TRADE CONDITIONS

Trade Conditions (App. A) Rev. 28th Dec. 2017

1 DEFINITIONS
1. For the purposes of the present contract, the terms set out below, indicated with a capital letter, will have the following meaning, with the specification that all singular definitions also refer 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 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: Document which, on payment of the annual charge, entitles use of the Services of Assistance and Maintenance.
Contract of Licence of Use: Contract which, on payment of the charge due, allows use, by means of an Activation Code, of the program installed. Each Licence Code allows the activation of one copy of the program.
Licence of Commercial Use: A licence which, on payment of the due charge, allows the option of distributing the software outside the Parent Company.
Activation Code: Alphanumeric code supplied by Unilab following payment of the fee due which permits use of the program.
Documentation: Documents in paper and/or digital form relating to technical and/or commercial matters.
Design Program: Program used by the Technical Department in the thermodynamic design of machines and heat-exchangers which are the 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 (printouts). The Selection Programs are subject to obligatory customization, details of which 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 Developmental 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: graphic layout of the software and windows, insertion of extra fields in the windows, changes to fields and/or items present in the windows, insertion of extra windows which does not alter the logical flow of work 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 calculation functions, 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 calculation functions, but corrects faults and errors. The supply of software patches takes 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 server operated systems.
Activation on a Server: Unilab software is installed on a specific server at 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.
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 should be considered minor and therefore covered by the 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 errors 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: customercare@unilab.eu
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 reproducible 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 Licence of use.
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 business 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 PROPOSAL
2. The present proposal of a Contract of Licence of Use, includes the concession, on payment of the due fee, of a licence of use which is not exclusive nor duplicable, for the Design and/or Selection Programs of Unilab s.r.l. (henceforth Unilab).
3. The Contract of Licence of Use will be finalised when the present proposal of contract is signed by the Client.
4. The present Contract of Licence of use does not include the Services of Technical Support or consultation regarding the program, which are regulated by the separate Document of Annual Technical Support attached to the present Contract of Licence of use.
COPYRIGHT
5. With the present contract, the Client acquires only the non-exclusive and non-transferable, within the limits of the present licence, of the program and of the accompanying documentation. The program remains the property of Unilab and is protected by copyright laws, by the provisions of international treaties and by all other applicable national laws.
6. Unilab is the owner of all rights relating to the program. The Client undertakes not to alter or copy the program’s Source Code and not to carry out operations of translation, modification, or transformation of the same with the purpose of enabling the software to work in conjunction with other programs without first notifying Unilab by registered post or certified electronic mail.
7. Unilab is the owner of all brands, symbols and names inserted or displayed in the Documentation of the program or on its own web pages. The Client undertakes not to destroy, alter, move or hide in any way the names, brands, or symbols of Unilab inserted inside the program and in the relating Documentation.
8. In the case of concession of a Licence of Commercial use, with the exceptions outlined in art.7, the Client and his distributors may display their own personal brand next to that of Unilab providing that this placing of the logos follows written communication and Unilab is notified of it in advance at the moment of acceptance of the offer. In any case the Unilab logo may not under any circumstance be masked.
9. Should, for promotional purposes, the Client utilise images of Unilab programs or product logos, they must notify Unilab. In any case, the Client undertakes not to in any way destroy, alter, move or hide the names, brands and symbols of Unilab in the promotional material.
10. The Client may not concede the present contract to third parties.
In the case of a general cessation of business or the leasing of the company or of a branch of it, the Client may not concede the present contract without the express written consent of Unilab.
In the case of absence of notification to Unilab of the cessation or leasing of the company or of a branch of it, Unilab reserves the right to take legal action in order to protect its interests.
11. The Transfer of the Licence from one pc to another may be carried out only on specific request and exclusively by Unilab personnel.
The procedure of Transfer of Licence is considered an intervention of Ordinary Assistance and is, therefore, covered by the Document of Annual Technical Support attached to the present contract.

GUARANTEE AND LIMITATIONS OF RESPONSABILITY
12. Unilab guarantees that the program will function as indicated in the specifications included in the Documentation. Should the program present malfunctions or errors, their resolution will be covered by the separate Document of Annual Technical Support attached to the present Contract of Licence of use.
13. Unilab, in any case, does not guarantee that the program:
a) may be used on hardware different from that indicated in the Documentation
b) is immune from and able to identify computer viruses.
c) is able to carry out operations which are different or additional compared to those expressly indicated in the specifications in the Documentation.
14. Without 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.
15. Unilab will not under any circumstance be liable 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 kind of cessation of profits, or indirect or consequential damage suffered by the Client or by third parties.

