1. PREMISES AND GENERAL CONDITIONS

The following general conditions apply to the sale of products and the provisions of services by Akito S.r.l. (hereinafter referred to as “The company” or briefly, “Akito”) towards any Person, Firm, or Company (briefly, “The customer”) and will apply regardless of the conditions of sale – conflicting, additional or contrary – contained in any purchase order or other written communication coming from the Customer and addressed to Akito srl, unless they have been expressly accepted in writing in the Contract or by other means equally suitable for committing the Company to the Customer.

The terms and conditions set forth in these General Conditions apply to each contract, even if they are not attached to the Contract or not specifically referred to therein, and will be deemed accepted by the Customer even in the absence of a specific signature by the latter, at the time of conclusion of each contract.

The updated General Conditions are also available on Akito’s website (www.akito.it).

The latter reserves the right to modify, without any prior notice, the general conditions. These changes are effective from the day of their publication or, if applicable, from their sending to the Customer, together with the Contract.

To each contract the General Conditions in force at the time of conclusion shall apply.

The invalidity of each individual clause of the Present General Conditions will not result in the invalidity of the remaining clauses nor of the following General Condition as a whole.

The Customer accepts the terms set forth in the offer of which these General terms and conditions of professional services form an integral and substantial part. The fulfillment of Akito S.r.l. is strictly limited to what is provided for in them. Any derogations from these General Conditions must necessarily be confirmed in writing by Akito S.r.l or, in any case, they must be agreed in writing upon agreement of the parties through a duly authorized representative of each of them. It is expressly understood between the parties that, unless otherwise agreed in writing between them, in no case will the signing of each contract entail the attribution in favour of the Customer of any exclusivity right and, for effect, the Company, depending on the circumstances, will remain fully free to perform and provide Goods or Services to third parties. Therefore, any reference to terms other than those contained in this agreement will not be applicable to the Services provided.

2. ORDER OF PREVALENCE. DEFINITIONS

2.1 In case of any conflicted provisions contained in the documents constituting the Contract, the order of prevalence indicated below will apply, in a descending order:

(a) Special Conditions agreed by the Parties and included in the Offer;

(b) General Conditions

2.2. In these General Conditions, the terms indicated below, where indicated with a capital letter, will have the following meaning, with the clarification that the terms defined in the singular also refer to the plural and vice versa:

“Good” refers to the products best indicated in the Offer.

“Customer” has the meaning referred to in art. 1 of these General Conditions.

“Industrial Property Code” or “CPI”: Italian Legislative Decree no. 30/2025 as amended and supplemented

“General Conditions” has the meaning referred to in art. 1 of these General Conditions.

“Contract”: means each individual contract having as its object the supply of Goods and/or Services by the Company in favour of the Customer, consisting of: (i) the Offer; (ii) the General Conditions; (iii) the SLA, if applicable, with the exclusion of any other terms or conditions that may be affixed and/or recalled by the Customer and not expressly accepted by the Company.

“Content”: any text, image, sound, video, work, information that is the subject of copyright or related rights or in any case of Intellectual Property Rights or industrial property rights of the Company, and that is made available to the Customer by means of the Services or in any other way pursuant to – or in relation to – the Contract, as also indicated in paragraph 11.2 of these General Conditions.

“Consideration”: the amount that the Customer must pay to the Company in consideration for the purchase of the Goods or for the provision of the Services under the Agreement, as indicated in the Agreement or, failing that, in the related invoice issued by the Company, as also indicated in paragraph 9.1. hereof General Conditions.

“Intellectual Property Law”: means all intellectual property and industrial property rights protected under any legal provision, including, without limitation, patents and utility models, including at the application stage, patent applications, inventions (patentable or non-patentable, implemented or not implemented), trademarks or applications for trademarks and other distinctive signs, trade names, logos, copyrights, all computer programs (computer software), including source codes, executable codes, data, databases, and related documentation, websites, domain names, drawings, designs, technical data, formulas, production processes, Confidential Information, advertising and promotional materials, customer lists, industrial secrets, knowhow and any other law on intellectual property and industrial property.

