Tecniche Nuove, at its sole discretion, to proceed (a) to purchase such materials on its own, charging the Client for any expense incurred, or, (b) to make the Product also by means of material already in the availability of Tecniche Nuove and used in the execution of previous relationships with the Client, subject, in the sole hypothesis under (a), to sending a quotation, which shall be deemed accepted by the Client in the absence of a response within 7 days of receipt.
4. The Customer shall perform its obligations and comply with all requirements, charges and conditions placed upon it in the manner and timeframe set forth in the Contract or otherwise agreed to in writing by the Parties.
5. The Customer represents and warrants:
  - (a) that it will comply with all applicable provisions of law, including applicable industry self-regulatory rules in force from time to time, which are in any way relevant to the performance of the Contract;
  - (b) that it owns, or has title to freely dispose of, all Intellectual Property Rights in the Client Materials and, with respect thereto, that it grants to Tecniche Nuove any permission, license or authorization necessary for the proper and timely performance of the Services;
  - (c) that the Client Materials (i) do not contain Unacceptable Content; (ii) do not relate to content of a financial or political nature, unless otherwise set forth in the Agreement and always in accordance with applicable law; (iii) comply, and will comply throughout the term of the Contract, with all applicable laws, regulations and industry self-regulatory rules applicable in the various countries where the Services will be reachable/visible and in force from time to time;
  - d) to purchase the Services in its own name and for its own account, unless otherwise set forth in writing in the Contract;
  - e) also with reference to its directors, employees and auxiliaries, that it is not subject to restrictive measures of any kind imposed by UN, EU, USA and UK law, assuming any correlative responsibility with the consequent obligation to hold Tecniche Nuove harmless, indemnified and compensated for any prejudicial consequence it may suffer for the foregoing reasons.
6. Tecniche Nuove shall not be liable for any delays, inaccuracies or deficiencies in the provision of the Services and, in general, in the performance of the Contract, to the extent attributable to the Client’s delays, inaccuracies or deficiencies in the performance of its obligations under the Contract.
7. Without prejudice to the provisions of the Contract, Tecniche Nuove shall have the right to immediately stop the publication, dissemination and display of any advertisement or content if it considers that the advertisement or content does not comply with the Contract, or if, in its sole discretion, it considers that the advertisement or content causes or is likely to cause damage to third parties. In such cases, no breach of contract attributable to Tecniche Nuove may be integrated and the Client shall not be entitled to claim any reimbursement, indemnity or compensation.
8. The Client shall indemnify and hold Tecniche Nuove (and its Affiliates) harmless from all prejudicial consequences that may arise to the same in relation to the Client’s Materials, or to any conduct of the Client that conflicts with the provisions of the Contract.
9. The Client undertakes to collect all materials delivered to Tecniche Nuove for the realization of the Campaign within and no later than 2 (two) months from the conclusion of the Campaign, after which time Tecniche Nuove shall no longer have any obligation to store them, being able to arrange for their destruction.
10. For the entire duration of the relationship with Tecniche Nuove and, in any event for 12 months following the execution by Tecniche Nuove of the last activity in favor of the Client, the Client undertakes: (a) not to contact, directly or indirectly, any director, employee or collaborator of Tecniche Nuove with the aim of proposing to them the termination of the existing employment relationship in order to establish an employment relationship of a subordinate or autonomous nature with himself and/or with any person other than himself and who carries out activities even not in competition with those carried out by Tecniche Nuove; and (b) not to hire or cause to be hired by third parties any director,employee or collaborator of Tecniche Nuove. In the event that the Client acts in violation of this article, the Client will be required to pay Tecniche Nuove, as an irreducible and immediately payable penalty, a sum equal to the gross salary or gross consideration paid to the director, employee or collaborator contacted or hired, respectively, for 6 months in the hypothesis sub (a) or for 12 months in the hypothesis sub (b), except for compensation for greater damages.
Auxiliaries of the Client
1. The advertising agency or any other third party, who directly conclude the Contract with Tecniche Nuove in the interest of the Client, by signing the Contract agree to be jointly and severally liable with the Client in relation to the fulfillment of the obligations from the Contract itself, regardless of the existence of a power of attorney and/or the spending or not of the Client’s name.
  Tecniche Nuove shall not be obligated to pay any compensation (e.g., commission) for any work performed in the negotiation, conclusion and execution of the Contract by Client’s advertising agency, such work being the sole responsibility of Client, unless otherwise agreed in writing between the Parties.
