TEXPACK Software update contract

Transcription

1 TEXPACK Software update contract IDENTIFICATION OF THE CONTRACTING PARTIES CLIENT Company name DISTRIBUTOR Full Distributor s stamp VAT number Address Postcode Prov. Town Telephone Fax Mobile telephone Contract start date (month and year) Contract duration 12 months 24 months Other/Specify New contract Subsequent integration METHOD OF UPDATING THE SERVICES REQUESTED BY THE CONTRACTING PARTY CAR DIAGNOSIS TRUCK DIAGNOSIS BIKE DIAGNOSIS AGRI DIAGNOSIS MARINE DIAGNOSIS KONFORT A B C A B C A B C A B C A B C B C UPDATE METHOD A: SENDING DVD B: INTERNET C: DISTRIBUTOR SUPPORT DESCRIPTION OF SOFTWARE FOR UPDATE AND ANNUAL FEES SERIAL NUMBER SERVICE CODE SERVICE NAME Fees agreed for the initial period of Contract duration (excluding VAT) Annual charge (from second year - excluding VAT) The contracting parties (hereinafter also referred to as the Parties ) declare that they have jointly agreed and approve in full the clauses set forth in the Contract Conditions overleaf, and confirm that they have each received an original copy of the completed and signed Contract (Place and date of signing) The Distributor In accordance with art of the Italian civil code, the following clauses are specifically accepted: 3) Contract duration, 5) Updating of fees, 8) Transfer of the Contract, 11) Insolvency, 14) Disputes. The CLIENT has read the disclosure pursuant to art. 15 of the Contract conditions and hereby consents to the use of his/her personal data by the Distributor and TEXA s.p.a. for the purpose established at point b) and c) and/or that his/her personal data is disclosed to third parties carrying out commercial and promotional activities for marketing purposes, including the sending of illustrative material in relation to the services and products. (1/2 CONT.) DISTRIBUTOR S COPY

2 CONTRACT CONDITIONS 1. PARTIES The following are Parties to this contract (the Contract ): the Client, as identified above, namely the party requesting TEXPACK services (the Services ) from the Distributor, and the authorised TEXA Distributor, as identified above, namely the party who will procure such Services for the Client after having explained the characteristics and method of use and who will issue the sales invoice. 2. SUBJECT OF THE CONTRACT The Contract concerns the release to the Client, for the entire duration of the Contract, of updates on TEXA-owned programmes, with separate license agreements for use listed in the box on the first page of this Contract. undertakes to install the updates, corrections and/or new versions of the programmes supplied, taking note that, should he fail to do so, the update may be partly or totally inefficient or useless. The following services are included in the TEXPACK fees: - The update of the application programmes when improvements or extensions are applied to the basic software functions (operating system) with which the programmes granted for use by TEXA under the relative licensing agreement, have been installed. - Updates and programmes prepared subsequent to any changes in the law, regulations or administration. - The supply to the Client of any corrections or reviews of programmes released on TEXA initiative, in the event of any anomalies, errors or malfunctioning. must guarantee the confidentiality of programme contents, their updates and any changes made thereto. 3. CONTRACT DURATION The main Contract, and all subsequent integrations, shall take effect on the first day of the month specified on the front page, for the duration chosen by the Client. Upon expiry, the Contract will be automatically renewed for a year or different specifically agreed period each year (or period), unless notice is sent to the contrary, at least 60 days prior to expiry. Should the Client be party to more than one contractual subscription, termination may be limited to individual subscriptions. accepts the fact that termination in accordance with and pursuant to this provision may also be notified directly by TEXA s.p.a. for and on behalf of the Distributor. Early notice of termination by the Client with regards to the Contract s natural expiry, will not entail repayment of the fees paid for the entire period. 4. INVOICING Invoicing of fees for software updates will be issued by the Distributor in advance, and in consideration of the terms set out under article 5 of this Contract. 5. UPDATING OF FEES The cost of the annual fees reported in the box on the front page, will remain unchanged for the first period of Contract validity. For all subsequent years, the Distributor reserves the right to update these fees according to changes made to the official TEXA price list. In this case, TEXA s.p.a. or the Distributor shall inform the Client in writing at least three months prior to the annual expiry. Should the Client disagree, he shall have the right to give notice under the terms specified above. Should notice of a variation in fees fail to reach the Client at least three months prior to the annual expiry, the Client shall have the right to give notice with no obligation to respect the term established by the Contract. Should notice to the Client of the variation in fees take place at the time of renewal and/or at the time of advance invoicing of the fees, the Client may give notice within 7 days of receiving such notice and/or the invoice setting out the changed fees. The cost of the fees does not include any taxes required by tax legislation. 