“Force Majeure Event” means any event or circumstance not reasonably foreseeable or beyond reasonable control or which, even if foreseeable, could not have been avoided by recourse to the diligence, prudence and expertise of a reasonable and prudent operator, such as, but not limited to, fires, explosions, natural disasters, pandemics and/or epidemics of any kind (including their worsening), lightning, vandalism and/or terrorist acts, cable cuts, plant failures, revolutions, riots, wars, coups, lockouts, strikes and other industrial action, interruption of energy flows, suspension or difficulty of communications, laws, orders, regulations, directives or administrative measures (including the so-called factum principis), whether these events directly affect the Company or third-party suppliers or subcontractors of the latter.

“GDPR”: EU Regulation 2016/679.

“Confidential Information” means, whether it has been classified as confidential, the information, data, know-how or any other information of either Party whether written or oral, of a technical, technological, commercial or any other nature, including the economic-financial informations, reports, pricing policies, trade secrets and technical information relating to production processes, as well as any information and archives relating to customers, as well as the existence and content of this Agreement, of which the other Party has become aware, in connection with the performance of this Agreement, whether included or not included in the Intellectual Property Rights.

“Model”: Model of organization, management and control suitable for preventing the crimes provided for by L.D. 231/2001 containing the “Regulation of the administrative liability of legal entities, companies and associations, even those without legal personality, pursuant to Article 11 of Law No. 300 of 29 September 2000” adopted by the company and referred to in paragraph 15.1. of these General Conditions.

“Offer”: indicates the technical document and commercial document prepared by the company containing the project developed by the latter, for the supply of Goods and/or Services, based on the needs expressed by the Customer, which include the related technical and economic terms and the particular conditions of supply.

“Party/s”: means the Customer and/or the Company.

“Service/s”: indicates the services best indicated in the Offer.

“SLA”: quality standards indicated in the Contract, when signed by the Parties.

“Company”: has the meaning set out in Article 1 of these General Conditions.

3. CONTRACT CONCLUSION PROCEDURE

3.1 The Company will communicate the Offer to the Customer. The transmission by the Company of the said Offer to the Customer consist of a contractual proposal pursuant to art. 1326 of Italian Civil Code.

3.2. If the Customer intends to conclude the Contract, he must return to the Company the contractual documentation, duly signed by his representative within 10 (ten) calendar days from the date of receipt of the Offer. In case of failure to transmit the contractual documentation duly signed in the above term, the Company’s contractual proposal will lapse.

3.3. The Agreement between the Company and the Customer shall be formally concluded:

1) with the transmission by the Customer of the documentation constituting the Contract duly signed by the latter as provided for, in the preceding paragraph; or, alternatively,

2) by sending the relevant order recalling the Offer protocol

3.4. By effect of the conclusion of the Agreement in accordance with the procedure set forth in the previous paragraphs, the Company provides the Customer, who accepts, with the supply of the Goods or Services under the terms and conditions set forth in the Agreement.

3.5. The Customer, where he has correctly and exactly fulfilled his payment obligations under the Contract, may request the company to carry out any qualitative and/or quantitative variations in relation to the Goods and/or Services covered by the Contract in writing in the manner set forth in Article 22.

The requested variations will only be effective if accepted in writing by the Company and upon payment of any supplements of Consideration due by the Customer for said variations.

3.6. The Company reserves the right to accept or not and to make the variations requested by the Customer, at its sole discretion, including but not limited to, because it does not believe that said variations are compatible with the Goods and/or Services covered by the Contract or that the necessary technical time exists for the carrying out of said variations or, again, in the event that the required variations may damage the integrity or functioning of the Customer’s IT infrastructure.

4. CHARACTERISTICS ASSESSMENT

The Customer declares that he has ascertained that the products and/or services meet his needs and that for each product and/or service he has received a prior and complete description of the characteristics and functionality that he accepts.

5. CUSTOMER’S OBLIGATIONS

5.1. Information and services. The Client will be responsible for informing the Assignees of Akito S.r.l. of the working hours practiced and of any other use or practice that the Assignees will be required to fulfill. The Client undertakes to provide the workspaces, information, materials, means, tools and any other services or ancillary materials that Akito S.r.l. or its Assignees may reasonably request to fulfill this agreement.

5.2. Performance. All work will be carried out on the Client’s premises unless otherwise foreseen and will be carried out in a professional manner by the Akito Assignees, either they be his employees, collaborators or third parties in general, of which Akito S.r.l. in any case guarantees the professionals capabilities, which are necessary for the purpose of the Service that is to be rendered. Except where otherwise agreed, the Customer shall not have the discretion to control the methods and/or means used by Akito for the performance of the services.

