Trade Conditions & ASLS Subscription

1. DEFINITIONS

1. For 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, located in a certain geographical area, identifiable as the subject recipient of the invoice issued by the supplier, which acquires one or more Licenses of Use or Commercial licenses and has access to implementation, engineering, and all technical provisions related to the License Subscription of the above Software.
Unilab Srl: legal entity, which interacts with the Customer, and provides Design Software, Selection Software, Customized Software, New Implementations related to the Ordinary Operation of such software, as a result of a specific fee agreed upon and paid preventively.
Nature of the software provided:The supplied product is intended solely for civilian use. Any use of the software for military purposes or in violation of applicable laws is strictly prohibited. Violation of these provisions may result in the immediate revocation of the license and the pursuit of additional legal measures.
License of Use: The right granted by Unilab to a Customer to use a copy of the Design Software, the Selection Software, or Customized Software on a single, designated computer. All user licenses—regardless of type—are strictly tied to the specific company brand and to the geographical area to which the invoice was issued. Licenses are non-transferable and may not be floated, shared, or used across different countries, branches, or offices, even within the same company. Under no circumstances may licenses be distributed, sublicensed, or made available to subsidiary companies, affiliates, or similar entities, unless expressly authorized in writing by Unilab Srl and subject to the payment of an additional fee. Violation of these provisions may result in the immediate revocation of the license and the pursuit of additional legal measures.
Parent/Mother Company: Customer that acquires a License of Use and/or a number of Commercial licenses to distribute the software to selected End-Users.
Annual Software License Subscription (ASLS): Document which entitles the right to use the Software and all related routine operational tasks is granted upon payment of an annual fee for the Annual Software License Subscription (ASLS). Failure to renew the ASLS fee by the 31st of December of each calendar year shall result in the suspension of the right to use the Software and all associated routine operational tasks until such time as the subscription is renewed. Unilab reserves the right to suspend or terminate the use of any of its Software or any related technical functions at its sole discretion, in the event of non-renewal of the ASLS.
Contract of License of Use: Contract which, on payment of the charge due, allows use, using an Activation Code, of the software installed. Each Activation Code allows the activation of one copy of the software.
Commercial License: A license that grants the Parent/Mother Company the right to distribute the software to its clients, limited to the number of commercial licenses acquired, upon payment of the applicable fee.
Activation Code: An alphanumeric code provided by Unilab upon receipt of the required payment, which grants access to the use of the software.
Update Code: An alphanumeric code provided by Unilab upon receipt of the required payment, which enables the user to update the software.
Documentation: Any and all documents, whether in physical or digital form, relating to technical, commercial, or other matters pertaining to the Software, including but not limited to manuals, specifications, guides, and related materials.
Design Software: Software used by the Technical Department in the thermodynamic design of units and heat exchangers which are the subject of the software.
Selection Software: : Software for the sales network which allows the selection of the units which are subject to the software, intended to be used as an advanced electronic catalog. The Selection Software allows the selection, with a 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). Selection Software is subject to a written detailed definition before the order.
Desktop Software: Desktop software is an application running locally on a Desktop computer or laptop. Unilab Desktop Software is uniquely developed for Windows Operating System, and unless explicitly stated otherwise, always requires admin rights to be installed and launched.
Online Software: Online Software (also referred to as Web-Based, or Cloud Based Software) is a web application that runs on the internet and requires a Web-Browser and internet connection.
Customized Software: Software implemented completely or in part according to the customer’s specific requests during the software’s Developmental stage. This software can either be Desktop Software or Online Software.
Customization: includes all modifications agreed upon in advance with the Customer during the initial phase of negotiation. Examples of customization: thermodynamic calculation formulas, selection logics, association rules, custom graphic layout of software and windows, insertion of extra fields in the windows, changes to fields and/or items in the windows, insertion of extra features which do not alter the logical flow of work of the standard software, printing templates.
Standard Software: Unchangeable software produced in series that is designed and works according to Unilab’s original specifications. This software can either be a Desktop Software or an Online Software. Unilab retains the sole and final discretion to determine whether any requested modifications or edits to the features of this software will be accepted, implemented, or declined, regardless of the nature or source of the request.
Major Release: An update to the Software that relates to the core functionality of the calculations, improves the Software, and introduces new features, made available to all users who are in compliance with the terms of the Annual Software License Subscription and have paid the Annual Software License Subscription fee.
