TERMS AND CONDITIONS FOR CLIENTS

The present Terms and Conditions (the “T&C”), collectively with any and all Insertion Order and/or Order Form(s) ("IO") shall constitute a binding agreement between the Tangoo S.r.l., with registered office in Milan, via Lentasio 9, 20122, VAT number 02143630685, in the person of its legal representative pro tempore (“Tangoo” or the “Executor”) and the company indicated in the IO (the "Customer") (Customer and with Tangoo, the "Parties"). The T&C, the related IO, and any further annexes, as well as any amendment and/or annex and/or addendum that is added or may be added to supplement or amend this Agreement, shall hereinafter be referred to as the "Agreement".

 

In the event of any discrepancy or conflict between what is set forth in the T&C and what is set forth in the IO or the other annexes, the following order of precedence shall apply: (1) IO; (2) T&C; (3) the other annexes.

 

Whereas:

• Tangoo is a company specialized in the provision of software application services and marketing automation and, as part of its business, has created its own network of software houses and freelancers for the purpose of providing technical and application consulting services to its client (the “Network”);
• The Customer has declared that it is interested in the services provided by Tangoo, in particular in relation to the software development services, in the manner described below.
• By signing this agreement, Tangoo and the Customer together intend to start a collaboration on terms and conditions as better described in the Agreement.

 

Now, therefore, the Parties hereby agree and stipulate as follows.

 

1. Subject of the Agreement
   1. The Executor together with its suppliers undertakes to provide the Customer with software development services and other services in the field of information technologies as defined and better described in the IO and the related attachments signed from time to time (hereinafter – the “Services”) and transfer the exclusive rights to the Deliverables in full, and the Customer undertakes to accept the Deliverables and the exclusive rights to them and pay the Executor remuneration in accordance with the terms of this Agreement.
   2. For the purposes of this Agreement, the “Deliverables” includes (but is not limited to) software and (or) its components, databases, design, formulas, algorithms, operating manuals, graphs, diagrams, as well as other tangible or intangible objects and all exclusive rights to them that the Executor is obliged to transfer to the Customer under this Agreement. Requirements, the scope of Services, term of service provision and the cost are defined and better described in the IO.
   3. Requirements, the scope of Services, term of service provision and the cost are defined and better described in the IO.
   4. Unless otherwise agreed by the Parties, the Services are provided on the Executor’s territory or the territory of its suppliers using its equipment and by Executor’s employees and its suppliers’ employees.

 

2. Change request
   1. A change request is an official proposal to change the scope of Services, the period of the provision of Services, the cost of Services and the Deliverables, or the Executor’s team providing services, which the Parties may address to each other from time to time.
   2. The Executor and the Customer may submit a Change request in writing, including using electronic communication, indicating the nature and necessity of such a change, after which the Party that received the Change request must, no later than within 5 (five) business days, evaluate it for it impact on the scope, schedule, quality, risk and cost of the provision of Services and the Deliverables, and express its consent or disagreement with the proposed changes.
   3. All changes agreed by the Parties must be recorded by signing the relevant supplementary agreement to the Agreement.

 

3. Rights and obligations of the Parties
   1. The Customer has the right to:
      • get acquainted with the Executor and its suppliers, with the progress of the provision of Services under this Agreement at any stage.
   2. The Customer is obliged to:
      • provide the Executor (and its suppliers if needed) with all the necessary information, materials and documentation to fulfill his obligations under this Agreement;
      • if there are no reasoned objections - to accept the Services, including the Deliverables, provided by the Executor and its suppliers, and pay for the Services provided and the Deliverables in accordance with the terms of section 4 of this Agreement;
   3. The Executor has the right to:
      • request additional information from the Customer necessary for timely and high-quality performance of its obligations under this Agreement;
      • demand payment for the Services provided in the manner provided for by this Agreement;
      • in case of non-receipt of payment from the Customer within the time limits set out in section 4 of this Agreement, to suspend the provision of Services, as well as to restrict the Customer's access to all the Deliverables.
   4. The Executor is obliged to:
      • provide the Services provided for in this Agreement in a timely, high-quality manner and in full;
      • suspend the provision of Services and request additional information and instructions from the Customer if the following circumstances are found:
        1. lack or inaccuracy of information provided by the Customer;
        2. the occurrence of circumstances that make it impossible for the Executor and its suppliers to perform his duties under this Agreement in a high-quality and (or) timely manner;
        3. possible adverse consequences for the Customer in case of fulfillment of the instructions given by him concerning the provision of Services under this Agreement;
      • maintain the confidentiality of the information provided by the Customer;
      • to issue an invoice to the Customer for the Services rendered at the end of each reporting period.