5.3 Statement of responsibility. The Customer acknowledges that the control, replacement and, in general, manipulation of hardware components can be dangerous. Therefore, the Customer undertakes to provide the information necessary for the performance of the Services, in full compliance with the procedures of

safety and, by means of qualified personnel in accordance with the provisions of Legislative Decree 626/94, its amendments and additions.

5.4. Fulfillment. The customer acknowledges and accepts that the dates and times of fulfillment indicated in the contract and/or communicated by Akito S.r.l. are only indicative and that therefore Akito will not be responsible for the failure to fulfill by the aforementioned dates.

6. CUSTOMER’S RESPONSIBILITIES. DECLARATIONS AND GUARANTIEES. NON-SOLICITATION

It is responsibility of the Customer:

(a) to assess before the conclusion of the Agreement whether the characteristics, including, without limitation, the technical and qualitative characteristics, of the Goods or Services meet, and are adequate to, the needs of the Customer;

(b) to cooperate with the Company in order to verify and ensure — and cause the End Customer to verify and ensure — that the Goods and Services comply with, and do not violate, applicable laws and regulations, including in countries where the Goods and the Services are intended to be used, as in force from time to time;

(c) to ensure that the locations where the Goods are to be supplied or the Services provided comply with applicable laws and regulations, including any applicable workplace health and safety regulations. Accordingly, the Company assumes no liability with respect to the above. The Customer undertakes, in any case, to allow access to the Company’s representatives at the aforementioned locations where this is necessary or appropriate for the purposes of carrying out the activities referred to in the Contract.

6.2. If the Goods and/or Services provided are of particular importance to the activity of the Customer, it is the burden and obligation of the latter to equip itself, at its sole care and expense, with all necessary and adequate organizational technical measures to compensate for any temporary unavailability thereof, and to collaborate with the Company to resolve such temporary unavailability. Without prejudice to the foregoing, it is also the Customer’s burden and obligation to equip itself with adequate and autonomous security measures to ensure the protection of its computer systems from attacks by hackers that the Company should not be able to contain through the

provision of the Services, without prejudice to cases of intent or gross negligence of the Company.

Accordingly, the Company assumes no liability with respect to the above.

6.3. The Customer represents and guarantees that:

– is in possession of all authorizations and permits required by law and regulations, even in countries where the Goods and Services are intended to be used, as in force from time to time, to purchase the Goods and use the Services;

– will use — and cause the End Customer to use — the Goods or Services in accordance with the provisions of this Agreement and any instructions given by the Company, as well as applicable laws and regulations, as in force from time to time, in any case in compliance with the rights of third parties;

– will diligently store and safeguard the physical assets forming part of the service and installed on its site (or at its sites), from when they are deposited with the latter (or with the latter) and until the moment of return to Akito, also keeping them free from any charges, pledges or encumbrances. It also undertakes to compensate Akito, upon simple request, both for the loss of material and for any damage caused to it. Furthermore, at the end of the Contract or the renewal of the latter, the Customer undertakes, at his own expense and with his own disposal of the necessary means, to return such Physical Goods to Akito S.r.l., – for the use of the Services he will use equipment approved according to European standards, in perfect working order and such as not to cause disturbance to the Services or harm to third parties;

– will equip itself with adequate and autonomous security measures to ensure the protection of its computer systems from attacks by hackers that the Company cannot contain through the provision of the Services;

– will not use — and cause the End Customer to not use — the Goods or Services improperly, for purposes other than those for which the Goods or Services are intended and/or to transmit content that violates the provisions of the present Agreement and any instructions given by the Company, as well as laws and regulations applicable as in force from time to time, or which may otherwise be detrimental to the rights of the Company or third parties;

– will allow the Company (and the persons entrusted by the latter) access to the information, data and infrastructure (computer and physical) necessary for the correct execution of the services covered by this Agreement and of which it guarantees to have the legitimate availability;

– will use the Goods and Services covered by the Agreement in a manner consistent with the law, regulation and conditions of this Agreement and in a manner that does not cause disturbance to third parties, as well as in accordance with third party software licensing conditions, where applicable. The Customer obliges himself and indemnifies and holds harmless the Company from any complaint, legal action, administrative action, loss or damage (including legal fees and fees) arising from or related to the unlawful or improper use of the Goods and Services by the Customer;

– will not allow third parties not authorized by the Company to carry out interventions of any nature on the Goods. If the Customer acts in violation of the foregoing any costs, expenses or damages of any kind that may arise from this will be borne by him.

