ANNUAL TECHNICAL SUPPORT

important notice - rev. October 16th, 2019

UNILAB is constantly committed to guaranteeing its customers the maximum added value through the use of Unilab programs. News and updates to the latest versions of the fluid libraries, the latest refrigerants available, new archive components, are just some of the many small updates that Unilab has recently released, available to all users simply by clicking on the update icon.

The Technical Support 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, to the release of 12 annual upgrade setups on customer input.

Payment of the annual subscription is required for the use of the software. The subscription entitles you to all updates during the year (minor & major releases), bug fixes, project calculation support & output analysis, installation support.

On request, it is possible to implement also additional small changes to the software, as long as they do not exceed 1 (one) hour of activity estimated by Unilab’s technical staff. The activities indicated, which have a lower priority level than the correction of blocking bugs, are carried out as soon as possible by our Technical Staff in compliance with the projects and priorities in progress. If the implementation, modification or new functionality requested by the customer requires more than one hour of activity, it will be necessary to proceed with the quotation of the same. 

Value of technical support cannot be converted into training, on-demand implementations or software purchases, & its lack of use for the current year does not entitle to discounts on the quota for the following year. Service is provided in English & Italian only. Not to lose all the advantages coming from the UNILAB Technical Support, we invite you to renew your subscription also for the next year. 

Customer Care

Trade Conditions and Annual Technical Support - Rev. 16th October 2019

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, located in a certain geographical area, 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 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 and to the geographical area agreed with the Customer. They cannot 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 (ATS): Document which, on payment of the annual charge, entitles the Use of the Software and Services of Assistance and Maintenance on the software. Failure to renew ATS by 31st December of current year, will result in suspension of Use of the Software and Services of Assistance and Maintenance until subscription renewal. Unilab reserves the right to suspend the use of any of its own software, services or any other technical support related aspects at any given time from the non-renewal of the ATS.

Contract of License of Use: Contract which, on payment of the charge due, allows use, by means of an Activation Code, of the program installed. Each License Code allows the activation of one copy of the program.

License of Commercial Use: A license 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 License: Refers to the transfer of use of the software from one computer to another within the same Parent Company. The Transfer of License 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 license 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 license on an unlimited number of computers, all connected to the same Server network at the Head Office. The number of activations of the user license 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 (as long as they do not exceed 1 (one) hour of activity estimated by Unilab’s technical staff).

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 analyze 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 Customer Service Portal.

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 License 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 License of use.

Specific logos for Commercial Licenses: 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: CONTRACT OF LICENSE OF USE

  1. For the purposes of the present document, please refer to the above definitions contained in the “1 DEFINITIONS” paragraph.
  2. The present proposal of a Contract of License of Use, includes the concession, on payment of the due fee, of a license 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 License of Use will be finalized when the present proposal of contract is signed by the Client.
  4. The present Contract of License 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 the License of use.

COPYRIGHT

  1. With the present contract, the Client acquires only the non-exclusive and non-transferable, within the limits of the present license, 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.
  2. 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.
  3. 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.
  4. In the case of concession of a License 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.
  5. Should, for promotional purposes, the Client utilize 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.
  6. 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.
  1. The Transfer of the License from one pc to another may be carried out only on specific request and exclusively by Unilab personnel. The procedure of Transfer of License 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

  1. 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 License of use.

13. Unilab, in any case, does not guarantee that the program:

  • may be used on hardware different from that indicated in the Documentation
  • is immune from and able to identify computer viruses.
  • is able to carry out operations which are different or additional compared to those expressly indicated in the specifications in the Documentation.
  1. 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

  1. For Design Programs, following the acceptance of the present contract proposal, Unilab will undertake, to provide the Client with:
  • the definitive setup of the program, by sending a link for the download;
  • the Documentation relating to the program;
  • operating manuals for the installation and configuration and the use of the software in English;
  • the License 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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:
  • user type (administrator/user)
  • name of Program, edition, version, build;
  • screenshots showing the problem;
  • detailed description of the procedures following which the problem manifested.
  1. 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.
  2. For the Selection Programs, once the developmental phase of the Program is complete, Unilab will provide the Client with:
  • the definitive setup of the program, by sending the link for the download;
  • the Documentation relating to the program;
  • operating manuals for the installation, configuration and use of the software in English;
  • the License 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:

  • the setup of the trial version of the program, by sending the link for the download;
  • the operating manuals for the installation, configuration and use of the software in English;
  • a License Code valid for 5 working days.