 

4. Remuneration of the Executor and the procedure for delivery and acceptance of the Deliverables
   1. The Customer undertakes to pay the Executor the remuneration in the amount and within the time period specified in the IO.
   2. The Services are subject to the reverse-charge – the Customer pays VAT independently in accordance with Article 196 of Council Directive 2006/112/EC (if applicable).
   3. The payment currency is the EUR. A different payment currency may be agreed upon in the enclosures, signed by the authorized representatives of the Parties.
   4. The Customer undertakes to pay the cost of the Executor's Services in accordance within the time period specified in the IO from the date of receipt of the invoice under the relevant IO.
   5. Bank charges and fees of the Customer’s bank, as well as expenses incurred by the Customer as a result of making payments using electronic payment system, shall be covered by the Customer, Bank charges and fees of the Executor’s bank and corresponding banks shall be covered by the Executor.
   6. All payments are made in accordance with the procedure established by law in the form of wire transfer on the bank account of the Executor.All taxes established by the legislation of the country of registration of the Customer are paid by the Customer in the state of its registration independently.
   7. All taxes established by the legislation of the country of registration of the Customer are paid by the Customer in the state of its registration independently.

 

5. Business trips
   1. Upon the Customer’s request, the Executor’s employees and the employee of its suppliers may be required to travel to the Customer’s office or other locations specified by the Customer in accordance with the conditions set out in a separate enclosure/supplementary agreement to this Agreement.

 

6. Intellectual Property rights
   1. The Executor undertakes to assign to the Customer the exclusive property rights to the Deliverables and other intellectual property objects created in the process of providing services under this Agreement, provided that the Customer pays all amounts of remuneration due to the Executor under this Agreement.
   2. The Executor guarantees during the provision of services to respect the rights of third parties, not to use open codes and other licensed products without prior Customer’s consent.
   3. The Executor guarantees that contracts with its employees, as well as the suppliers involved in the provision of Services, will contain a condition for each of them to assign the exclusive right to the result of their services, consent to use the result of their services without specifying their names, as well as consent to publish, modify, make changes, abbreviations, additions to the result of services. The consent is not limited by the term. The Executor is obliged to provide the Customer with the copies of supporting documents (contracts, agreements, etc.) within 5 (five) calendar days after receiving a written request from the Customer. The Executor guarantees that the payment of remuneration by the Customer under the Agreement will cover, among other things, all the fees of the authors and other persons involved in the provision of Services under this Agreement, and will not require additional payments from the Customer in the future.
   4. The Executor does not reserve the right to use the Deliverables and all intermediate versions of the Deliverables by any means or to grant the rights to use them to third parties.

 

7. Force majeure
   1. In case of occurrence of force majeure circumstances, that is, circumstances that arose and act independently of the will of the Parties and which the Party could not objectively foresee and prevent, if these circumstances prevent the proper performance by the Party its obligations under this Agreement, the term of performance by this Party of its obligations under this Agreement is extended for the duration of the force majeure circumstances, but not more than 3 months.
   2. Such circumstances include fires, natural disasters, military actions, the imposition of a state of emergency, acts of terror, riots, strikes (excluding strikes by employees of the Parties), changes in legislation (making the implementation of the Treaty impossible), officially recognized financial crises and other circumstances that arose after the conclusion of this Agreement that the Party could not prevent if such circumstances impede the proper fulfillment by the Parties of their obligations.
   3. A party that is not able to properly fulfill its obligations under this Agreement due to the circumstances of force majeure is obliged to notify the other Party in writing about the occurrence of these circumstances and the expected duration of their action within 30 calendar days from the date of their occurrence with proof of the existence of such circumstances (proof of the occurrence of force majeure is a certificate of the competent state authority). Otherwise, the non-performing Party shall lose the ability to refer to force majeure circumstances as grounds for exemption from liability for non-performance or improper performance of its obligations under this Agreement.
   4. If force majeure circumstances or their consequences are valid for more than 3 (three) months, the Parties, on the basis of mutual negotiations, may agree to terminate this Agreement.
   5. A Party does not have the right to refer to force majeure circumstances as grounds for exemption from liability if these circumstances occurred after the expiration of the relevant obligations under this Agreement (at the time of the delay in the performance of the Party of its obligations).

 

8. Non-Compete and Limitations
   1. For the duration of the Agreement and 2 years after its termination for whatever reason, Tangoo and/or its suppliers and/or collaborators undertake not to initiate, continue and/or make direct or indirect contacts and/or agreements even through companies directly or indirectly connected with Tangoo - with Clients of the Customer for purposes other than those envisaged in the Agreement.
   2. In order to avoid unintentional violation of the terms of clause 1.1 the Customer is obliged to inform Tangoo and the details of their Clients with whom Tangoo and its suppliers will contact and/or work in order to fulfill the responsibilities of the collaboration set in the Agreement between the parties. The information of the Clients of the Customer can be disclosed through electronic communication and/or through an addendum to this Agreement.