6. METHODS OF SERVICE SUPPLY Updates relating to the software specified on the first page of this Contract will be carried out in one of the three following ways. A: By the Distributor s sending the Client DVDs containing updates relative to the programmes listed in the box on the front page of this Contract. Delivery shall include: 1) the DVD containing the update; 2) instructions describing how to install the update. Delivery will be made by the Distributor s chosen courier, and costs for this will be borne by the addressee. B: By means of internet connection between the Client and a central computer system made available by TEXA. In this case, the Client must be in possession of the hardware and connections necessary to connect to the internet. All costs related to the internet or telephone connection required for the update shall be borne by the Client. C: The service will be carried out at the Distributor s offices and will include the installation of the update in the memory support of the tool containing the programme, by the Distributor s technicians. Either Party can, at any time, choose to change the service delivery method, by informing the other Party of this, in writing. The supply of the software update service concerned may be interrupted, limited or suspended fully or partly, without warning or indemnity, should the Client have acted in any way prohibited by current laws and/or behave incorrectly, by this intending any action that may potentially be damaging for the TEXA Distributor and/or for TEXA s.p.a., programme owners. 7. LIABILITY The Distributor disclaims all liability with regards to problems relating to telephone or internet connections failures or malfunctions. declares that he has the necessary skills to use the information and data contained in the software and updates supplied under this Contract, in a responsible manner. is also aware that such data may not be exhaustive, and must be used as an integration of his own, professional knowledge. 8. TRANSFER OF THE CONTRACT In the event of transfer, for any reason, of the authorised Distributor and TEXA service centre contract between TEXA s.p.a. and TEXA s Distributor, TEXA will be granted the right to appoint and ensure the entry into this Contract of another authorised TEXA s Distributor, with effect as from the date on which the Client receives the communication. Rights and obligations arising prior to the take-over shall remain the responsibility of the previous Distributor. hereby accepts that this Contract may be transferred from TEXA s Distributor to another authorised Distributor specified by TEXA s.p.a. 9. CLIENT COMMITMENTS undertakes to view the information supplied by the Distributor with regards to technical characteristics of hardware, and to carefully comply with the Service operation instructions supplied with the Contract. undertakes to report and describe any flaws or errors found during the use of the software programmes to TEXA/the Distributor, without this leading to any claim for rights for any suggestions that may lead to programme improvements. Any programmes thus modified will therefore remain the exclusive property of TEXA. 10. CHANGES OF ADDRESS must inform the Distributor in advance of any change in its registered office, by notifying the new address in writing. 11. INSOLVENCY Should the invoices relating to the supplies go unpaid at the agreed due dates, the Distributor shall be held to be free from any contractual constraints and can decide to terminate the supply of the Service. In any case, the Client must pay the pro-rata for the service received up until then, without prejudice to any further claim made for greater damages suffered by the Distributor. 12. DELIVERY OF UPDATES The Distributor undertakes to deliver the updates set forth by this Contract, to the Client for the entire duration of validity of the Contract, and in accordance with the methods set out at article 6 of this Contract. 13. COMMUNICATION All communication between the Distributor and Client in relation to this Contract must be sent by registered mail or fax, to the addresses/numbers indicated on the first page. 14. DISPUTES This Contract is governed by Italian law. Any disputes that may arise in relation to it shall be submitted to the exclusive jurisdiction of the Court in the place where the defendant has its registered office. 