Minor Release: A Software update that does not affect the major calculation functions but addresses faults, corrects errors, and introduces new features. It is made available to all users who are in compliance with the terms of the Annual Software License Subscription and have paid the Annual Software License Subscription fee.
Software patch: Software update which does not involve the main calculation functions, but corrects faults and malfunctions. The supply of software patches takes place via sending relevant setups or files.
Transfer of License: Transfer of the License of Use from one computer to another within the Parent Company. The Transfer of License of Use may be carried out under the guidance of Unilab.
Stand Alone Activation: Unilab software may only be activated on Desktop devices, with one license for every simultaneous User. Stand Alone activation does not allow the functioning of the Unilab software in virtual devices or server operating systems.In any case, Unilab software is not designed for use on virtual devices or server operating systems, and Unilab strongly advises against installing or using the software in such environments. Any issues arising from installation on virtual devices or server operating systems are not covered by the Annual Software License Subscription.
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 License of Use of the software on an unlimited number of computers, all connected to the same Server network at the Head Office. The number of activations of the License of Use must be expressly stipulated in the Contract. In any case, Unilab software is not designed for use on virtual devices or server operating systems, and Unilab strongly advises against installing or using the software in such environments. Any issues arising from installation on virtual devices or server operating systems are not covered by the Annual Software License Subscription.
New implementations/Procedures of New Implementation: Any features not currently included in the software at the time of the request, which require analysis, development, and potential modification of the software.
Setup of Implementation: The configuration or setup provided at the specific request of the customer, involving the introduction of a new feature into the software. Such setup shall be subject to an additional charge.
Commercial Setup: Setup, requested by Customer for his End-Users (Agents, Distributors). Customer makes some changes in the database (price, new unit, others) of the software and requires Unilab to prepare a Commercial Setup to make the changes available for his End-Users.
Ordinary routine operational software tasks: Correction of bugs, marginal modifications to the windows, and prints. Unilab reserves the right to evaluate whether the modifications requested by the Customer should be considered minor and therefore covered by the Annual Software License Subscription fee, or if they should be considered as Procedures of New Implementation.
Extraordinary software tasks: Activities provided as a result of 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 Connections: Help is provided by Unilab using a remote internet connection, using trusted  3^rd party remote desktop software solutions, which allow the secure sharing of the Customer’s monitor with Unilab.
Remote connection allows Unilab to analyze and understand the problem notified by the Customer, and to intervene and/or resolve the same. Remote connection is requested expressly by Unilab only after an assessment of the notification of the problem sent by the Customer to the Customer Service Portal.
Source Code: The written text of the software’s algorithms, encoded in the designated programming language. This constitutes an integral part of the executable software and remains the exclusive property of Unilab.
Random Notifications: Notifications of errors that cannot be consistently reproduced by following the steps provided by the user.
First Stipulation: first supply and/or installation of the software when the Company requesting it has never been a Unilab Customer in the past or has terminated their previous Contract of the License of Use of the Software.
Parent company logo for Design Software: Insertion of the logo associated with the Parent Company which is the holder of the software’s Contract of License of Use. 
Specific logos for Commercial Licenses: The inclusion of logos other than that of the Parent Company in the Selection Software distributed to its Agents or Distributors, representing brands permanently owned by the Parent Company and/or temporarily for business partnerships with third-party companies. The introduction of such logos shall be subject to prior agreement in the Contract and will be at the sole discretion of Unilab, subject to specific negotiation.
Virtual Machine: During the developmental phase of Desktop Software, Unilab provides the Customer with a Virtual Machine, which the Customer can access to check the software and validate. When the project is closed, a first setup is provided, and the Virtual Machine is closed.
Development Server: During the developmental phase of Customized Software which is web-based (Online Software), Unilab sets up a development server, which the Customer can access to check the software and validate. When the project is closed, the Online Software is transferred to the Production Server, and the Development Server is closed.
Production Server: A server set up by the Customer’s IT Department. It is the Customer’s responsibility to provide it prepared at the time of final delivery. Transfer to a Production Server is reserved only for Customized Software which is web-based, not for Unilab Standard Online Software.

