GENERAL TERMS AND CONDITIONS – SaaS SERVICES
1. SCOPE OF THE AGREEMENT
For the purposes of this Agreement, the Client and the Supplier are the entities specified in the relevant Statement of Work (“SoW”). The Client and the Supplier are hereinafter jointly referred to as the “Parties”, and individually as a “Party.”
The Client requests, and the Supplier agrees to provide, the software-as-a-service solution, together with any related professional services, support, configuration, integration, and activities described in the SoW (collectively, the “Services”).
These General Terms & Conditions (“T&Cs”) together with the relevant SoW constitute the “Agreement.”
In the event of conflict between these T&Cs and the SoW, the SoW shall prevail.

2. PRICE AND PAYMENT TERMS
The Client shall pay the Supplier the applicable subscription fees, one-time professional service fees, and any other charges described in the SoW (“Fees”), upon receipt of the relevant invoice.
Payment terms are defined in the SoW. The Client is not entitled to suspend or withhold payment unless otherwise agreed in writing.
In case of late payment, statutory interest as per Article 1284 of the Italian Civil Code shall apply.
Fee amounts are based on current rate cards and will increase annually on 1 January of each year starting from 1 January 2025, within the limits of the ISTAT Consumer Price Index variation.

3. LIABILITY
The Supplier shall be liable for damages caused by it or its personnel in the performance of the Services.
Except in cases of willful misconduct (dolo) or gross negligence (colpa grave):

the Supplier’s total aggregate liability, contractual or non-contractual, towards the Client or third parties, arising from or connected to the Agreement or the Services, shall not exceed the total Fees paid by the Client under the SoW in relation to which the damage occurred; and
the Supplier shall in no event be liable for indirect, incidental, special, or consequential damages, including but not limited to:

loss of profits;
loss, corruption, or inaccuracy of data;
loss of use.




4. INTELLECTUAL PROPERTY
During the performance of the Agreement, the Supplier may use its own or third-party products, tools, software components, documentation, templates, methodologies, or other materials (“Supplier Materials”).
The Supplier shall retain exclusive ownership of such Supplier Materials, including all related intellectual property rights.
The Supplier grants the Client a non-exclusive, non-transferable, royalty-free license to use the Supplier Materials solely as necessary for the Client’s legitimate use of the Deliverables and the SaaS platform.
Unless otherwise agreed, and subject to full payment of all Fees, the Client shall become the owner of the intellectual property rights relating solely to the custom-built deliverables created by the Supplier specifically for the Client (“Deliverables”), without prejudice to:

the Supplier’s copyright on pre-existing materials;
the Supplier’s right to reuse ideas, know-how, concepts, and expertise developed during the provision of the Services;
the Supplier’s right to independently develop materials or solutions similar or competitive to the Deliverables.


5. DATA PRIVACY
In accordance with Regulation (EU) 2016/679 (“GDPR”), the Supplier may process personal data relating to the Client, its employees, directors, or officers during the performance of the Services. Such data may be collected:

directly from the Client;
from authorised individuals;
from third parties (including publicly accessible sources);
indirectly through technical or monitoring tools where applicable.

The Supplier provides the Client with a privacy notice pursuant to Article 13 GDPR, attached as Annex 1.
If the Supplier is required to process personal data on behalf of the Client, the Parties shall enter into a separate Data Processing Agreement pursuant to Article 28 GDPR.

6. ORGANIZATIONAL MODEL & CODE OF ETHICS
The Supplier complies with the Organizational and Management Model pursuant to Italian Legislative Decree 231/2001 (the “Model”), and commits to abide by its principles, procedures, and prohibitions.
The Supplier also adopts a Code of Ethics and a Human Rights Protection Policy, applicable to all employees.
Furthermore, the Client acknowledges that the Supplier operates an Integrated Management System (IMS) for Quality, Environment, Health & Safety, Anti-Corruption, and Corporate Social Responsibility, aligned with ISO 9001, ISO 14001, ISO 45001, ISO 37001, and SA 8000 standards.
All documents referenced in this clause are available at: www.bip-group.com.

7. NON‑SOLICITATION
For the entire duration of the Agreement and for 24 months following its termination, the Client agrees not to solicit, directly or indirectly, any manager, employee, consultant, or collaborator of the Supplier or its Affiliates—unless otherwise agreed by the Parties.
In case of breach, the Client shall pay the Supplier a non-reducible penalty equal to the gross annual remuneration of the solicited individual, without prejudice to any additional damages.