15. PERSONAL DATA PROTECTION In accordance with Art 13 of Italian Legislative Decree no. 196/2003, please note that the personal data supplied by the CLIENT will be processed by the Distributor and by TEXA s.p.a. as hard copies and using IT and electronic means, for the following purposes: a) For legal and contractual requirements; b) For market analysis, marketing activities, statistics and to ensure a more effective commercial management; c) To send by or sms,advertising and promotional materials on future commercial initiatives or to announce new products, services and offers, also from third parties, relating to the automotive and transport sector. With regards to the purposes set out under point a), we specify that the nature of the conferral of your data is compulsory by law; as such, any refusal will make it impossible to implement this Contract. For the purposes set out under points b) and c) on the other hand, conferral is optional, and as such we ask for your specific consent (front page), it being understood that should you choose to deny your consent in this regard, this shall have no effect on the activities covered by this Contract. Without prejudice to the communications and disclosures made in implementation of legal and Contractual obligations, data may be disclosed within Italy, in compliance with the above-specified purposes, to the following external parties: credit institutes and other financial intermediaries for compliances linked to the commercial relationship (e.g. payments), professionals, consultants and service companies and, potentially, law firms and debt collection companies. You have the right to exercise your rights pursuant to Art. 7 of Italian Legislative Decree no. 196/2003 by sending a specific written request to this effect to the following address: privacy@texa.com. TEXA S.p.A., Via 1 maggio 9, Monastier di Treviso (TV) is your Data Controller. For any further information about privacy, please refer to FINAL CLAUSES This Contract represents the full text of the Parties reciprocal rights and obligations with reference to the subject Contracted herein. Any other written and/or oral agreement reached between the Parties is considered without effect. For any change to the terms and conditions of this Contract, as reported herein, to be valid, such must be made in written form. (2/2 END)

3 TEXPACK Software update contract IDENTIFICATION OF THE CONTRACTING PARTIES CLIENT Company name DISTRIBUTOR Full Distributor s stamp VAT number Address Postcode Prov. Town Telephone Fax Mobile telephone Contract start date (month and year) Contract duration 12 months 24 months Other/Specify New contract Subsequent integration METHOD OF UPDATING THE SERVICES REQUESTED BY THE CONTRACTING PARTY CAR DIAGNOSIS TRUCK DIAGNOSIS BIKE DIAGNOSIS AGRI DIAGNOSIS MARINE DIAGNOSIS KONFORT A B C A B C A B C A B C A B C B C UPDATE METHOD A: SENDING DVD B: INTERNET C: DISTRIBUTOR SUPPORT DESCRIPTION OF SOFTWARE FOR UPDATE AND ANNUAL FEES SERIAL NUMBER SERVICE CODE SERVICE NAME Fees agreed for the initial period of Contract duration (excluding VAT) Annual charge (from second year - excluding VAT) The contracting parties (hereinafter also referred to as the Parties ) declare that they have jointly agreed and approve in full the clauses set forth in the Contract Conditions overleaf, and confirm that they have each received an original copy of the completed and signed Contract (Place and date of signing) The Distributor In accordance with art of the Italian civil code, the following clauses are specifically accepted: 3) Contract duration, 5) Updating of fees, 8) Transfer of the Contract, 11) Insolvency, 14) Disputes. The CLIENT has read the disclosure pursuant to art. 15 of the Contract conditions and hereby consents to the use of his/her personal data by the Distributor and TEXA s.p.a. for the purpose established at point b) and c) and/or that his/her personal data is disclosed to third parties carrying out commercial and promotional activities for marketing purposes, including the sending of illustrative material in relation to the services and products. (1/2 CONT.) CLIENT S COPY

4 CONTRACT CONDITIONS 1. PARTIES The following are Parties to this contract (the Contract ): the Client, as identified above, namely the party requesting TEXPACK services (the Services ) from the Distributor, and the authorised TEXA Distributor, as identified above, namely the party who will procure such Services for the Client after having explained the characteristics and method of use and who will issue the sales invoice. 2. SUBJECT OF THE CONTRACT The Contract concerns the release to the Client, for the entire duration of the Contract, of updates on TEXA-owned programmes, with separate license agreements for use listed in the box on the first page of this Contract. undertakes to install the updates, corrections and/or new versions of the programmes supplied, taking note that, should he fail to do so, the update may be partly or totally inefficient or useless. The following services are included in the TEXPACK fees: - The update of the application programmes when improvements or extensions are applied to the basic software functions (operating system) with which the programmes granted for use by TEXA under the relative licensing agreement, have been installed. - Updates and programmes prepared subsequent to any changes in the law, regulations or administration. - The supply to the Client of any corrections or reviews of programmes released on TEXA initiative, in the event of any anomalies, errors or malfunctioning. must guarantee the confidentiality of programme contents, their updates and any changes made thereto. 