Consideration
1. VAT and any other transferable tax liability shall be borne in full by the Client.
2. Unless otherwise agreed in writing in the Contract, payment of the Consideration is due by the Client in full prior to the start of the Campaign, and shall be made in favor of Tecniche Nuove in the manner indicated by Tecniche Nuove in the invoice.
3. Unless otherwise agreed, the Consideration shall be deemed limited to the Products or Services set forth in the Contract, to the exclusion of any other Products or Services not explicitly included.
4. Any dispute that may be raised by the Client with respect to the Campaign or, in general, with respect to Tecniche Nuove’s services, shall not suspend the Client’s obligation to pay the Consideration within the term agreed upon in the Contract.
5. In case of non-payment, interest on arrears will automatically accrue – in the amount equal to the rate, from time to time in force, referred to in Article 5 of Legislative Decree No. 231/2002 – from the day following the due date of payment and until the balance.
6. In the event of delay in payment even with respect to a single due date, Tecniche Nuove reserves the right, without the need for prior notice of default and/or communication of any kind:
  - a) to suspend or cancel further services in performance not only of the Contract that has remained unfulfilled, but also of Contracts other than this one concluded with the Customer, without prejudice, in any case, to the right to compensation for damages;
  - b) to demand immediate payment of sums, for whatever reason and for whatever reason owed by the Customer, the term of which has not yet expired.
7. In any case of non-payment, any discounts that may have been applied to the Client on the Campaign that has remained in whole or in part unfulfilled shall also be deemed automatically revoked, with the consequent right of Tecniche Nuove to request the Client to pay any difference between the Fees provided for in the Contract and the Fees actually applied to the Client by reason of any agreed discount.
Intellectual Property Rights
1. All Intellectual Property Rights belonging to a Party (or its Affiliates or its licensors) prior to the conclusion of the Contract, or all Intellectual Property Rights developed by or on behalf of a Party (or its Affiliates or its licensors) independently of the execution of the Contract, shall remain, as the case may be, the exclusive property of such Party (or its Affiliates or its licensors).
2. For the purpose of the performance of the Agreement, Client grants to Tecniche Nuove (and its Affiliates) a worldwide, non-exclusive, royalty-free, sub-licensable license to use, copy, store, host, reproduce, display, translate, create derivative works from, adapt, modify and distribute Client’s Materials.
3. Tecniche Nuove (and its Affiliates) shall have the right to use Client’s Materials, trade name and distinctive marks in the course of its promotional and advertising activities, including the right to publicly refer to Client as a client of Tecniche Nuove, all in accordance with the directions and instructions communicated in writing by Client. Tecniche Nuove (and its Affiliates) shall also have the right to use, copy, reproduce, display, translate, create derivative works from, adapt, modify and distribute Client’s Materials for archival purposes. This provision will continue to have effect between the Parties even after termination of the Agreement for any cause.
4. All Intellectual Property Rights relating to the Services and Products, excluding the Client Materials, shall be the exclusive property of Tecniche Nuove. For all cases in which, according to applicable law, the acquisition of the Intellectual Property Rights does not occur on an original title in favor of Tecniche Nuove, the Client undertakes to or, as the case may be, to cause Tecniche Nuove to acquire, outright all Intellectual Property Rights relating to the Services and Products.
5. The Client undertakes to acquire the consent to the use of the images relating to the persons hired by it and depicted in the Products or otherwise represented in the performance of the Services, as well as the consent to the use of the things of third parties represented and used in the realization of the Products and Services, including the distinctive signs, guaranteeing, also pursuant to art. 1381 c.c., that all Intellectual Property Rights on the Products and Services thus realized are the exclusive property of Tecniche Nuove.
6. Where provided for in the Contract, and subject to the payment of the Consideration by the Client, Tecniche Nuove may grant to the Client a license to use the Products, according to the terms and in compliance with the limits, also spatial and temporal, provided for in the Contract. In any event, all rights granted to Customer in connection with the Products shall be non-exclusive, not otherwise transferable nor sub-licensable, and revocable in any case of termination, including early termination of the Contract for any cause whatsoever. Unless otherwise provided in writing by the Parties, no provision of the Contract shall be construed as a source of outright transfer of any Intellectual Property Rights in the Products or Services by Tecniche Nuove in favor of Customer.
7. Customer shall indemnify and hold Tecniche Nuove (and its Affiliates) harmless from any and all adverse consequences incurred by them if Customer Materials infringe the Intellectual Property Rights of any third party.
