General Terms and Conditions of the Contract
Version 08.11.2022
These General Terms and Contractual Conditions (General Terms and Conditions) govern iGuzzini's decision to
grant the Licensee use management and configuration software with content to be received via "push notification" using the Jiminy and Jiminy Admin apps and using the Jiminy CMS (Control Management System).
1-Definitions
iGuzzini/Licensor: iGuzzini illuminazione Spa, based in Recanati, Via Mariano Guzzini, 37 V.A.T. number
00082630435, exclusive proprietor of the Software
Licensee: holder of the right to use the Software granted by iGuzzini
- Software: Software for push notification, in the form of Object Code, owned by iGuzzini.
- Problems: difficulty encountered by the Licensee to use the Softwar's functions, bugs, defects and malfunctions;
- Source Code: the source code is a series of instructions belonging to a specific programming language, used to create the Software;
- Object code: translation of the source into machine language (binary), performed by the computer;
- Updates: correction or integration (including the elimination of bugs, defects and malfunctions, technological
upgrades and function improvements), of the Software, that may be launched onto the market by iGuzzini and for use by those with a right to use the Software;
Embedded software: Software or parts of Software created by third parties, other than iGuzzini that may be included in the Software;
- Registration: registration of the Licensee on the iGuzzini site following acceptance of the General Terms and
Conditions
- Offer: financial offer for the Software licence made by iGuzzini to the Licensee when the Licensee was registering or renewing the Licence.
- Contract: iGuzzini offer accepted in writing by the Licensee
2 - Subject - Use of Licence
2.1- iGuzzini, as sole proprietor of the Software, grants the Licensee, who accepts, the non-exclusive and non-
transferable right to use the Software, and exclusively in the Object Code form: any right relating the Softwar's Source Code is excluded.
2.2- The licence will be free of charge should iGuzzini provide the Licensee with a space for archiving the contents for
a maximum limit of 50 MB and/or push notification activation up to a maximum of 10 iGuzzini Beacons.
2-3- A fee shall be charged for the licence should iGuzzini, following a request made by the Licensee, provide an archiving space of more than 50 MB and/or activation of push notifications above 10 iGuzzini Beacons.
2.4- The licence to use the Software runs for three years from the date the Licensee is Registered.
When it expires, the licence will automatically terminate, unless a different written agreement has been reached in writing between the Parties.
It goes without saying that iGuzzini will have the right, at any time and at its own discretion, to terminate the Software licence, with two months written notice. In this case, the Licensee shall not be entitled to claim anything in relation to the licence's termination, no matter what the reason, except to be reimbursed the price paid for the period not used following the termination by iGuzzini.
2.5- Use is intended as loading and use in line with standard functions.
2.3- The Licensee takes note that the Software is of highly technical complexity.
3- Software Activation
3.1- The Software shall be activated with the Registration and acceptance of these General Terms and Conditions by the Licensee available at the following links...
4- Software Conditions of Use
4.1- The Licensee declares they have fully and completely examined the Software as well as having autonomously assessed it (including ascertaining that the Software suits their needs), it being clear that the end use made by the Licensee of the above-mentioned Software is not covered in these General Terms and Conditions.
4.2- The right of use granted may only be exercised following the procedures foreseen by the Software, as part of and for the purposes of the Licensee's typical work and their internal procedures within the Licensee's premises.
4.3- The Embedded Software may be used by the Licensee solely and strictly within the limits in which it is foreseen under the standard Software procedures for the purposes of using said Software as well as solely and strictly in compliance with the methods and limits established by these procedures.
4.4- Bearing in mind the content of articles 4.2 and 4.3, the Licensee can create and/or customise the contents of the notifications used in the Software, in which they are the only and direct figure responsible for the content created and/or customised by them.
As a result, iGuzzini shall not be held responsible in any way for the content of these notifications.
In any case, the Licensee shall ensure iGuzzini is entirely uninvolved in any detriment, loss and/or damage, either direct and/or indirect and/or consequential that they are involved in, without limitation and no matter the nature, from any responsibility and incurring costs, deriving from the actions taken by third parties in reference to the contents of the customisation of notifications created by the Licensee.
iGuzzini will provide the Licensee with a space for archiving contents for a maximum limit of 50 MB and/or push
notification activation up to a maximum of 10 iGuzzini Beacons.
4.5- The Licensee is not entitled to:
- Transfer or surrender under any condition, grant under licence or sub-licence or use, enjoyment, possession or guardianship of the Software and/or relative support.
- Disassemble, dismantle or de-codify the Software, in whole or part, except within the limits in which the Licensee is permitted to do so under mandatory law.
- Change, adapt, translate or elaborate the Software, write or develop any derivative software or other software program based on the Software or on any information relating to the Software.