3. CONTRACT DURATION The main Contract, and all subsequent integrations, shall take effect on the first day of the month specified on the front page, for the duration chosen by the Client. Upon expiry, the Contract will be automatically renewed for a year or different specifically agreed period each year (or period), unless notice is sent to the contrary, at least 60 days prior to expiry. Should the Client be party to more than one contractual subscription, termination may be limited to individual subscriptions. accepts the fact that termination in accordance with and pursuant to this provision may also be notified directly by TEXA s.p.a. for and on behalf of the Distributor. Early notice of termination by the Client with regards to the Contract s natural expiry, will not entail repayment of the fees paid for the entire period. 4. INVOICING Invoicing of fees for software updates will be issued by the Distributor in advance, and in consideration of the terms set out under article 5 of this Contract. 5. UPDATING OF FEES The cost of the annual fees reported in the box on the front page, will remain unchanged for the first period of Contract validity. For all subsequent years, the Distributor reserves the right to update these fees according to changes made to the official TEXA price list. In this case, TEXA s.p.a. or the Distributor shall inform the Client in writing at least three months prior to the annual expiry. Should the Client disagree, he shall have the right to give notice under the terms specified above. Should notice of a variation in fees fail to reach the Client at least three months prior to the annual expiry, the Client shall have the right to give notice with no obligation to respect the term established by the Contract. Should notice to the Client of the variation in fees take place at the time of renewal and/or at the time of advance invoicing of the fees, the Client may give notice within 7 days of receiving such notice and/or the invoice setting out the changed fees. The cost of the fees does not include any taxes required by tax legislation. 6. METHODS OF SERVICE SUPPLY Updates relating to the software specified on the first page of this Contract will be carried out in one of the three following ways. A: By the Distributor s sending the Client DVDs containing updates relative to the programmes listed in the box on the front page of this Contract. Delivery shall include: 1) the DVD containing the update; 2) instructions describing how to install the update. Delivery will be made by the Distributor s chosen courier, and costs for this will be borne by the addressee. B: By means of internet connection between the Client and a central computer system made available by TEXA. In this case, the Client must be in possession of the hardware and connections necessary to connect to the internet. All costs related to the internet or telephone connection required for the update shall be borne by the Client. C: The service will be carried out at the Distributor s offices and will include the installation of the update in the memory support of the tool containing the programme, by the Distributor s technicians. Either Party can, at any time, choose to change the service delivery method, by informing the other Party of this, in writing. The supply of the software update service concerned may be interrupted, limited or suspended fully or partly, without warning or indemnity, should the Client have acted in any way prohibited by current laws and/or behave incorrectly, by this intending any action that may potentially be damaging for the TEXA Distributor and/or for TEXA s.p.a., programme owners. 7. LIABILITY The Distributor disclaims all liability with regards to problems relating to telephone or internet connections failures or malfunctions. declares that he has the necessary skills to use the information and data contained in the software and updates supplied under this Contract, in a responsible manner. is also aware that such data may not be exhaustive, and must be used as an integration of his own, professional knowledge. 8. TRANSFER OF THE CONTRACT In the event of transfer, for any reason, of the authorised Distributor and TEXA service centre contract between TEXA s.p.a. and TEXA s Distributor, TEXA will be granted the right to appoint and ensure the entry into this Contract of another authorised TEXA s Distributor, with effect as from the date on which the Client receives the communication. Rights and obligations arising prior to the take-over shall remain the responsibility of the previous Distributor. hereby accepts that this Contract may be transferred from TEXA s Distributor to another authorised Distributor specified by TEXA s.p.a. 9. CLIENT COMMITMENTS undertakes to view the information supplied by the Distributor with regards to technical characteristics of hardware, and to carefully comply with the Service operation instructions supplied with the Contract. undertakes to report and describe any flaws or errors found during the use of the software programmes to TEXA/the Distributor, without this leading to any claim for rights for any suggestions that may lead to programme improvements. Any programmes thus modified will therefore remain the exclusive property of TEXA. 10. CHANGES OF ADDRESS must inform the Distributor in advance of any change in its registered office, by notifying the new address in writing. 11. INSOLVENCY Should the invoices relating to the supplies go unpaid at the agreed due dates, the Distributor shall be held to be free from any contractual constraints and can decide to terminate the supply of the Service. In any case, the Client must pay the pro-rata for the service received up until then, without prejudice to any further claim made for greater damages suffered by the Distributor. 