SUBJECT: CONTRACT OF LICENSE OF USE

1. For the present document, please refer to the above definitions contained in the “1 DEFINITIONS” paragraph.
2. The present Contract of License of Use, includes the concession, on payment of the due fee, of a License of Use that is not exclusive nor duplicable, for the Design and/or Selection Software of Unilab s.r.l. (henceforth Unilab).
3. The Contract of License of Use will be finalized when the present proposal of Contract is signed by the Customer.
4. The present Contract of License of Use does not include the Annual Software License Subscription or consultations regarding the software, which are regulated as described in the paragraph “Annual Software License Subscription” of the current Document.

COPYRIGHT

5. With the present Contract, the Customer acquires only the non-exclusive and non-transferable license of use of the software, within the limits of the present license, and the accompanying Documentation. The software remains the property of Unilab and is protected by copyright laws, the provisions of international treaties, and all other applicable national laws.

6. Unilab is the owner of all rights related to the software. The Customer undertakes not to alter or copy the software’s Source Code and not to carry out operations of translation, modification, or transformation of the same to enable the software to work in conjunction with other software 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 software or on its web pages. The Customer undertakes not to destroy, alter, move or hide in any way the names, brands, or symbols of Unilab inserted inside the software and in the related Documentation.

8. In case of concession of a License of Commercial Use, with the exceptions outlined in art.7, the Customer and his distributors may display their brand next to that of Unilab providing that this placing of the logos follows written communication and Unilab 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 Customer utilizes images of Unilab software or product logos, they must notify Unilab. In any case, the Customer undertakes not to in any way destroy, alter, move, or hide the names, brands, and symbols of Unilab in the promotional material.

10. The Customer may not concede the present Contract to third parties. 
In case of a general cessation of business or the leasing of the company or a branch of it, the Customer may not concede the present Contract without the express written consent of Unilab.
In case of absence of notification to Unilab of the cessation or leasing of the company or a branch of it, Unilab reserves the right to take legal action to protect its interests

11. The Transfer of the License from one PC to another may be carried out on specific request and under Unilab’s guidance. 
The procedure of License Transfer is considered an Ordinary routine operational software task and is, therefore, regulated as described in the paragraph “Annual Software License Subscription” of the current Document.

GUARANTEE AND LIMITATIONS OF RESPONSIBILITY

12. Unilab guarantees that the software will function as indicated in the specifications included in the Documentation. Should the software present malfunctions, their resolution will be regulated as described in the paragraph “Annual Software License Subscription” of the current Document. All Unilab software requires administrator rights to run. Administrator rights are a mandatory prerequisite for the proper and correct functioning of all Unilab software.
13. Unilab, in any case, does not guarantee that the software:
    a) may be used on hardware different from that indicated in the Documentation
    b) is immune from and able to identify computer viruses.
    c) can carry out operations that are different or additional compared to those expressly indicated in the specifications in the Documentation.
    d) may run properly without administrator rights.
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 Customer or third parties may suffer due to the use of the software, 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 software is installed or to other software designed to operate contemporarily with the software.

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 Customer or by third parties in any way connected to the use of the software, and in any case, for any kind of cessation of profits, or indirect or consequential damage suffered by the Customer or by third parties.

DESIGN SOFTWARE

16. For Design Software, following the acceptance of the present Contract, Unilab will undertake, to provide the Customer with:
    a) the definitive setup of the software, by sending a link for the download;
    b) the Documentation relating to the software;
    c) operating manuals for the installation, configuration and use of the software in English, or equivalent video tutorials or quick guides available; In both Standard and Custom software, whether Design or Selection, if a feature is developed ad hoc with Unilab’s prior analysis and authorization, Unilab shall not be obligated to provide written documentation or manuals for such feature, but may provide a remote explanation of its functionality.
    d) the License Code which allows the use of the Software, and the Update Code allowing to update it.
    From that date, the software will be considered delivered.
17. The Setup of the Design Software will be made available to the Customer within the timescale agreed upon at the signing of the present Contract.