- Change and/or eliminate and/or copy distinctive iGuzzini signs from the Software and/or parts that would show its origins or insert element sorting into the Software.
- receive and/or take note of the Source Code or copy it.
4-6- With the express exclusion of the legal warranty, the Licensee shall be obliged to inform iGuzzini in writing of any faults and/or malfunctions in the Software, within ten days of discovery to avoid forfeiture. In any case, the action shall be prescribed within six months following acceptance of the General Terms and Conditions.
5- Payment
With regard to the licence charged at a fee as per art. 2.3, the Licensee shall be obliged to pay an annual fee that will be set out in the Contract.
Payment is an essential condition for providing an archiving space greater than 50 MB and/or activation of push
notifications greater than 10 iGuzzini Beacons.
6- Licensor's Authority and Responsibility
6.1- iGuzzini guarantees that the Software granted in licence complies with the technical and functional specifications described therein. This warranty, so conditioned by the proper functioning of the Licensee's hardware and its proper use, refers exclusively to functioning defects that may be found in the Software. So, this warranty does not cover malfunctions caused by incorrect use and/or atypical use of the Software by the Licensee.
The Licensee shall rapidly inform iGuzzini of any malfunctions in the Software in order to allow iGuzzini to run the necessary checks on the Softwar's malfunctions, within an adequate time limit, depending on the complexity and entity of the malfunction reported.
6.2- iGuzzini cannot guarantee the Licensee: (i) total absence of any Problems; (ii) the continuity of a connection to the Software platform; (iii) total absence of any disservices, such as possible interruption of use of the Software due to unforeseen, exceptional circumstances or of force majeure such as hacker attacks and/or viruses, faults in the telephone lines, electrics and/or international networks and/or their own technical equipment or that of third parties essential for the regular functioning of the Software and not resulting from poor maintenance; (iv) total satisfaction of the Software in meeting expectations and/or the specific needs of the Licensee.
6.3- Bearing in mind the above and with the exception of mandatory legislation, iGuzzini shall be responsible for non- fulfilment of obligations deriving from or linked to these General Terms and Conditions only in the event that direct liability of indictment of iGuzzini exists with regard to fraud or serious negligence, to be proved by the Licensee.
What remains, excluding, for example purposes only, any responsibility of iGuzzini for damage (including, without limitation, damage due to loss and/or unearned income, interruption of activities, loss of archived information or any financial loss) that may arise from the use of Software and/or hacker attacks, even in the event that iGuzzini was warned of the possibility of this damage, with the exception of what is expressly stated by the law. In any case, iGuzzini's responsibility, pursuant to these General Contractual Terms and Conditions shall be limited to an amount equal to what was actually paid for the Software licence, that the Parties shall agree on pursuant to penalty clause as per art. 1382 of the Civil Code." Should the licence be provided free of charge, iGuzzini's responsibility, pursuant to these General Contractual Terms and Conditions shall be limited to an amount equal to = 1,000 Euro =, that the Parties shall agree on pursuant to penalty clause as per art. 1382 of the Civil Code."
6.4- Bearing in mind what was set out under these General Terms and Conditions and subject to mandatory legal provisions, the following shall not configure, in the specific case, as non-fulfilment by iGuzzini or responsibility of any kind: situations arising, in part or in whole, from chance circumstance, force majeure, physical, electrical or electromagnetic demands, negligence or incorrect use or different from that indicated by iGuzzini on behalf of the Licensee, failure or surges in electricity supply, faulty air conditioning units or those controlling humidity, fault with the Software supports, overheating, fire and smoke damage, using the Software with other software supports, hardware means and interfaces, Software or telecommunication supports that do not correspond or are not looked after as per the manufacturer's instructions or towards which the Licensee has failed to fulfil the obligations mentioned in these General Terms and Conditions, causes attributable to a use that differs from the ordinary use, presence or introduction of viruses, incorrect installation by the Licensee, change, customisation, alteration or integration of the Software or interventions on this made by third parties or by the Licensee or installation or use of Software programmes created by the Licensee or others, and delays.
6.5- iGuzzini reserves the right to update the Software at any time and at their own complete discretion.
The Licensee shall not be entitled to claim anything in relation to these updates, for whatever reason.
7- Software Protection
7.1- The Licensee will have to inform iGuzzini in writing, as soon as possible, and in any case, within 2 (two) days of becoming aware of the situation, of any form of Software violation (iGuzzini's ownership rights/copyright/intellectual rights) committed by third parties, including any initiative made by third parties including the diffusion of news that could be detrimental or damaging to iGuzzini's industrial ownership and intellectual rights.
7.2- The defence from the active or passive side against these violations is exclusively entrusted to iGuzzini that shall take every decision on what kind of action to take as well as whether it be opportune to start, abandon, settle a dispute, continue with it or other. The relative costs shall be at the expense of iGuzzini.