27. The License 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 License Code described in art. 26 lett. (C) will be disactivated.

OLD PEN DRIVE DEVICES

  1. 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.
  2. In case of loss of the old pen drive devices for activation of the program, the release of a new License Code is exclusively on condition that the Client presents a copy of the official declaration of its loss from the relevant authorities.

DESIGN PROGRAMS

In order to obtain the release of a new License 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

  1. 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.
  2. 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 in the pro forma invoice issued by Unilab following signing of the contract.
  3. In the case of missed payment of the fee the License Code of the program will not be supplied.

WITHDDRAWAL FROM CONTRACT

  1. 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

  1. 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.
  2. 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. Any request of training/assistance 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 program caused by the non-nomination of a reference person or by the nomination of a new reference person.

COMPETENT COURT

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

SUBJECT: RENEWAL OF ANNUAL TECHNICAL SUPPORT

UNILAB is constantly committed to guaranteeing its customers the maximum added value through the use of Unilab programs. News and updates to the latest versions of the fluid libraries, the latest refrigerants available, new archive components, are just some of the many small updates that Unilab has recently released, available to all users simply by clicking on the update icon.

The Technical Support 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, to the release of 12 annual upgrade setups on customer input.

Payment of the annual subscription is required for the use of the software. The subscription entitles you to all updates during the year (minor & major releases), bug fixes, project calculation support & output analysis, installation support.

On request, it is possible to implement also additional small changes to the software, as long as they do not exceed 1 (one) hour of activity estimated by Unilab’s technical staff. The activities indicated, which have a lower priority level than the correction of blocking bugs, are carried out as soon as possible by our Technical Staff in compliance with the projects and priorities in progress. If the implementation, modification or new functionality requested by the customer requires more than one hour of activity, it will be necessary to proceed with the quotation of the same. 

Value of technical support cannot be converted into training, on-demand implementations or software purchases, & its lack of use for the current year does not entitle to discounts on the quota for the following year. Service is provided in English & Italian only. Not to lose all the advantages coming from the UNILAB Technical Support, we invite you to renew your subscription also for the next year. 

SUBJECT: RENEWAL OF ANNUAL TECHNICAL SUPPORT

  1. For the purposes of the present document, please refer to the above definitions contained in the “1 DEFINITIONS” paragraph.
  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 license of use for the program.
  4. For the Design Programs, the Service of Assistance and Maintenance subject of this Contract, includes:
  • Service of updates via internet, including the download of the latest available Minor Releases;
  • Software Patch;
  • Remote Assistance via internet;
  • support, via remote connection, for Transfer of License from one personal computer to another personal computer owned by the same Client;
  • correction of notified errors.
  1. 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.

  1. The present contract does not include:
  • Extraordinary Assistance;
  • New Implementations of the program (in case they require more than one hour of activity estimated by Unilab);
  • 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.

  1. 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.

  1. In the notification mentioned in art. 7 the following information must be provided:
  • user type (administrator/user);
  • name of program, edition, version, build;
  • screenshots showing the problem;
  • detailed description of the procedures following which the problem first manifested.
  1. 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.

  1. 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.
  2. 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.
  3. 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 cannot 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.

RESPONSABILITIES

  1. 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.
  2. 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

  1. 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.
  2. The duration of the Annual Technical Support coincides with the duration of the calendar year (1st January-31st December).
  3. 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.
  4. 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.
  5. 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:

  • user type (administrator/user)
  • name of Program, edition, version, build;
  • screenshots showing the problem;
  • detailed description of the procedures following which the problem manifested.
  1. 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.
  2. 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.

  1. 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.
  2. 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 LICENSES

  1. In the Commercial Licenses 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.
  2. 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.
  3. 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.

MISSED PAYMENT

  1. 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.
  2. 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.
  3. 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.
  4. 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%.
  5. 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 License and a new Document of Annual Technical Support.
  6. 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

  1. 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.
  2. In the case of variations in prices or modifications to the general conditions of the Contract, Unilab will endeavor 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.

  1. The client has the right to withdraw from the present Document by giving written notification sent by registered post or official 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.
  2. Withdrawal from the Document of Annual Technical Support results in the termination of the Services of Assistance and Maintenance described in the present Contract.
  3. 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.

  1. 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.

COMPETENT COURT

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