Liability
1. Except in the case of willful misconduct and gross negligence and within the limits provided by applicable law, Tecniche Nuove’s (and its Affiliates’) liability to Client shall in no event exceed the aggregate amount of the Fees under the Contract to which Tecniche Nuove’s breach relates. The indemnification by Tecniche Nuove of any item of damages for loss of profit (including, without limitation, the loss of profits, revenues, goodwill and any business opportunity) or arising from injury to commercial image and reputation shall also be excluded, always except in the case of willful misconduct and gross negligence and within the limits provided by applicable law.
2. Notwithstanding the provisions of the preceding paragraph, in the event that any element of the Campaign is not in compliance with the Contract, Tecniche Nuove may elect to take corrective action to remedy the non-compliance and, where such corrective action is taken, this shall be the Client’s exclusive remedy with respect to the relevant non-compliance.
3. Any claims by Client relating to the Services and Products and, more generally, to the Campaign, must be formulated in writing under penalty of nullity and brought to the attention of Tecniche Nuove, under penalty of forfeiture, within 10 (ten) days from the date of publication and, in any event, any correlative action must be taken by Client against Tecniche Nuove within and no later than 1 (one) year from such date.
4. No claim may be brought, not even by way of exception in court, if the regular and full payment of the Fees to which the claim refers has not taken place.
Duration – Early Termination of the Contract
1. The Contract shall commence on the Effective Date and shall continue in effect until full performance of the Services, or such other date as set forth in the Contract.
2. Tecniche Nuove shall have the right to terminate the Contract with immediate effect, pursuant to art. 1456 of the Italian Civil Code, in the event of a breach by the Client of the following provisions of the GTC: 4.5., 5.2., 5.3., 5.4., 5.7., 7.2., 8.2., 8.4., 8.5., 12.1., 13.1.
Force Majeure
1. If the performance of a contractual obligation becomes impossible, excessively difficult, or burdensome due to an event beyond the reasonable control of the Party required to perform (hereinafter “Force Majeure Event”), the provisions of this Article shall apply.
2. The Parties acknowledge that the following facts or acts, by way of example only, shall constitute Events of Force Majeure: (a) wars, revolutionary uprisings, acts of piracy and sabotage, terrorist attacks; (b) cataclysms or natural disasters such as storms, tornadoes, earthquakes, floods, lightning-caused destruction; (c) explosions, fires, destruction of production, industrial and warehouse facilities; (d) acts, decisions or recommendations of public authorities, national or international; (e) embargoes and prohibitions or restrictions on the movement of goods and/or persons; (f) suspension of the supply of water, gas and/or electricity from external networks, due to a Force Majeure Event; (g) failure or inadequate supply of raw materials and/or utilities and/or services of third parties, due to a Force Majeure Event affecting the latter; (h) epidemics, pandemics or other health emergencies, national or international, including the COVID-19 pandemic, measures restricting the ability of the Parties’ or their respective suppliers’ personnel to work or travel. The Parties expressly acknowledge that, under no circumstances, shall interruptions of activities justified by Force Majeure Events integrate interruptions due to strikes, illnesses and injuries.
3. The Parties expressly agree that the Force Majeure Event invoked need not be unforeseeable, provided that its effects on the obligated Party’s ability and/or possibility of performance could not in any case have been avoided or overcome, with ordinary diligence, by said Party at the time it occurred.
4. The Parties also recognize that the definition of a Force Majeure Event also includes measures or actions taken by the Obligated Party to reasonably prevent the occurrence of a Force Majeure Event or to protect higher-ranking fundamental rights (such as, but not limited to, measures to restrict production activities that are reasonably and proportionately justified by the need to prevent or otherwise limit the risk of COVID-19 contagion among its personnel).
5. The Party intending to enforce the provisions of this Article shall:
  - (a) promptly inform the other Party in writing of the occurrence of a Force Majeure Event, specifying its nature and (if already known) its duration, as well as clarifying the contractual obligation affected by said Event and the effects of the same on the Party’s ability and/or possibility to fulfill the reported contractual obligation;
  - (b) thereafter provide the other Party, either spontaneously or at the request of the latter, with any reasonable information regarding the development of the Force Majeure Event and the impacts of the same on its ability and/or possibility to fulfill the contractual obligation that was the subject of the first report;
  - (c) inform the other Party in writing of the termination of the Force Majeure Event or otherwise of the termination of the adverse effects procured by the same on its ability and/or possibility to fulfill the contractual obligation that was the subject of the report, as soon as it becomes aware of it.