6.4. Customer will indemnify and hold harmless the Company, its Directors, Managers and employees from and against loss, damage, liability, actions, claims, claims, costs, taxes or expenses, including any reasonable legal expenses, relating to and/or arising out of Customer’s violation of the foregoing and/or due to the negligence or malicious conduct of its personnel, of its representatives or external collaborators in connection with the provision of Goods and/or Services covered by the Contract.

6.5. The Customer takes note that the Services will not be guaranteed in case of misuse thereof and that it will be its responsibility to take adequate precautions so that the exercise of its activities is not affected by defects, malfunctions or interruptions of the service itself.

6.6. In the event of a failure and/or malfunction caused by an intervention by the Customer, not authorized by Akito S.r.l., the customer will be responsible to Akito S.r.l. for both the costs of repair and/or restoration, and any damage caused.

6.7. For the duration of the Contract, the Customer shall not, directly or indirectly: (i) induce or attempt to induce employees and/or collaborators and/or managers and/or partners of Akito or its affiliates to terminate their current cooperation, for example by offering them an employment contract; (ii) solicit or attempt to attract a

customer, supplier or other business partner of Akito or its affiliates.

7. AKITO’S OBLIGATIONS

7.1 resources. Akito S.r.l. will provide and make available to Customer all resources that are necessary to render the Services referred to in this agreement. For the provision of the Services Akito will use staff in good standing

with the provisions laid down in the legislation.

7.2. Products of third parties. If the Customer requests the supply of third-party Hardware and/or software products from Akito, the terms and conditions applicable to such sale and/or licensing of Third-Party Products will be the same as those that the manufacturer and/or licensor will apply to Akito. They shall form an integral and substantial part of this Agreement and shall be annexed to this Agreement duly countersigned by the Parties.

8 IMPOSSIBILITIES OF PERFORMANCE (FORCE MAJEURE)

8.1. Force majeure. If at any time, Akito Srl is unable to fulfill any contractual obligation, for reasons not attributable to it, such as, but not limited to, crimes, accidents, strikes or lockouts, natural events, actions or omissions of the Customer, or any restriction imposed by any national and/or local authority, the time for fulfillment of the aforementioned obligations will remain suspended for the entire duration of the above-mentioned impeding causes or Akito srl may, at its discretion, with notice to the Customer, cancel any order or remaining part thereof, without this implying any liability on the part of Akito itself. In such circumstances, in the event of termination of the contract, the Customer will be obliged to pay Akito S.r.l. for any product delivered or performance rendered.

8.2. Communications. In any case the parties undertake to communicate to each other the occurrence of any event of force majeure or fortuitous event, which makes it impossible to comply with the terms set forth above with

registered letter – or equivalent means – no later than three days after the occurrence of the obstructive event, indicating in the same new terms of compliance. The parties will consider in good faith the possibility of reviewing the duration and timing of this contract. These provisions do not apply to the obligation of the Customer to pay the sums of money to which it is indebted.

In any case, Akito’s delay cannot entitle it to termination of the contract, nor to compensation of any kind, unless it has been previously and expressly agreed in writing. 

9.0 CONSIDERATION

9.1 9.1. As consideration for the purchase of the Goods or for the provision of the Services pursuant to the Contract, the Customer will pay Akito S.r.l. the consideration as indicated in the Offer or Contract or, failing that, in the related invoice issued by the Company (the “Consideration”).

9.2. Price determination. Unless otherwise established, the prices indicated in Akito’s offer will be net of any taxes and/or duties and/or expenses that the company will be required to bear and for which it reserves the right to apply the relevant charges to the Customer. The Customer undertakes from now on to diligently discharge the tax burdens imposed by law on him under the Agreement, as well as to hold the Company harmless from any prejudice resulting from any failure of the Customer to comply with the foregoing.

9.3. Changing the price. Except as provided above, prices may be increased by Akito S.r.l. in the event of extraordinary and unpredictable events or for other circumstances not attributable to Akito. Similarly, if the Customer does not want to use the services as contractually scheduled in the purchase orders, Akito reserves the right to modify the price structure according to the service actually performed.

