FACSIMILE OF THE ANNUAL TECHNICAL SUPPORT DOCUMENT
1. For the purposes of this Document, the terms set out below, and indicated with a capital letter, will have the following meaning, with the specification that terms defined in the singular also apply to the plural form and vice versa.
Customer: legal entity, identifiable as the subject recipient of the invoice issued by the supplier, which acquires the right to use one or more licenses or Commercial licenses and has access to hours of implementation, hours of engineering and related services related to the Annual Technical Support of the above software.
Unilab srl: legal entity, which interacts with the Customer, which provides Design Program, Selection Program, Customized Software, hours of New Implementation, or engineering services related to the Ordinary Assistance of such software, as a result of a specific fee agreed and paid preventively.
License of Use: the right granted by Unilab to a Customer to use a copy of the Design Program, the Selection Program or Customized Software to a single computer. User licenses, of any type shown here, are always related to the company brand or the brand agreed with the Customer. They can not be distributed under any circumstances to subsidiaries companies, affiliates or the like, unless expressly agreed in advance with Unilab srl by payment of an additional fee.
Parent/Mother Company: Customer that acquires a number of Commercial licenses for the purpose of distributing a selection tool business to selected users.
Annual Technical Support: A Document which, on payment of the annual fee, entitles the use of the Services of Assistance and Maintenance.
Contract of User Licence: Contract which, on payment of the due charge, permits, via an Activation Code, the use of the software installed.
Licence of Commercial Use: A licence which, on payment of the due charge, allows the software to be distributed outside the Parent Company.
Activation Code: Alphanumeric code supplied by Unilab following payment of the due charge which permits use of the program.
Documentation: Documents in paper and/or digital form relating to technical and/or commercial matters.
Design Program: Programs used by the Technical Office in the thermodynamic design of mechanisms and heat exchangers which are subject of the program.
Selection Program: Programs for the sales network which allow selection of the mechanisms which are subject of the software, intended to be used as an advanced electronic catalogue. The selection programs permit the selection, with relevant thermodynamic calculation of the units subject to the Contract, of certain components and/or accessories, the preparation of offers and the extrapolation of technical reports (print outs). The Selection Programs are subject to obligatory customization, details to be defined with the client during the initial phase of the present Contract.
Customized Software: Program implemented completely or in part according to the specific requests of the client during the program’s Development stage.
Customization: Obligatory for the Selection Programs and includes all modifications agreed in advance with the client during the initial phase of negotiations. Examples of customization are: graphic layout of the software and windows, change of fields and/or items present in the windows, insertion of extra windows which do not alter the logical flow of the functioning of the standard software, printing templates.
Standard Software: A Program produced in series and destined for general users. The standard programs function according to Unilab’s original specifications.
Major Release: Software update relating to the principle functioning of the calculations, improves the program, and adds new functions, available to all users who respect the terms of the Annual Technical Support.
Minor Release: Software update which does not involve the major aspects of the calculations, but corrects faults and errors and adds new functions, available to all users who meet the terms of the Annual Technical Support.
Software patch: Software update which does not involve the main functions of the calculations, but corrects faults and errors. The supply of software patches will take place via the sending of relevant setups or files.
Transfer of Licence: Refers to the transfer of use of the software from one computer to another within the same Parent Company. The Transfer of Licence may only be carried out under the guidance of Unilab technicians.
Stand Alone Activation: Unilab software may only be activated on Desktop devices, with one single licence for each single simultaneous user. Stand Alone activation does not permit the functioning of the Unilab program in virtual devices or operational server systems.
Activation on a Server: Unilab software is installed in a server which is specific to the Head Office. Its launch on a Server will allow the activation of the software user licence on an unlimited number of computers, all connected to the same Server network at the Head Office. The number of activations of the user licence must be expressly stipulated in the Contract.
12 Guaranteed Setup of Implementation: Setup of updates included in the Ordinary Assistance for Selection Programs as mentioned in Art. 5 of the present Contract.
New implementations/Procedures of New Implementation: All those features which are not present, at the moment of the request, in the software.