7.3- The Licensee will need to provide iGuzzini with the assistance requested and, in particular, any useful news for its defence in a court of law and/or out of court.
7.4- Under no conditions is it permitted for the Licensee to act in court or out of court to protect the industrial and intellectual property rights over the Software, without prior written consent from iGuzzini. In that case, the Licensee shall be required to keep iGuzzini constantly and promptly informed on the progress of the actions and receive its prior written authorisation to settle disputes.
7.5- If, following a transaction or executive provision to settle a dispute as per article 6.2), the Licensee cannot use the Software, iGuzzini shall intervene on said Software so that the Licensee can start using it again or, should iGuzzini decide that this is not viable, the latter shall:
- replace the Software or the part being disputed with a similar one
- terminate the licence immediately. In this case it will be obliged to reimburse the amount paid and not used to the Licensee.
In any case, the Licensee has no further right of any kind and for any reason, including that of compensation for
damages suffered.
8- Information privacy
Each party is committed to keeping secret all the information, that is not of public domain, regarding the organisation, work methods and any other data regarding the other party as well as the content of these General Terms and Conditions, the Software and all relative documentation, Software listings, information, drawings, comparison tests, specifications, industrial secrets and copies of object codes and the Software's executable code, Source Code (should it have become known to the Licensee despite the prohibition mentioned in clause two) as well as any other information indicated as «confidential information» which said party becomes aware of.
The above-mentioned obligation shall continue even after the Contract has terminated until such time as the information becomes part of the public domain.
9- Express Termination Clause
9.1- Bearing in mind what was indicated in article 14), pursuant to art. 1456 of the Civil Code, the Contract concluded between iGuzzini and the Licensee and due to these General Terms and Conditions shall immediately terminate in a written communication should it be shown that the Licensee fails to fulfil one or more of the commitments assumed in virtue of the Contract and/or these General Terms and Conditions without finding an adequate solution within 15 (fifteen) days of receiving the written warning to abide, as per art. 1454 of the Civil Code, sent via registered letter with return receipt and/or certified e-mail by iGuzzini regarding the matter.
9.2- What remains unaltered and in favour of iGuzzini, is the right to compensation for any subsequent damage incurred as a result of the Licensee's behaviour.
10- Force Majeure
None of the Parties shall be held responsible for a delay or total or partial failure to fulfil contractual commitments should this delay or failed fulfilment be due to any event that cannot be attributed to the Parties and outside of their reasonable control, including, for example purposes only: natural calamities, uprisings, insurrections, public authority interventions, fires, earthquakes, flooding, pandemics, epidemics and, should these be on a national scale: strikes, restriction on or lack of energy, fuel, components or machinery. In that case, the Party that finds itself in a state of force majeure shall be obliged to communicate the matter in writing to the other Party, which, should the force majeure last more than 90 (ninety) consecutive or accumulative days, shall be entitled to legally terminate the Contract.
11- Validity/Effectiveness
11.1- Updated versions of the General Terms and Conditions shall be valid from the date of publication at the links ............ by iGuzzini.
11.2- The invalidity and/or ineffectiveness, even if it appears unexpectedly, of one of the arrangements contained in the General Terms and Conditions shall not prejudice the validity or effectiveness of the others and shall be considered automatically replaced by another valid and effective arrangement whose content should be as similar as possible to the one that became or was regarded as invalid or ineffective.
12- Competent Court/Applicable Law
12.1- For all the controversies linked to these General Terms and Conditions and each Contract, it is agreed that the place where iGuzzini has its headquarters shall be the exclusive competent court.
12.2- These General Terms and Conditions and each Contract governed by them, shall be subject to Italian law with the express exclusion of the Vienna Convention on the international sale of movable assets.
13- Policy as per Art. 13 Reg. 679/2016 - Processing of Information
Personal details exchanged or acquired reciprocally by the Parties while performing their work in relation to these General Terms and Conditions and the Contract governed by these General Terms and Conditions, shall be processed by them in full compliance with the principles and standards contained in Reg. 679/2016.
The Parties shall be entitled to exercise their rights as per articles 15,16,17,18,20 and 21 of Reg. 679/2016.
14- iGuzzini's code of conduct pursuant to Legislative Decree 231/2001/ Fagerhult AB's code of conduct/Code of conduct for Fagerhult Trade Partners/iGuzzini Sustainability Policies
1- Since 2008, iGuzzini has adopted an organisation, management and control Model pursuant to Legislative Decree 231/2001 and subsequent amendments, for the purpose of guaranteeing conditions of legality, correctness and transparency in performing one's activities.
2- One of the fundamental elements of this Model is the Code of Conduct.
3- In March 2019, iGuzzini became part of the Swedish group AB Fagerhult.