SELECTION SOFTWARE

18. For the Selection Software, following the acceptance of the present Contract, Unilab will begin, with the cooperation of the Customer, the developmental phase of the software.
19. The Customer is obliged to cooperate with Unilab by supplying the information that Unilab considers helpful in the successful development of the software, both at the moment of acceptance of the Contract and during the developmental phase of the same, within the times and according to procedures indicated by Unilab.
20. In case the obligation is 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 the release of the definitive version of the software.
21. For the Selection Software, during the developmental phase of the software Unilab undertakes to provide the Customer with the first setup (or a virtual machine, or a development server) of the same, in such a way as to allow verification that it conforms to the specifications. 
* In case of a tailor-made solution is requested, the Customer is obliged to provide detailed specifications indicating step by step how the software must be built from a graphic and thermodynamic point of view, providing calculation formulas, selection logic, association rules, and every data should be required by Unilab for the development of the project. Graphic and thermodynamic specifications are under the Customer’s complete responsibility, and, before being submitted to Unilab by the required deadline, must mandatorily be agreed upon within the Customer’s Marketing, R&D, and Management departments. 
22. Should, during the developmental phase of the Selection Software, errors and/or faults be revealed during tests, the Customer 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 software during the developmental phase.
23. To resolve any malfunctions found during the developmental phase of the Selection Software, the Customer will be obliged to send a notification containing the following information:
       a) user type (administrator/user)
       b) name of Software, edition, version, build;
       c) screenshots showing the problem;
       d) detailed description of the procedures following which the problem manifested.
24. Except for different terms being agreed between the parties, should no problems be notified according to the procedures described in art. 23 within 8 calendar days from the last delivery of software setup, the development of the software will be based on the above-mentioned last setup delivered, which will be assumed to have been accepted.
* For Customers with payment terms “payment on delivery”, Unilab always means payment must be performed at the delivery of the first setup provided.
25. For the Selection Software, once the developmental phase of the Software is complete, Unilab will provide the Customer with:
       a) tthe definitive setup of the software, by sending the link for the download;
       b) the Documentation relating to the software; In both Standard and Custom software, whether Design or Selection, if a feature is developed ad hoc with Unilab’s prior analysis and authorization, Unilab shall not be obligated to provide written documentation or manuals for such feature, but may provide a remote explanation of its functionality.
       c) operating manuals for the installation, configuration, and use of the software (if any) in English;
       d) tthe Activation Code which permits the use of the Software.
From that date onwards the software is considered delivered.

RENTAL VERSIONS

26. Should the purchase of the Rental Version of the software be intended, following acceptance of the Contract, Unilab undertakes to provide the Customer with:
      a) the setup of the software, by sending the link for the download;
      b) the operating manuals for the installation, configuration, and use of the software (if any) in English, or equivalent video tutorials and quick guides available; 
      c) The Activation Code, valid for 5 working days or the timeframe agreed with the Customer.
27. The Activation 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 Contract.
28. On termination of the Rental period, the Activation Code described in art. 26 lett. (C) will be deactivated.

OLD PEN DRIVE DEVICES

29. Should, in old pen drives released by Unilab for activation of the software up until 31^st December 2015,  malfunctions in the running of the software be found, or in the case that these pen drives are found to be irreparably damaged, Unilab undertakes to supply the Customer with a new method for activation of the software promptly. The activity is valid only for Customers under a regular Annual Software License Subscription.
30. In case of loss of the old pen drive devices for activation of the software, the release of a new Activation Code is exclusively on condition that the Customer presents a copy of the official declaration of its loss from the relevant authorities. To obtain the release of a new Activation Code for the software, the Customer must send by registered post/certified electronic post a copy of the declaration of the loss on the headed paper date stamped by the relevant authorities. The work is valid only for Customers under a regular Annual Software License Subscription.

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 License of Use must take place according to the procedures and by the date indicated in the invoice or the pro forma invoice issued by Unilab following the signing of the Contract.
33. In case of missed payment of the fee, the Activation Code of the software will not be supplied.