Setup of Implementation: Setup which is provided on the specific request of the client, the introduction of a new feature into the software.
Ordinary Assistance/Service of Assistance and Maintenance: Correction of bugs and minor errors, marginal modifications to the windows and prints. Unilab reserves the right to evaluate whether the modifications requested by the Client can be considered minor and, hence, covered by the Document of Annual Technical Support or if they should be considered as Procedures of New Implementation.
Extraordinary Assistance/Procedures of Extraordinary Assistance: Assistance provided as a result of mistakes or malfunctioning deriving from causes external to the Source Code, such as the use of DLL by third parties, antivirus installed on the computer on which the software is running, or non-adherence to the procedures recommended by Unilab.
Remote Assistance: Assistance provided by means of a remote internet connection, using free tools, which allow the secure sharing of the Client’s monitor with Unilab technicians.
Remote assistance allows Unilab technicians to analyse and understand the problem notified by the Client, and to intervene and/or resolve the same.
Remote connection is requested expressly by Unilab technicians only after an assessment of the notification of the problem sent by the Client to the email address: email@example.com
Source Code: Text of the program’s algorithm written in the designated programming language. This constitutes part of the executable software and is property of Unilab.
Random Notifications: Notifications of errors which are not re-producible by following the steps described by the user.
First Stipulation: first supply and/or installation of the software when the person requesting it has never been a Unilab client in the past or has terminated their previous Contract of User Licence for the Software.
Parent company logo for Design Programs: Insertion of the logo associated with the Parent Company who is the holder of the software’s Contract of User Licence.
Specific logos for Commercial Licences: Insertion, in the selection software for the distribution network, of logos different from that of the Parent Company; brands belonging permanently to the Parent Company and/or temporarily in the case of partnerships with different companies. The introduction of different logos will be agreed in the Contract, and will be at the discretion of Unilab, subject to specific negotiation.
SUBJECT OF THE CONTRACT
2. The present Contract deals with the services rendered by Unilab S.r.l. (henceforth referred to as ‘Unilab’) towards the Client of the program’s Assistance and Maintenance Service, subject to the relative payment, as set out in article 17.
3. The Service of Assistance and Maintenance is reserved exclusively for Clients who are signatories of a regular licence of use for the program.
4. For the Design Programs, the Service of Assistance and Maintenance subject of this Contract, includes:
a) Service of updates via internet, including the download of the latest available Minor Releases;
b) Software Patch;
c) Remote Assistance via internet;
d) support, via remote connection, for Transfer of Licence from one personal computer to another personal computer owned by the same Client;
e) correction of notified errors.
5. For the Selection Programs, in addition to the services described in art. 4, the Service of Assistance and Maintenance also includes 12 Guaranteed Setup of Implementation.
The release of a new setup for the correction of errors and malfunctions included in Ordinary Assistance as mentioned in the present Contract, is excluded from the number 12 Guaranteed Setup Implementations of the present article.
6. The present contract does not include:
a) Extraordinary Assistance;
b) New Implementations of the program;
c) Training on the software (how to use).
For the carrying out of Interventions of New Implementation and for the resolution of problems included in Extraordinary Assistance, Unilab reserves the right to send an estimate according to the procedures mentioned in art. 20,21,22,23 and 24 of the present contract.
7. Should, following the installation or update of the program, errors be found during its running, the Client is obliged to communicate them to Unilab immediately.
Unilab is not obliged to resolve Random Indications which are generic and/or not accompanied by the information described in the following article 8.
8. In the notification mentioned in art. 7 the following information must be provided:
a) user type (administrator/user);
b) name of program, edition, version, build;
c) screenshots showing the problem;
d) detailed description of the procedures following which the problem first manifested.
9. Should errors or defects be found in the execution of the program which cannot be corrected via an update, and due to which the copy of the software is irreversibly damaged, Unilab undertakes to provide an updated setup of the program in accordance with the procedures agreed with the Client.