6. The Party that has invoked a Force Majeure Event, in accordance with the procedure set forth in the preceding paragraph, shall not be liable to the other Party for the consequences of delayed or failed performance from the date of sending the first notice referred to in the preceding paragraph and for the entire duration of the Force Majeure Event.
7. During the pendency of a Force Majeure Event:
  - (a) all other contractual obligations of each Party, which are not affected by the Force Majeure Event, shall continue to be performed in accordance with the terms originally scheduled, except for those services that are corresponding to the obligation that remained unfulfilled due to the Force Majeure Event;
  - b) the Parties shall negotiate in good faith a corrective program that allows to limit, as far as possible, the impacts of the Force Majeure Event on the regular performance of the Contract, possibly reshaping the content of the respective contractual obligations to try to preserve their original purpose;
  - c) each Party shall bear any increased costs that arise for it from the Force Majeure Event.
8. If the obligation defaulted due to a Force Majeure Event is subject to a term, the term shall be deemed automatically extended by a period of time equal to the duration of the Force Majeure Event. In any case, if the Force Majeure Event lasts for more than 30 (thirty) consecutive days, the Parties shall renegotiate in good faith the terms of performance to their contractual obligations impacted by the Force Majeure Event. If no agreement is reached within 15 (fifteen) days after receipt of the first request for renegotiation sent by one of the Parties to the other, either Party may terminate the Contract with immediate effect upon written notice to the other Party, without any compensation or indemnity whatsoever being due to the latter.
9. Under no circumstances shall the occurrence of a Force Majeure Event justify the non-fulfillment or late fulfillment of payment obligations as well as a change in the original term of the Contract, unless otherwise agreed upon in writing between the Parties.
Protection of personal data
1. The Customer undertakes to acquire in advance, in the form and manner provided by applicable law, the authorization and consent to the processing of personal data by the persons represented and/or mentioned in the Customer’s Materials, or by the persons engaged by the Customer and whose depiction or representation in the Products is requested.
  In the performance of the Contract, each Party undertakes to process the personal data of the other in compliance with Regulation (EU) No. 679/2016 and national privacy legislation (Legislative Decree No. 196/2003).
Confidentiality
1. The Client undertakes not to use directly, indirectly, through third parties, entities or companies, and not to disclose to third parties, except within the limits of the use for which they are intended, any news pertaining to Tecniche Nuove or any other information, document or data of Tecniche Nuove of which it has become aware on the occasion of or in the performance of the contractual relationship, all such news having to be considered confidential.
Final dispositions
1. Any invalidity of one or more clauses of the GTC shall not invalidate the remaining clauses or invalidate the Contracts.
2. Any toleration by Tecniche Nuove of Client’s conduct contrary to applicable law, the GTC or the Contract shall not constitute acquiescence, nor shall it constitute indications of the termination of the Contract by mutual consent, with the consequent right for Tecniche Nuove to act, at any time, for the protection of its rights and interests harmed.
3. Tecniche Nuove reserves the right to amend these GTC at any time. The amendments will apply to all Contracts concluded after the publication of the updated GTC with such amendments in the section of Tecniche Nuove’s website referred to in the following link: [insert link ].
4. The Client may not assign the Contracts, in whole or in part, except with the prior written consent of Tecniche Nuove, which instead will be free to assign the same as well as the credits arising therefrom.

We declare that we have carefully read the general terms and conditions transcribed above and confirm that we specifically ascertain, pursuant to and for the purposes of Articles 1341 et seq. of the Civil Code, the following:

1.2. (applicable law);
1.3. (exclusive place of jurisdiction);
4.2. (limitation to the right to raise exceptions against the Client);
4.6. (limitation to the right to raise exceptions against the Client);
5.3. (limitation to the right to raise exceptions against the Client);
5.7. (Tecniche Nuove’s right to suspend the execution of the Contract);
5.10. (restriction to the freedom of contract of the Client);
7.3. (limitation on the right to raise exceptions against the Client);
7.5. (Tecniche Nuove’s right to suspend the execution of the Contract; limitation on the right to raise exceptions against the Client);
9.1. (limitation of liability in favor of Tecniche Nuove);
9.2. (limitation of liability in favor of Tecniche Nuove);
9.3. (forfeiture at the expense of the Client);
9.4. (limitation to the right to assert exceptions at the expense of the Client);
11.8. (mutual right of termination).