12. DELIVERY OF UPDATES The Distributor undertakes to deliver the updates set forth by this Contract, to the Client for the entire duration of validity of the Contract, and in accordance with the methods set out at article 6 of this Contract. 13. COMMUNICATION All communication between the Distributor and Client in relation to this Contract must be sent by registered mail or fax, to the addresses/numbers indicated on the first page. 14. DISPUTES This Contract is governed by Italian law. Any disputes that may arise in relation to it shall be submitted to the exclusive jurisdiction of the Court in the place where the defendant has its registered office. 15. PERSONAL DATA PROTECTION In accordance with Art 13 of Italian Legislative Decree no. 196/2003, please note that the personal data supplied by the CLIENT will be processed by the Distributor and by TEXA s.p.a. as hard copies and using IT and electronic means, for the following purposes: a) For legal and contractual requirements; b) For market analysis, marketing activities, statistics and to ensure a more effective commercial management; c) To send by or sms,advertising and promotional materials on future commercial initiatives or to announce new products, services and offers, also from third parties, relating to the automotive and transport sector. With regards to the purposes set out under point a), we specify that the nature of the conferral of your data is compulsory by law; as such, any refusal will make it impossible to implement this Contract. For the purposes set out under points b) and c) on the other hand, conferral is optional, and as such we ask for your specific consent (front page), it being understood that should you choose to deny your consent in this regard, this shall have no effect on the activities covered by this Contract. Without prejudice to the communications and disclosures made in implementation of legal and Contractual obligations, data may be disclosed within Italy, in compliance with the above-specified purposes, to the following external parties: credit institutes and other financial intermediaries for compliances linked to the commercial relationship (e.g. payments), professionals, consultants and service companies and, potentially, law firms and debt collection companies. You have the right to exercise your rights pursuant to Art. 7 of Italian Legislative Decree no. 196/2003 by sending a specific written request to this effect to the following address: privacy@texa.com. TEXA S.p.A., Via 1 maggio 9, Monastier di Treviso (TV) is your Data Controller. For any further information about privacy, please refer to FINAL CLAUSES This Contract represents the full text of the Parties reciprocal rights and obligations with reference to the subject Contracted herein. Any other written and/or oral agreement reached between the Parties is considered without effect. For any change to the terms and conditions of this Contract, as reported herein, to be valid, such must be made in written form. (2/2 END)

5 TEXPACK Software update contract IDENTIFICATION OF THE CONTRACTING PARTIES CLIENT Company name DISTRIBUTOR Full Distributor s stamp VAT number Address Postcode Prov. Town Telephone Fax Mobile telephone Contract start date (month and year) Contract duration 12 months 24 months Other/Specify New contract Subsequent integration METHOD OF UPDATING THE SERVICES REQUESTED BY THE CONTRACTING PARTY CAR DIAGNOSIS TRUCK DIAGNOSIS BIKE DIAGNOSIS AGRI DIAGNOSIS MARINE DIAGNOSIS KONFORT A B C A B C A B C A B C A B C B C UPDATE METHOD A: SENDING DVD B: INTERNET C: DISTRIBUTOR SUPPORT DESCRIPTION OF SOFTWARE FOR UPDATE AND ANNUAL FEES SERIAL NUMBER SERVICE CODE SERVICE NAME Fees agreed for the initial period of Contract duration (excluding VAT) Annual charge (from second year - excluding VAT) The Distributor sends a signed copy of this contract to TEXA s.p.a. service producer as a purchase order for the Services under the conditions set forth in the Contract for authorised Distributors and TEXA brand products assistance centre, already in place. It is agreed that the prices applied by TEXA to the Distributor are those specified on the price list in euros. The contracting parties (hereinafter also referred to as the Parties ) declare that they have jointly agreed and approve in full the clauses set forth in the Contract Conditions overleaf, and confirm that they have each received an original copy of the completed and signed Contract (Place and date of signing) The Distributor In accordance with art of the Italian civil code, the following clauses are specifically accepted: 3) Contract duration, 5) Updating of fees, 8) Transfer of the Contract, 11) Insolvency, 14) Disputes. The CLIENT has read the disclosure pursuant to art. 15 of the Contract conditions and hereby consents to the use of his/her personal data by the Distributor and TEXA s.p.a. for the purpose established at point b) and c) and/or that his/her personal data is disclosed to third parties carrying out commercial and promotional activities for marketing purposes, including the sending of illustrative material in relation to the services and products. (1/2 CONT.) COPY FOR TEXA S.P.A.