The client may save the updated setup mentioned in the previous paragraph inside a physical device (disk – pen drive) in order to save a Backup copy of the program.
10. Except as set out in article 5, the Services of Assistance and Maintenance described in the present Contract are provided according to the evolution of the program which Unilab will decide to implement at its own discretion, as well as in accordance with the notifications received from the Client, without any obligation regarding periodicity, timescales, method or number of interventions to be carried out.
11. The Services of Assistance and Maintenance will be provided using the methods that Unilab considers most suitable on an individual basis. To cite as a general example, which is merely indicative and not exhaustive: the sending of the Software Patch which the Client must install into the program, in other words new versions of the program will substitute the previous one.
12. Unless otherwise indicated by Unilab, the Client is obliged to update the program by installing the updates and scrupulously following all instructions
received from Unilab. Otherwise Unilab can not guarantee the correct functioning of the program.
Should, as a result of the non-observance on the part of the Client of the obligations mentioned in the previous paragraph of this article, errors in the execution of the program be found, their resolution will be carried out according to the procedures described in art. 20, 21, 22, 23 and 24.
13. With no prejudice to mandatory limits according to the law, Unilab will not in any circumstance be held responsible for damage of any kind or nature that the Client or third parties may suffer due to the use of the program, or in other words due to the omission of use or the defective functioning of the same, including, in a purely indicative sense, any losses, alterations, modifications of data and/or damage to hardware on which the program is installed or to other programs designed to operate contemporarily with the program.
14. Unilab will not under any circumstance be responsible for loss of profits, loss of productivity, general costs, missed payments, loss of earnings by the Client or by third parties in any way connected to the use of the program and, in any case, for any form of cessation of profits, or indirect or consequential damage suffered by the Client or by third parties.
PAYMENT AND DURATION OF THE DOCUMENT OF ANNUAL TECHNICAL SUPPORT
15. All fees are intended, unless otherwise stated, net of VAT and inclusive of all other duties, taxes and due payments of any type, present and future, pertinent in any way to the Contract.
16. The duration of the Annual Technical Support coincides with the duration of the calendar year (1st January-31st December).
17. The fee for the Services of Assistance and Maintenance consists of an annual charge calculated according to the price list in force at the time of subscription or renewal of the Document, or according to agreed terms.
18. In the case of First Stipulation of the Document of Annual Technical Support taking place when the calendar year is already underway, the fee will be agreed taking into account the number of months remaining until its expected expiry. In this case the Document will be automatically renewed as from the 1st January of the calendar year following that of the First Stipulation, according to the procedures outlined in art. 34.
19. The payment of the fee for the Annual Technical Support must take place in the manner and by the date indicated on the invoice or on the pro forma invoice issued by Unilab following the signing or the automatic renewal of the Technical Support.
SERVICES OF EXTRAORDINARY ASSISTANCE AND INTERVENTIONS OF NEW IMPLEMENTATION
20. In order to allow the resolution of errors or malfunctions included in Extraordinary Assistance it will be the Client’s responsibility to compile a notification including the following information:
a) user type (administrator/user)
b) name of Program, edition, version, build;
c) screenshots showing the problem;
d) detailed description of the procedures following which the problem manifested.
21. Unilab undertakes to carry out Interventions of Extraordinary Assistance with the due diligence expected in this sector and does not provide any guarantee as to the results of such interventions.
22. Fee for Services of Extraordinary Assistance and for the Interventions of New Implementation requested by the Client, is calculated according to the hourly tariff in force at the time of the request of the intervention.
Should, the carrying out of the New Implementations or the execution of the Interventions of Extraordinary Assistance requested by the Client require an intervention in loco by Unilab personnel, the payment due will be calculated according to the terms of reimbursement of expenses in force at the moment the intervention was requested.
23. The amount payable for the Interventions of Extraordinary Assistance and for the Interventions of New Implementation is determined according to the estimate sent by Unilab to the Client, where an approximate number of hours needed for the carrying out of the intervention or for the execution of the New Implementations is indicated, and the cost of which will be calculated according to the terms outlined in art. 22.