WITHDRAWAL FROM CONTRACT

34. Withdrawal from this Contract will result in the cancellation of the supply of all products and activities mentioned in the Contract. Notice of withdrawal must be communicated in writing and signed by both parties and withdrawal may not be unilateral. The Customer 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 the exclusive jurisdiction of the courts of Padua.

PERSON OF REFERENCE

35. To facilitate communication with the Customer during the various phases of the development of the software, the Customer is obliged to nominate a person of reference.

36. Should a new reference person be nominated during the developmental phases of the software, to avoid delays in development, the Customer is obliged to instruct the reference person regarding the software. Any request for training/ guidance in using the software for the new reference person will be subject to quotation.
    Unilab will not be held responsible in any way for delays in the development of the software caused by the non-nomination of a reference person or by the nomination of a new 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 (Italy).

SUBJECT: ANNUAL SOFTWARE LICENSE SUBSCRIPTION (ASLS)

UNILAB is constantly committed to guaranteeing its Customers the maximum added value through the use of Unilab software. News and updates to the latest versions of the fluid libraries, the latest refrigerants available, and new archive components, are just some of the many updates that Unilab has recently released, available to all users simply by clicking on the update icon. The ASLS guarantees the Customer to always use the software updated and to the best of its potential. This is made possible by Unilab thanks to the release of updates during the year, correction of any bugs, and, only for customized software, the release of 12 annual upgrade setups on Customer input. ASLS is required for the use of the software. The Subscription entitles you to all updates during the year (minor & major releases), installation support, and access to available Unilab instructional booklets. ASLS includes answers to specific engineering questions, but only related to heat transfer involved in the Unilab software. It does not include consultancy on heat exchanger or equipment design, disclosing of formulas belonging to the company’s know-how and comparisons of results with third-party software. The value of ASLS cannot be converted into training, on-demand implementations, or software purchases, & its lack of use for the current year does not entitle it to discounts on the quota for the following year. Guidance is provided in English & Italian only.

1. For the present document, please refer to the above definitions contained in the “1 DEFINITIONS” paragraph.
2. The present Contract deals with the work rendered by Unilab S.r.l. (henceforth referred to as ‘Unilab’) towards the Customer of the work related the use of the software subject to the relative payment, as set out in article 17.

3. The guidance is reserved exclusively for Customers who are signatories of the Contract of License of Use of the software. Any requests for guidance can be addressed to the Unilab Customer Care service only through access to the dedicated “Create New Ticket” area of the Unilab website. Please note this area is dedicated to bug resolution. Requests for modifications or improvement are handled separately. Time dedicated to analyzing all requests is scaled down from the amount dedicated to support. 
   *To ensure the operations related the use of the software, should a remote connection be requested, Unilab uses by default the software TeamViewer. The Customer must guarantee the possibility for Unilab to connect to his computer where the Unilab software is installed. The Customer is allowed to book remote assistance only after making sure with his IT Manager that Unilab can connect and remotely control his PC.
   Should the Customer’s Company have difficulties installing/using TeamViewer because of internal policy or other reasons, the IT manager of the Customer’s Company is obliged to find a valid alternative solution and provide Unilab with the name and all instructions on how to use it. If a tool other than TeamViewer is used, the Customer must report this via Ticket before booking the remote assistance.

4. For the Design Software, the operations subject of this Contract, includes:
   a) Provision of updates via the internet, including the download of the latest available Minor Releases;
   b) Software Patch;
   c) Remote Guidance via the internet;
   d) support, via remote connection, for Transfer of License of Use from one personal computer to another personal computer owned by the same Customer;
   e) correction of notified malfunctions.

5. For the Selection Software, in addition to the operations described in art. 4, the operations related the use of the software also includes 12 Guaranteed Commercial Setups. Each subsequent commercial setup request (in case the Customer will require more than 12 Guaranteed Setups) will have an extra cost of € 500.

   The release of a new setup for the correction of malfunctions included in Ordinary Assistance as mentioned in the present Contract is excluded from the number 12 Guaranteed Commercial Setups of the present article.
6. The present Contract does not include:
   a) Extraordinary work;
   b) Guidance by phone;
   c) New Implementations of the software
   d) Training on the software (how to use it).
   For the carrying out of Interventions of New Implementation and the resolution of problems included in Extraordinary works, Unilab reserves the right to send a quotation according to the procedures mentioned in the art. 20,21,22,23 and 24 of the present Contract.

