For the purposes of these General Conditions, the terms listed below have the meaning defined below:
- Teleconsys: Teleconsys Spa, purchaser of the Services covered by the Contract.
- Supplier: the person who offers the services covered by the Contract.
- Purchase Order: the order forwarded by Teleconsys to the Supplier, in which the technical specifications and economic conditions of the Contract are identified.
- General Conditions: these General Conditions attached to the Purchase Order.
- Contract: consists of these General Conditions and the Purchase Order with attached Technical Specifications.
- These General Conditions will apply to all supplies of Services made by the Supplier to Teleconsys, in execution of the Purchase Orders that may be issued from time to time by Teleconsys, except in the case in which a specific agreement has been signed between the Parties written agreement governing the terms and conditions of provision of certain Services.
- These General Conditions shall prevail over any general or particular conditions of sale of the Supplier. Any modification or addition to these General Conditions will be valid only in the case of specific written acceptance by Teleconsys and will be limited to the particular supply for which they are agreed.
Issue of Purchase Orders
- The Supplier’s Offer must be issued in writing and becomes binding for the Parties once it has been accepted by Teleconsys through a written Order (accompanied by the Technical Specifications), to be sent – by e-mail – within the acceptance deadline indicated in the Supplier’s Offer .
- The Supplier is required to perform all services in a workmanlike manner, in compliance with current regulations and according to the methods, terms and provisions contained in these General Conditions, in the Purchase Orders and in the Technical Specifications. In case of discrepancy between the General Conditions and the Purchase Order, the latter will prevail.
Supplier specific obligations
- The Supplier declares to have the means, equipment, know-how, organizational structure and human resources qualified and suitable for carrying out the activity indicated in each individual Order.
- The Supplier, in particular, undertakes to:
- comply with all the obligations towards its employees or collaborators deriving from the laws and regulations in force on the subject of work, as well as the social security and accident regulations, assuming all the related charges and expenses at its own expense. In particular, the Supplier undertakes to comply, in the execution of the obligations deriving from the Contract, with the provisions of Legislative Decree 81/2008 and subsequent amendments;
- provide the services on time, in the manner and, in general, in compliance with the provisions of these General Conditions and in the Purchase Order;
- report the activities carried out and the progress of the work during the period of execution of the service, in order to allow Teleconsys to respond to the needs of the Customer or of its internal control system;
- carry out its business in compliance with the principles of commercial ethics, and, in particular, with the provisions of legislative decree n. 231/2001 and in compliance with the provisions of the Teleconsys code of ethics;
- where necessary, perform the provision of the Services at the offices and premises indicated by Teleconsys;
- in the case of supply of professional resources, guarantee, in relation to the needs that may arise during the course of carrying out the activity identified in an Order, upon request by Teleconsys – to be sent in writing within the previous 5 (five) working days – the presence of the resources used for the execution of the service even during the night hours of weekdays and holidays;
- in case of supply of professional resources, provide for the replacement of the professional figures made available for the execution of the activity covered by each Order where Teleconsys, at its sole discretion, assesses their degree of preparation and competence as unsuitable for carrying out the service. The replacement must be made within 3 (three) working days, under penalty of termination of this contract.
Mode of execution
- The Supplier must punctually comply with the terms and conditions for carrying out the Services indicated in the Purchase Orders (to be considered essential in the interest of Teleconsys).
- In case of delay in the execution of the Services or in case of incomplete execution, Teleconsys will alternatively have the right to:
- set a further deadline for the Supplier to perform the Services,
- notify the Supplier of the termination of the relevant Contract due to non-fulfilment and request the return of any amount already paid. 3. Furthermore, in any case of delayed, failed, incomplete or non-compliant execution of the Services, Teleconsys may avail itself, also jointly, of the following rights:
- suspend payments due to the Supplier in relation to delayed, failed, incomplete or non-compliant execution;
- apply the penalty for the delay provided for in the following art. 6, subject to greater damage.
4. The remedies provided for in this article are additional and not substitutes for the other remedies provided for by the applicable law in favor of Teleconsys, such as the right to take legal action to obtain the fulfillment of the Contracts.
- In the event of a delay, not attributable to Teleconsys or due to force majeure or unforeseeable circumstances, with respect to the terms established for the provision of the Services, the Supplier is required to pay the penalty to the extent indicated in the Purchase Order, without prejudice to compensation for the greater harm.
- The case in which the Supplier performs the contractual services in a way that is even only partially different from the provisions contained in these General Conditions or in the Purchase Order must also be considered delay; in such cases the aforementioned penalties will be applied until the Contract begins to be performed in accordance with the contractual provisions.
Verification of compliance of the execution
- During the execution and at the end of the provision of the Services, the person in charge identified by Teleconsys carries out the checks and verifies the compliance of the Services with the Purchase Order and the Technical Specifications.
- The positive outcome of the compliance checks/verification does not exonerate the Supplier from any liability deriving from discrepancies in the execution of the Service that had not emerged during the aforementioned checks.
Prices and Payments
- The amount of the price for the Services to be supplied will be indicated in the Purchase Orders or established in separate written agreements between the parties. The prices indicated in the Supplier’s Offer and accepted pursuant to art. 3, will be fixed and not subject to revisions or adjustments.