4- The AB Fagerhult Group adopted a Code of Conduct and the Code of Conduct for Trading Partners which
established the guidelines and principles to be observed in reference to human rights, working conditions and the environment).
5- The Fagerhult Code of Conduct integrates the principles contained in the iGuzzini Code of Conduct.
6- The Licensee declares they are aware of the current regulations governing the administrative responsibility of bodies as per Legislative Decree 231/2001.
7- As part of this contractual agreement with iGuzzini, the Licensee declares:
● it has examined the link:
https://www.iguzzini.com/corporate/who-we-are/governance/
Code of Conduct, the iGuzzini behavioural code, the Fagerhult Trade Partners Code of conduct and the
iGuzzini sustainability policies (including "
Tools of Governance") and agrees to its principles;
● it shall commit to respecting, even on behalf of the members, directors, employees and colleagues involved in the agreement with iGuzzini, the principles contained in the Tools of Governance, in line with an approach that focuses on continuous development and improvement;
● it shall commit to obtaining a signed declaration from direct and indirect subcontractors used in the relations
with iGuzzini stating their full agreement with the principles contained in the Tools of Governance;
● it shall inform iGuzzini immediately should it directly or indirectly receive a request to behave in a fashion that
would be in violation of the Tools of Governance, from a representative, employee, colleague or consultant;
● it shall promote respect for the Tools of Governance by third parties involved in relations with iGuzzini.
● it shall not act or behave in any way that may violate the Tools of Governance, as well as, in more general
terms, behaviour that could implicate committing violations, or even an attempt of violation, covered by Legislative Decree 231/2001 and adopt and implement, where necessary, suitable procedures to prevent said violations;
● it shall inform iGuzzini immediately of any possible involvement in proceedings that concern the alleged
violations covered by Legislative Decree. 231/2001; 8- In the event of the Licensee's non-fulfilment as set out in point 7) or rather, in the event of its involvement in legal proceedings for an implied violation covered by Legislative Decree 231/2001, iGuzzini.
- shall have the right to suspend, at any time and without prior warning, the implementation of this contract, via
registered letter or certified e-mail; or, alternatively,
- it shall have the right to dissolve this contract by law, under art. 1456 of the Italian Civil Code, via registered letter or certified e-mail, The right and authority stated in the previous points a) - b) shall be confirmed to the prejudice of the Licensee committing it to paying all major derivative and subsequent expenditures and costs and again, notwithstanding, they will:
- be held responsible for any detrimental event or damage that may occur following the breach of contract and
- be obliged to indemnify and keep iGuzzini clear of any third-party action deriving from, or as a consequence of, this breach of contract.
15- Final Instructions
15.1 - These General Terms and Conditions shall be applied and always binding in reference to all the Contracts that the Parties may sign during their validity and even if not expressly mentioned or attached to the Contracts, they shall constitute an integral part of all the Contracts stipulated with the Licensee.
15.2- iGuzzini reserves the right to change and/or alter these General Terms and Conditions at any time.
15.3- Neither these General Terms and Conditions nor any of the rights arising from the Registration can be surrendered or transferred by the Licensee, in whole or in part, by virtue of any contract, transaction, deed or fact, either free of charge or under payment, under universal or special claim, voluntarily or for legal purposes, even in the case of the transfer of a company or transfer of part of a business, merger, division or other, without prior written consent from iGuzzini.
15.4- The General Terms and Conditions together with the Contract complete and fulfil the agreement reached by the Parties and replace all communications, declarations, proposals, previous understandings and agreements, both verbal and written, reached between the Parties regarding the Licence to use the Software.
15.5- Should one of the Parties omit to undertake legal action or exercise a right based on these General Terms and Conditions, this compliance behaviour shall not be interpreted as a definitive waiver on taking legal action or exercising said right in the future, and shall certainly not be interpreted as tolerance towards the behaviour of the defaulting Party.
Recanati, 08.11.2022
iGuzzini illuminazione Spa
Acknowledgement of acceptance
The Licensee
In reference to the General Terms and Conditions of the Contract - version 08.11.2022, pursuant to and in accordance with articles 1341 and 1342 of the Civil Code, the Licensee declares that they expressly accept the following clauses:
3- Software Activation / 4- Software Conditions of Use / 6- Licensor's Authority and Responsibility / 9- Express Termination Clause / 12- Competent Court/Applicable Law / 13- Policy as per Art. 13 Reg. 679/2016 - Processing of Information / 14- iGuzzini's code of conduct pursuant to Legislative Decree 231/2001/ Fagerhult AB's code of conduct/Code of conduct for Fagerhult Trade Partners/iGuzzini Sustainability Policies.
Recanati, 08.11.2022
Acknowledgement of acceptance
The Licensee