7. Should, following the installation or update of the software, any bugs or malfunctions be found during its running, the Customer is obliged to communicate them to Unilab immediately. 
   Unilab is not obliged to resolve Random Indications which are generic, not reproducible 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 the software, edition, version, build;
   c) screenshots showing the problem;
   d) detailed description of the procedures following which the problem first manifested.

9. Should malfunctions be found in the execution of the software 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 software by the procedures agreed with the Customer.
   The Customer may save the updated setup mentioned in the previous paragraph inside a physical device (disk–pen drive) to save a backup copy of the software.

10. Except as set out in article 5, the operations related the use of the software described in the present Contract are provided according to the evolution of the software which Unilab will decide to implement at its discretion, as well as by the notifications received from the Customer, without any obligation regarding periodicity, timescales, method or a number of interventions to be carried out.
11. The activities 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 Customer must install into the software, in other words, new versions of the software will substitute the previous one.

12. Unless otherwise indicated by Unilab, the Customer is obliged to update the software by installing the updates and scrupulously following all instructions received from Unilab. Otherwise, Unilab cannot guarantee the correct functioning of the software.

    Should, as a result of the non-observance on the part of the Customer of the obligations mentioned in the previous paragraph of this article, errors in the execution of the software be found, their resolution will be carried out according to the procedures described in art. 20, 21, 22, 23 and 24.

RESPONSIBILITIES

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 Customer or third parties may suffer due to the use of the software, 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 software is installed or to other software designed to operate contemporarily with the software.
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 Customer or by third parties in any way connected to the use of the software and, in any case, for any form of cessation of profits, or indirect or consequential damage suffered by the Customer or by third parties.

PAYMENT AND DURATION OF THE DOCUMENT OF ANNUAL SOFWARE LICENSE SUBSCRIPTION

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 ASLS coincides with the duration of the calendar year (1^st January-31^st December).

17. The fee for the guidance consists of an annual charge calculated according to the price list in force at the time of subscription or renewal of the Document (in case of Standard/Design Software), or according to the agreed terms in case of Customized/Selection Software. Operationsprovided by Unilab is proportional to the amount paid by the Customer, for both Standard/Design and Customized/Selection Software. To ensure maintaining quality guidance, Unilab can suggest an increase of this amount. For Standard/Design Software, Unilab reserves the right to increase the ASLS fee, not exceeding normal competitive market prices. In the event of an increase in the ASLS fee, Unilab will notify the Customer with 120 calendar days’ notice by email. Price increase will be applied from 1^st January of the calendar year successive to that of the notice. Customer has the right to withdraw from the ASLS in the time and manner described in the section “RENEWAL AND TERMINATION”. In case of Customized/Selection Software, should the Customer request modifications (to be quoted), Unilab may increase the ASLS fee depending on the degree of complexity of management of the modifications requested or depending on the frequency of intervention requested during the year.
18. In case of the First Stipulation of the ASLS takes place when the calendar year is already underway, the fee will be agreed upon considering the number of months remaining until its expected expiry. In this case, the ASLS subscription will be automatically renewed from the 1^st of January of the calendar year following that of the First Stipulation, according to the procedures outlined in art. 34.

19. The payment of the ASLS fee must take place in the manner and by the date indicated on the invoice or the pro forma invoice issued by Unilab following the signing or the automatic renewal of the Annual Software License Subscription.

    EXTRAORDINARY GUIDANCE AND INTERVENTIONS OF NEW IMPLEMENTATION

20. To allow the resolution of any malfunctions included in Extraordinary Guidance, it will be the Customer’s responsibility to compile a notification including the following information:
    a) user type (administrator/user)
    b) name of Software, 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 Guidance with the due diligence expected in this sector and does not provide any guarantee as to the results of such interventions.