9.4. The Customer acknowledges and agrees, specifically, to always pay the Company the full cost relating to the license purchased by Akito from its vendors for the provision of the Services, and this also:

(a) in the event of early withdrawal of the Customer; and/or

(b) in the event that the Customer’s notice of withdrawal and/or termination of the Agreement has not allowed the Company to promptly terminate the relevant license agreement (with consequent renewal of the latter by the vendor). To allow for timely termination, the Customer must send the withdrawal and/or termination at least 90 (ninety) days before the expiration date of the Agreement.

10 PAYMENT TERMS AND CONDITIONS

10.1 The Customer must proceed with the payment of the Consideration, upon issuance of the relevant invoice by the Company, within the deadlines reported in the Contract, or, failing that, in the invoice itself. The aforementioned payments shall be made by the Customer in favour of the Company in the manner indicated in the Contract or, failing that, in the invoice.

10.2 Forms of payment. All invoices must be paid at the Akito S.r.l. headquarters within the agreed deadlines. Akito reserves the right to issue bank receipts, drafts and/or other electronic or paper forms of payment without this constituting a derogation from paragraph 3 of art. 1182 of Italian Civil Code.

The Customer will make the payment of the Consideration without the possibility of proceeding with compensation or suspending payments except in the event of serious default by the Company, pursuant to Article 1462 of the Italian Civil Code.

10.3 Failure to fulfil obligations. In the event of deferred payment, in the event of failure to pay even a single installment at the established deadline, the Customer will forfeit the benefit of the deadline pursuant to and for the purposes of Article 1186 of the Italian Civil Code and, consequently, all sums due, even those not yet due, will become immediately due. In the event of non-payment, even of a single installment, Akito Srl has the right to suspend all further supplies and terminate contracts that have not been executed, without prejudice to:

1. a) immediate payment for services already rendered;
2. b) compensation for damages resulting from the interruption of the contract;
3. c) the termination of the contract pursuant to art. 1456 of the Italian Civil Code.

The customer is not authorized to make any deduction and/or discount from the agreed price unless by prior written agreement with Akito and indeed if the Customer defaults, Akito reserves the right to suspend ongoing supplies, or to request advance payment for such supplies.

10.4 Disputes. Any disputes regarding invoices must be received by registered letter A/R to the Akito Srl headquarters within 8 days of the date of service provision; otherwise, they will not be taken into consideration and the services rendered will be deemed accepted without any reservation.

10.5 Late payment. Any late payment will result in the charging of default interest pursuant to Legislative Decree 231/2002, as well as any additional bank and/or any other charges, including legal ones, incurred for the recovery of the debt.

10.6 Resolution. In the event of termination of the contract due to the Customer’s default, any portion of the price already paid will remain acquired by Akito Srl as compensation, without prejudice to the right to compensation for damages. In the case of non-payment of a part of the price which exceeds an eighth of the total, Akito Srl will be able to terminate the contract by simply notifying the customer.

11 INTELLECTUAL PROPERTY

11.1 If an order includes software or other intellectual property, this software or intellectual property is provided by Akito S.r.l. to the Customer, subject to the copyright and usage license, the conditions of which are stipulated pursuant to the licensing agreements accompanying said software and intellectual property. Nothing contained in this clause shall be construed as recognition of any right or license to use for any software or other intellectual property and/or as authorization to its use, for a purpose not expressly permitted by such licensing agreement.

11.2 Any text, image, sound, video, work, information ( “Contents”), which is the subject of copyright or related rights or in any case of Intellectual Property Rights or industrial property rights of the Company, and which is made available to the Customer by means of the Services or in any other way pursuant to, or in relation to the Contract, may be used by the Customer only for the use of the Services themselves. The reproduction, dissemination, publication, and any other form of economic exploitation of the Content owned by the Company or of which the Company is the licensee, is prohibited, not authorized by the company itself.

11.3 The Company may use the name, trademark(s) or other distinctive sign (including abbreviations, company logos, etc.) of the Customer to carry out institutional publications and/or for dissemination activities that have as their object the activities of the Company and/or the Customer (e.g. publication of presentations, brochures, the company’s website and/or on social channels, creation of posts and videos on your own and/or third-party digital channels), as well as as a reference and archive of the works carried out by the Company for and/or with the Customer, in order to describe and promote the activity carried out on behalf of the Customer, in the following hypotheses: (1) press releases and/or other communications to the public (e.g. press conferences); (2) lists of references and/or proposals relating to services intended for third parties (e.g. advertising brochures, job lists, participation in invitations to tender, etc.); (3) reports in the context of events and/or conferences.