- The established price is global and all-inclusive, net of VAT, for the performance of the activities envisaged in the Purchase Order as well as for any activity necessary to execute them in a workmanlike manner, in compliance with the regulations in force and according to the conditions, the modalities, the foreseen terms.
- In order to issue an invoice by the Supplier, Teleconsys may request the drafting of a report indicating the activities performed and the number of resources employed in them during the billing period. Teleconsys reserves the right to verify the aforementioned report with the Customer.
- Additional costs and expenses will be recognized to the Supplier only if previously authorized by Teleconsys in writing, and upon presentation of suitable fiscally valid documentation.
- Terms and methods of payment will be indicated in the Purchase Orders or established in separate written agreements between the parties.
- Intellectual property
- The software programs developed by the Supplier on behalf of Teleconsys, relating to the subject of this contract and the relative documentation are the exclusive property of Teleconsys. The modifications and additions made to programs owned by the Supplier or third parties (so-called customized) even if a development license has been granted for this purpose. The Supplier may not use and/or market the Programs and/or customizations made on the basis of this Contract without the prior written consent of Teleconsys and subject to the possible payment of a reasonable Royalty. The concepts and techniques developed by the Supplier for the execution of the Purchase Order can be used by both parties. In the event that such concepts or techniques constitute an invention or an improvement,
- Any differing agreements contained in partnership agreements signed between the parties are reserved.
Liability and indemnity
- The Supplier undertakes to indemnify and hold Teleconsys harmless and harmless from any direct or indirect damage, expense or liability, including those deriving from requests or claims by the final Customer or third parties, which are a direct or indirect consequence of:
- defects in the Services or failure and incorrect execution of connected and/or accessory services attributable to the responsibility of the Supplier;
- any other breach of the General Conditions and/or the Purchase Order.
- Teleconsys may withdraw from the Contract for any reason, in whole or in part, making use of the faculty permitted by article 1671 of the civil code with at least 30 (thirty) calendar days’ notice, to be communicated to the Contracting Supplier in writing.
- Notwithstanding the provisions of art. 1671 of the Civil Code, the Supplier will only be entitled to compensation for the services performed and rendered up to the effective date of the withdrawal, as well as reimbursement of expenses incurred and documented; the Supplier hereby expressly waives the right to request the acknowledgment of further compensation or compensation, including loss of earnings.
- It is understood that in the event of termination of the effectiveness of the Contract, for whatever reason it occurs, the Contracting Supplier will be required to provide maximum collaboration, including technical, so that continuity in the provision of the Services covered by the Contract can be guaranteed.
Express termination clause
- This Contract may be terminated in advance by Teleconsys if the Supplier fails to comply with the obligations set out in articles 4 (Specific Obligations of the Supplier), 5 (Methods of execution), 9 (Intellectual property), 10 (Liability and indemnification), 13 (Prohibition of assignment of the contract and assignment of credits), 14 (Prohibition of subcontracting), 15 (Confidentiality), which the Parties recognize as essential, unless such breach is remedied within 30 days of receipt of a written request to fulfil, to be made by registered letter with return receipt or certified electronic mail (PEC).
- The termination of the contract does not exempt the defaulting Supplier from the obligation to compensate for the damage due to Teleconsys.
Prohibition of assignment of the contract and assignment of credits
- It is absolutely forbidden for the Supplier to transfer the Contract, for any reason, under penalty of nullity of the transfer itself.
- 2.The parties also exclude the assignment of credits deriving from the contract pursuant to art. 1260, paragraph 2 of the civil code
Prohibition of Subcontracting
- Subcontracting is expressly prohibited, unless authorized in writing by Teleconsys.
- The Supplier has the obligation to keep confidential and not to disclose, both in written and non-written form, all deeds, documents, news, analyses, evaluations, processing and data of any kind (hereinafter “Confidential Information”), of Teleconsys and Final Customers, received directly or indirectly in the execution of the Contract, for the duration of it and for the two years following its conclusion, and not to use them except for the purpose of implementing the Contract.
- The Supplier is responsible for the exact observance by its employees, consultants and collaborators of the aforementioned confidentiality obligations.
- This obligation does not apply to Confidential Information that:
- were known to the receiving Party prior to its receipt, as resulting from documentary evidence;
- it was acquired by the Receiving Party from a third party who has the right to disclose such Confidential Information and who has no obligation to maintain confidentiality;
- however, they have become public knowledge;
- they are issued in response to a subpoena, a court order, or requests from government authority.
Processing of personal data
- With the acceptance of the Purchase Order, the Supplier expresses his consent to the processing of personal data, pursuant to art. 13 GDPR – Regulation (EU) 2016/679, after viewing the specific information attached to these Conditions. The processing, storage and transmission of personal data takes place in compliance with all precautionary measures, which guarantee their security and confidentiality, in compliance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfill the obligations established by the regulations of law, civil and tax related to the economic activity of the company including the management of receipts and payments deriving from the execution of contracts.
Applicable law and jurisdiction
- The General Conditions are governed by Italian law. For anything not expressly established by this agreement, reference is made to the regulations in force and the principles sanctioned in the Civil Code.
- Any dispute that may arise between the Parties and which should not be resolved amicably will be subject to the exclusive jurisdiction of the Court of Rome.