22. Fee for operations of Extraordinary Guidance and the Interventions of New Implementation requested by the Customer, is calculated according to the price list 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 Guidance requested by the Customer requires 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 Guidance and the Interventions of New Implementations is determined according to the quotation made by Unilab and based on the list of activities needed to complete the work. Following the acceptance by the Customer of this quotation, Unilab will proceed with the issue of an invoice or a pro forma invoice.

24. Interventions of Extraordinary Guidance and Interventions of New Implementation will be scheduled and carried out only after payment of the invoice or of the pro forma invoice as described in art. 23.

GUIDANCE AND MAINTENANCE FOR COMMERCIAL LICENSES

25. Regarding Commercial Licenses, the Operations related the use of the Software are supplied only and exclusively to the Parent Company which signed the present Contract and not to the End User of the Customer.

26. In case of any issue with its End Users, the Parent Company should proceed to contact Unilab to request direct assistance to its End User. This type of guidance will be subject to an additional charge according to the procedures described in art. 20, 21, 22, 23, and 24.

27. In case of missed payment of the Annual Software License Subscription, the  operations related the use of the software to the End-Users will also be suspended from the fifteenth calendar day, starting from the day following the date indicated for payment in the invoice or pro forma invoice.

MISSED PAYMENT

28. Unilab’s right to receive the annual charge within a certain amount of time arises simply from the stipulations of the Contract and is not conditioned, in all or part, by the carrying out of a minimum number of tasks, nor by the actual installation of all the updates, modules and corrections of the software provided to the Customer under the terms of the Contract.

29. The missed payment of the annual charge by the date indicated in the invoice or pro forma invoice, will result in the suspension of Use of the Software and tasks until subscription renewal.

30. In case of missed payment of the annual charge for less than a year from the date for payment indicated in the invoice or pro forma invoice, to be able to use the Software and the operations again, the Customer must pay the full amount due for the entire year regardless of the date when the payment takes place.
31. In case of missed payment of the annual subscription for a period exceeding one year from the date for payment indicated in the invoice or the Pro-forma invoice, the Customer, to be able to use the Software and benefit once more from the use of the software, 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 case of missed payment of the subscription for a period over three years from the date for payment indicated in the invoice or pro forma invoice, the Customer must regularize his position according to the procedures described in art. 33, only and exclusively if during that period a new version of the Software has not been released, otherwise the present Document will automatically be considered terminated and, to be able to use the new version of the software, the Customer must stipulate a new Contract of the License of Use, including a Document of ASLS.
33. In case of missed payment of the subscription for three consecutive years from the date for payment indicated in the invoice or pro forma invoice, should a new version of the Software not have been released, to be able to use the software again, the Customer, 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 is mentioned in art. 36 is exercised, the ASLS subscription will be automatically renewed on 1^st January of the succeeding calendar year at the prices and under the conditions in force at the moment of renewal.

35. Unilab reserves the right to change its internal Policy without the consent of, or notice to, the Customer. All changes to this Policy are publicly available online on the Unilab website and become effective on the date of such publication. Unilab recommends that Customers regularly check the Terms and Conditions of the Policy. Continued use of the Software after amendments have been made to this Policy means acceptance and consent of the Customer with such amendments. 
    The aforementioned modifications will be applied from 1^st January of the calendar year successive to that of the notification.

36. The Customer has the right to withdraw from the ASLS by giving a written notification sent by registered post or official electronic mail to be sent within 90 calendar days before the expiry date of the Document. In case that notification does not arrive within 90 calendar days from the expiry date of the Document, the ASLS subscription will be automatically renewed according to the procedures outlined in art. 34.
37. Withdrawal from the ASLS results in the termination of the use of the software described in the present Contract and in the inability to use the license.
38. If the Customer subsequently decides to renew the ASLS subscription, the return will be on the terms and conditions in force at the time of the Customer’s request.

39. The Customer may not transfer the present Contract to third parties, in such a case the Contract will be terminated immediately.

    In case of a general cessation or leasing of the company or a branch of it, the Customer may not transfer the present Contract without the express written consent of Unilab.

40. In case 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 Contract.

    COMPETENT COURT

41. Should any dispute relating to this Contract arise between the parties it will be dealt with exclusively by the Court of Padua (Italy).