6 CONTRACT CONDITIONS 1. PARTIES The following are Parties to this contract (the Contract ): the Client, as identified above, namely the party requesting TEXPACK services (the Services ) from the Distributor, and the authorised TEXA Distributor, as identified above, namely the party who will procure such Services for the Client after having explained the characteristics and method of use and who will issue the sales invoice. 2. SUBJECT OF THE CONTRACT The Contract concerns the release to the Client, for the entire duration of the Contract, of updates on TEXA-owned programmes, with separate license agreements for use listed in the box on the first page of this Contract. undertakes to install the updates, corrections and/or new versions of the programmes supplied, taking note that, should he fail to do so, the update may be partly or totally inefficient or useless. The following services are included in the TEXPACK fees: - The update of the application programmes when improvements or extensions are applied to the basic software functions (operating system) with which the programmes granted for use by TEXA under the relative licensing agreement, have been installed. - Updates and programmes prepared subsequent to any changes in the law, regulations or administration. - The supply to the Client of any corrections or reviews of programmes released on TEXA initiative, in the event of any anomalies, errors or malfunctioning. must guarantee the confidentiality of programme contents, their updates and any changes made thereto. 3. CONTRACT DURATION The main Contract, and all subsequent integrations, shall take effect on the first day of the month specified on the front page, for the duration chosen by the Client. Upon expiry, the Contract will be automatically renewed for a year or different specifically agreed period each year (or period), unless notice is sent to the contrary, at least 60 days prior to expiry. Should the Client be party to more than one contractual subscription, termination may be limited to individual subscriptions. accepts the fact that termination in accordance with and pursuant to this provision may also be notified directly by TEXA s.p.a. for and on behalf of the Distributor. Early notice of termination by the Client with regards to the Contract s natural expiry, will not entail repayment of the fees paid for the entire period. 4. INVOICING Invoicing of fees for software updates will be issued by the Distributor in advance, and in consideration of the terms set out under article 5 of this Contract. 5. UPDATING OF FEES The cost of the annual fees reported in the box on the front page, will remain unchanged for the first period of Contract validity. For all subsequent years, the Distributor reserves the right to update these fees according to changes made to the official TEXA price list. In this case, TEXA s.p.a. or the Distributor shall inform the Client in writing at least three months prior to the annual expiry. Should the Client disagree, he shall have the right to give notice under the terms specified above. Should notice of a variation in fees fail to reach the Client at least three months prior to the annual expiry, the Client shall have the right to give notice with no obligation to respect the term established by the Contract. Should notice to the Client of the variation in fees take place at the time of renewal and/or at the time of advance invoicing of the fees, the Client may give notice within 7 days of receiving such notice and/or the invoice setting out the changed fees. The cost of the fees does not include any taxes required by tax legislation. 6. METHODS OF SERVICE SUPPLY Updates relating to the software specified on the first page of this Contract will be carried out in one of the three following ways. A: By the Distributor s sending the Client DVDs containing updates relative to the programmes listed in the box on the front page of this Contract. Delivery shall include: 1) the DVD containing the update; 2) instructions describing how to install the update. Delivery will be made by the Distributor s chosen courier, and costs for this will be borne by the addressee. B: By means of internet connection between the Client and a central computer system made available by TEXA. In this case, the Client must be in possession of the hardware and connections necessary to connect to the internet. All costs related to the internet or telephone connection required for the update shall be borne by the Client. C: The service will be carried out at the Distributor s offices and will include the installation of the update in the memory support of the tool containing the programme, by the Distributor s technicians. Either Party can, at any time, choose to change the service delivery method, by informing the other Party of this, in writing. The supply of the software update service concerned may be interrupted, limited or suspended fully or partly, without warning or indemnity, should the Client have acted in any way prohibited by current laws and/or behave incorrectly, by this intending any action that may potentially be damaging for the TEXA Distributor and/or for TEXA s.p.a., programme owners. 