DESIGN PROGRAMS
16. For Design Programs, following the acceptance of the present contract proposal, Unilab will undertake, to provide the Client with:
a) the definitive setup of the program, by sending a link for the download;
b) the Documentation relating to the program;
c) operating manuals for the installation and configuration and the use of the software in English;
d) the Licence Code which permits use of the Program.
From that date the program will be considered delivered.
17. The Setup of the Design Program will be made available to the Client within the timescale agreed at the signing of the present contract.

SELECTION PROGRAMS
18. For the Selection Programs, following the acceptance of the present proposal of contract, Unilab will begin, with the cooperation of the Client, the developmental phase of the program.
19. The Client is obliged to cooperate with Unilab by supplying the information that Unilab considers helpful in the successful development of the program, both at the moment of acceptance of the proposal and during the developmental phase of the same, within the times and according to procedures indicated by Unilab.
20. In the case that the obligation described in art. 19 is not respected, Unilab will not in any way be held liable for any kind of delay in the development or in the release of the definitive version of the program.
21. For the Selection Programs, during the developmental phase of the program Unilab undertakes to provide the Client with the beta versions of the same, in such a way as to allow verification that it conforms to the specifications.
22. Should, during the developmental phase of the Selection Program, errors and/or faults be revealed during tests, the Client is obliged to notify Unilab of them promptly, according to the procedures described in art. 23. Unilab undertakes to eliminate the defects found in the program during the developmental phase.
23. With the purpose of resolving any errors or malfunctions found in the beta versions of the Selection Program, the Client will be obliged to send a notification containing 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.
24. Except in the case of different terms being agreed between the parties, should no problems be notified according to the procedures described in art. 23 within 8 calendar days of delivery of the beta version, the development of the program will be based on that beta, which will be assumed to have been accepted.
25. For the Selection Programs, once the developmental phase of the Program is complete, Unilab will provide the Client with:
a) the definitive setup of the program, by sending the link for the download;
b) the Documentation relating to the program;
c) operating manuals for the installation, configuration and use of the software in English;
d) the Licence Code which permits use of the Program.
From that date onwards the program is considered delivered.

TRIAL VERSIONS
26. Should the purchase of the Trial version of the program be intended, following acceptance of the proposal of contract, Unilab undertakes to provide the Client with:
a) the setup of the trial version of the program, by sending the link for the download;
b) the operating manuals for the installation, configuration and use of the software in English;
c) a Licence Code valid for 5 working days.
27. The Licence Code described in art. 26, lett. (C) will only be supplied on payment of the charge due as indicated in the invoice or pro forma invoice issued by Unilab following acceptance of the proposal.
28. On termination of the trial period, the Licence Code described in art. 26 lett. (C) will be disactivated.

OLD PEN DRIVE DEVICES
29. Should, in old pen drives released by Unilab for activation of the software up until 31st December 2015, errors or defects in the running of the program be found, or in the case that these pen drives are found to be irreparably damaged, Unilab undertakes to supply the Client with a new method for activation of the program promptly.
30. In case of loss of the old pen drive devices for activation of the program, the release of a new Licence Code is exclusively on condition that the Client presents a copy of the official declaration of its loss from the relevant authorities.
In order to obtain the release of a new Licence Code for the program, the Client must send by registered post/certified electronic post a copy of the declaration of the loss on headed paper date stamped by the relevant authorities.

FEES
31. All fees are to be considered, unless otherwise indicated, net of VAT and inclusive of all other duties, taxes and charges of any nature, present and future, covered in any way by this Contract.
32. The payment of the fee for the Contract of Licence of use must take place according to the procedures and by the date indicated in the invoice or in the pro forma invoice issued by Unilab following signing of the contract.
33. In the case of missed payment of the fee the Licence Code of the program will not be supplied.

WITHDDRAWAL FROM CONTRACT
34. Withdrawal from this Contract will result in the cancellation of the supply of all products and services mentioned in the proposal. Notice of withdrawal must be communicated in writing and signed by both parties and withdrawal may not be unilateral. The client must provide written details of the reason for withdrawal. Withdrawal from the Contract will result in liability for a charge equivalent to 40% of the amount indicated in the proposed contract. Failure to pay this charge will lead to legal action between the parties, to be settled under exclusive jurisdiction of the courts of Padua.

PERSON OF REFERENCE
35. In order to facilitate communication with the Client during the various phases of development of the program, the Client is obliged to nominate a person of reference.
36. Should a new reference person be nominated during the developmental phases of the program, in order to avoid delays in development, the Client is obliged to instruct the reference person regarding the program.
Unilab will not be held responsible in any way for delays in the development of the program caused by the non-nomination of a reference person.

COMPETENT COURT
37. Should any dispute relating to this contract arise between the parties it will be dealt with exclusively by the Court of Padua.