Following the acceptance of this estimate Unilab will proceed with the issue of an invoice or a pro forma invoice.
24. Interventions of Extraordinary Assistance and Interventions of New Implementation will be carried out only after payment of the invoice or of the pro forma invoice as described in art. 23.
SERVICES OF ASSISTANCE AND MAINTENANCE FOR COMMERCIAL LICENCES
25. In the Commercial Licences of Use the Services of Assistance and Maintenance are supplied only and exclusively to the Parent Company which signed the present Contract and not to the end user.
26. If the end user should wish to contact Unilab directly in order to resolve problems, the fee for this intervention will be calculated according to the procedures described in art. 20, 21, 22, 23 and 24.
27. In the case of missed payment of the annual charge, the Services of Assistance and Maintenance to the End Users will also be suspended as from the fifteenth calendar day the date following the date indicated for payment in the invoice or pro forma invoice.
28. Unilab’s right to the annual charge within a certain amount of time arises simply from the stipulations of the Contract and is not conditioned, in all or in part, by the carrying out of a minimum number of Services of Maintenance, nor by the actual installation of all the updates, modules and corrections of the program provided to the Client under the terms of the contract.
29. In case of missed payment of the annual charge, the Service of Assistance and Maintenance will be suspended with effect from the fifteenth calendar day following the date for payment indicated in the invoice or pro forma invoice.
30. In the case of missed payment of the annual charge for a period of less than a year from the date for payment indicated in the invoice or pro forma invoice, in order to be able to use the Service of Assistance and Maintenance again, the Client must pay the full amount due for the entire year regardless of the date when payment takes place.
31. In the case of missed payment of the annual charge for a period exceeding one year from the date for payment indicated in the invoice or in the pro-forma invoice, the Client, in order to be able to benefit once more from the Services of Assistance and Maintenance, in addition to the amount due for the present year, is obliged to pay the amount due for the previous charges, with a surcharge of 25%.
32. In the case of missed payment of the charge for a period in excess of three years from the date for payment indicated in the invoice or pro forma invoice, the Client must regularize his position according to the procedures described in art. 33, only and exclusively if during that period of time a new version of the program has not been released, otherwise the present Document will automatically be considered terminated and, in order to be able to use the new version of the program, the Client must stipulate a new Contract of Software Licence and a new Document of Annual Technical Support.
33. In case of missed payment of the charge for three consecutive years from the date for payment indicated in the invoice or pro forma invoice, should a new version of the program not have been released, in order to be able to use the Services of Assistance and Maintenance again, the Client, in addition to the amount due for the current year, is also obliged to pay the amount due for the previous charges, plus a surcharge of 35%.
RENEWAL AND TERMINATION
34. Unless the faculty mentioned in art. 36 is exercised, the Document of Annual Technical Support will be automatically renewed on 1st January of the successive calendar year at the prices and under the conditions in force at the moment of renewal.
35. In the case of variations in prices or modications to the general conditions of the Contract, Unilab will endeavour to inform the Client by the 1st September of the calendar year in progress.
The afore-mentioned modifications will be applied from 1st January of the calendar year successive to that of the notification.
36. The client has the right to withdraw from the present Document by giving written notification sent by registered post or certified electronic mail to be sent within 90 calendar days before the expiry of the Document. In the case that notification does not arrive within the period of 90 calendar days from the expiry date of the Document, the Document will be automatically renewed according to the procedures outlined in art. 34.
37. Withdrawal from the Document of Annual Technical Support results in the termination of the Services of Assistance and Maintenance described in the present Contract.
38. The Client may not transfer the present contract to third parties, in such a case the contract will be terminated immediately.
In the case of a general cessation or leasing of the company or of a branch of it, the Client may not transfer the present Contract without the express written consent of Unilab.
39. In the case that notification of the cessation or leasing of the company or a branch of the same is not provided, Unilab reserves the right to terminate the present Document.
40. Should any dispute relating to this Contract arise between the parties it will be dealt with exclusively by the Court of Padua (Italy).