7. LIABILITY The Distributor disclaims all liability with regards to problems relating to telephone or internet connections failures or malfunctions. declares that he has the necessary skills to use the information and data contained in the software and updates supplied under this Contract, in a responsible manner. is also aware that such data may not be exhaustive, and must be used as an integration of his own, professional knowledge. 8. TRANSFER OF THE CONTRACT In the event of transfer, for any reason, of the authorised Distributor and TEXA service centre contract between TEXA s.p.a. and TEXA s Distributor, TEXA will be granted the right to appoint and ensure the entry into this Contract of another authorised TEXA s Distributor, with effect as from the date on which the Client receives the communication. Rights and obligations arising prior to the take-over shall remain the responsibility of the previous Distributor. hereby accepts that this Contract may be transferred from TEXA s Distributor to another authorised Distributor specified by TEXA s.p.a. 9. CLIENT COMMITMENTS undertakes to view the information supplied by the Distributor with regards to technical characteristics of hardware, and to carefully comply with the Service operation instructions supplied with the Contract. undertakes to report and describe any flaws or errors found during the use of the software programmes to TEXA/the Distributor, without this leading to any claim for rights for any suggestions that may lead to programme improvements. Any programmes thus modified will therefore remain the exclusive property of TEXA. 10. CHANGES OF ADDRESS must inform the Distributor in advance of any change in its registered office, by notifying the new address in writing. 11. INSOLVENCY Should the invoices relating to the supplies go unpaid at the agreed due dates, the Distributor shall be held to be free from any contractual constraints and can decide to terminate the supply of the Service. In any case, the Client must pay the pro-rata for the service received up until then, without prejudice to any further claim made for greater damages suffered by the Distributor. 12. DELIVERY OF UPDATES The Distributor undertakes to deliver the updates set forth by this Contract, to the Client for the entire duration of validity of the Contract, and in accordance with the methods set out at article 6 of this Contract. 13. COMMUNICATION All communication between the Distributor and Client in relation to this Contract must be sent by registered mail or fax, to the addresses/numbers indicated on the first page. 14. DISPUTES This Contract is governed by Italian law. Any disputes that may arise in relation to it shall be submitted to the exclusive jurisdiction of the Court in the place where the defendant has its registered office. 15. PERSONAL DATA PROTECTION In accordance with Art 13 of Italian Legislative Decree no. 196/2003, please note that the personal data supplied by the CLIENT will be processed by the Distributor and by TEXA s.p.a. as hard copies and using IT and electronic means, for the following purposes: a) For legal and contractual requirements; b) For market analysis, marketing activities, statistics and to ensure a more effective commercial management; c) To send by or sms,advertising and promotional materials on future commercial initiatives or to announce new products, services and offers, also from third parties, relating to the automotive and transport sector. With regards to the purposes set out under point a), we specify that the nature of the conferral of your data is compulsory by law; as such, any refusal will make it impossible to implement this Contract. For the purposes set out under points b) and c) on the other hand, conferral is optional, and as such we ask for your specific consent (front page), it being understood that should you choose to deny your consent in this regard, this shall have no effect on the activities covered by this Contract. Without prejudice to the communications and disclosures made in implementation of legal and Contractual obligations, data may be disclosed within Italy, in compliance with the above-specified purposes, to the following external parties: credit institutes and other financial intermediaries for compliances linked to the commercial relationship (e.g. payments), professionals, consultants and service companies and, potentially, law firms and debt collection companies. You have the right to exercise your rights pursuant to Art. 7 of Italian Legislative Decree no. 196/2003 by sending a specific written request to this effect to the following address: privacy@texa.com. TEXA S.p.A., Via 1 maggio 9, Monastier di Treviso (TV) is your Data Controller. For any further information about privacy, please refer to FINAL CLAUSES This Contract represents the full text of the Parties reciprocal rights and obligations with reference to the subject Contracted herein. Any other written and/or oral agreement reached between the Parties is considered without effect. For any change to the terms and conditions of this Contract, as reported herein, to be valid, such must be made in written form. (2/2 END)