 

9. Personnel, collaborators and supplier of Tangoo, non-solicitation agreement and penalties
   1. In carrying out the activities provided in this Agreement, Tangoo will avail itself of the collaboration of its collaborators and/or supplies and/or other third parties contracted with Tangoo for any reason whatsoever.
   2. These employees and/or collaborators and or supplier shall work exclusively for and in the interests of Tangoo, without any relationship of dependence and/or hierarchical subordination to the Customer and without the same being able to make any claims or rights, of any type or nature, against the latter.
   3. For the entire duration of the Agreement and for 2 years following its termination for any reason whatsoever, the Customer undertakes not to initiate, continue and/or in any case make direct or indirect contacts and/or agreements - even through companies directly or indirectly connected with the Customer - with employees and/or collaborators and/or supplier contracted with Tangoo for any reason whatsoever, for the purpose of diverting and/or diverting and/or in any case removing such employees and/or collaborators e/o supplier from Tangoo.
   4. In the event of violation of the non-solicitation commitments pursuant to article 9.3. above, and in the absence of an express written derogatory agreement between the Parties, the Customer shall be obliged to pay Tangoo a penalty for each employee and/or collaborator and supplier diverted, reversed and/or in any case removed from Tangoo, whether an individual or a company, pursuant to article 1382 of the Italian Civil Code, amounting an amount equal to the remuneration received and/or to be received by the employee and/or collaborator and/or supplier in the first year of the relationship with the customer and/or equal to the remuneration received by the latter for the commissioned activity and/or service, without prejudice in any case to its obligation to pay compensation for greater damages. The Customer expressly declares that the penalty referred to in this article is reasonable in relation to the nature and importance of the Agreement, and that the same shall be due even in the absence of proof of damage.

 

10. Confidentiality
    1. The Parties agree to keep secret and consider confidential the terms of this Agreement, as well as all information designated by the disclosing Party in writing as “Confidential Information”, and not to disclose, distribute, make available to the public or otherwise provide such information to any third party without the prior written permission of the disclosing Party.
    2. Each of the Parties will take all necessary measures to protect Confidential Information with at least the same degree of care as it protects its own Confidential Information. Access to Confidential Information will be provided only to those employees of each of the Parties who reasonably need it to fulfill their obligations under the Agreement. Each of the Parties will oblige such employees to accept the same obligations regarding the use of Confidential Information that are imposed by this Agreement on the relevant Party.
    3. General Data Protection Regulation. The Parties acknowledge that the Confidential Information might contain “Personal Data” as such term is defined under article 4 of the EU General Data Protection Regulation (“GDPR”). Therefore, in accordance with article 32 of the GDPR, the Parties shall apply the measures to ensure the level of security appropriate to such Personal Data and will only retain such Personal Data no longer than the time necessary to fulfil its contractual obligations under this Agreement and in accordance with the applicable terms and conditions of the relevant laws and regulation in force.

 

11. Dispute Resolution
    1. The Parties seek to resolve disputes arising from this Agreement or in connection with it through negotiations, and if it is impossible to resolve the dispute in this way, the Parties are required to apply the claim procedure for dispute resolution. A party that considers its rights violated sends a written claim to the other Party stating the circumstances of the violation and demanding its elimination. The term of consideration of the claim is 30 (thirty) calendar days from the date of receipt by the addressee. If the parties fail to reach a mutual agreement, disputes shall be resolved in the Court of Milan. This Agreement is governed by Italian law.

 

12. Term of the Agreement - Withdrawal
    1. The Agreement shall commence from the date of its signature and shall cease to be effective on the date expressly indicated in the IO and/or in any case upon completion of the activities covered by the IO.
    2. Each of the Parties has the right to withdrawal from this Agreement unilaterally at any time and for any reason with a notice period of 30 (thirty) days, sent through email or registered letter with return receipt to the other Party.

 

13. Miscellaneous
    1. The invalidity of one of the clauses of the Agreement does not entail the invalidity of the entire Agreement. If any clause of the Agreement becomes invalid or illegal for any reason, the Parties must exclude such clause from this Agreement without changing the essence and subject of the Agreement.
    2. From the moment of conclusion of this Agreement, all previous negotiations and correspondence on issues related to this Agreement will cease to be valid.
    3. The Parties agree to use email to coordinate the process of fulfilling the Parties’ obligations under the Agreement and unconditionally recognize the legal force of the texts of documents received by email on a par with documents executed in simple written form on paper, provided that upon receipt of such documents it is possible to establish that they come from the party under the Agreement. Any documents that have been sent via email under this Agreement have full legal force and can be used as written evidence in court.
    4. The Parties recognize the legal force of documents signed using the EverSign and DocuSign services and any other services that allow signing documents using an electronic signature.
    5. The Party that will have changes in the details, or other changes that are relevant to this Agreement, as well as the Party that has ceased to exist, is obliged to notify the other Party in writing in a timely manner no later than 5 (five) business days from the date of such changes.
    6. All amendments and additions to this Agreement are valid only if they are made in writing and signed by authorized representatives of the Parties.
    7. The Parties guarantee that at the time of conclusion of this Agreement they are not bound by any circumstances that can in one way or another interfere with the full or partial fulfillment of obligations under this Agreement.
    8. Neither Party has the right to transfer its rights and/or obligations under this Agreement without the written consent of the other Party.
    9. The Parties have the right to disclose information about cooperation with each other. The Executor has the right to include a description of the Deliverables in its portfolio, without disclosing details, algorithms and solutions. If there are doubts about the scope of the disclosed information, the Executor is obliged to request the written consent of the Customer.