11.4 In the event of termination or termination of the Contract, for whatever reason, and upon written request from

the Customer, the Company will do everything possible to cease use of the Customer’s trademark(s) in

terms referred to in the previous art. 11.3 promptly by removing any relevant reference from its site on internet and from its own promotional and/or commercial documentation, within a suitable period of time, having regard to the circumstances and any needs of a technical nature and, in any event, no later than 4 months from the date of receipt of the Customer’s written request.

12 DOCUMENTATION

All documentation delivered to the customer in support of the sale is indicative and cannot be considered part of the contract. In addition, any drawing or technical document made available by Akito Srl before or after the conclusion of the contract, for the use and information of the Customer and any other information that may be provided to the Customer by Akito Srl, including any specifications techniques, may not be copied, reproduced or communicated to third parties without the prior written consent of Akito srl.

13 WARRANTIES

13.1 Warranty Terms. Akito’s obligations to the Customer constitute obligations of means and not of result. Akito undertakes to provide the Customer with the services provided for, in this contract, using ordinary diligence according to the standards used in the industry’s informatic sector. This warranty supersedes any other express or implied warranties of the Services renders that are therefore intended to be excluded. Except in the case of Akito’s intent or gross negligence, all guarantees, even if deriving from the law, including those relating to quality and suitability for a specific use to the Services referred to in Articles 1667 and 1668 of the Italian Civil Code, are excluded.

13.2 Warranty exclusions. Akito S.r.l. is not obligated to provide assistance under this article to repair damage resulting from the improper use of machines or their connection to unsuitable equipment. Akito srl is not liable for damages resulting from and/or related to unforeseeable circumstances and not dependent on their own will.

14 LIMITATIONS OF LIABILITY

14.1. The Company will be responsible for the damage caused to the Customer due to the default of the obligations arising from the Contract limited to damages that are an immediate and direct consequence of such default and due to intent or gross negligence of the Company itself; therefore, liability for consequential and indirect damages, including losses of revenue or profit or of commercial or business opportunities, remains excluded as well as responsibility for damage to the image and/or commercial reputation.

14.2. The Parties agree that the Company shall not also be liable:

(i) for the delay, failure or incorrect performance or for any damage or liability of the Customer resulting from attacks by hackers on the Customer’s computer systems, except where such attacks are attributable to the intent or gross negligence of the Company;

(ii) for delay, failure or incorrect performance or for any damage or liability of the Customer or third parties resulting from interruption, malfunction, suspension or delay of the Services caused or otherwise dependent on the Customer himself, another operator or, in general, third parties;

iii) for the delay, failure to perform or for any damage or liability of the Customer resulting from or connected to delays or omissions of the Customer or dependent on inconsistencies and/or deficiencies in the Customer’s information, data and/or infrastructure;

1. iv) for delays, malfunctions and/or interruptions in the provision of the Services if such delays or malfunctions are caused by force majeure (i.e. events not foreseen and foreseeable by Akito and dependent on natural events or third parties, such as natural disasters, lightning, fires, explosions, strikes, civil riots, acts of terrorism, changes in legal regulations, etc.) or to comply with any public administration measure including the Judicial Authority;
2. v) except in the event of malicious intent or gross negligence, for the possible loss of data, interruptions or malfunctions of the Customer’s systems or for other Akito services that simulate cyber-attacks on the Customer’s hardware and software systems to evaluate their level of cybersecurity (e.g. Vulnerability Assessment and Penetration Testing services). In relation to these activities, moreover, the Customer undertakes to sign a specific authorization letter and indemnifies the Company.

14.3. Notwithstanding the foregoing, the Parties agree that the Company shall in no event be liable to pay damages (including those by way of penalty) in amounts exceeding:

– to the Consideration, or

– if the Contract concerns the provision of Services and that such Services must be provided for periods of more than 12 (twelve) months, the Company may not be required to pay damages in amounts exceeding the Consideration paid by the Customer in the 12 (twelve) months preceding the date on which the event that gave rise to the Customer’s claim for damages occurred, i.e

– if the Agreement concerns the sale of multiple Goods, the Company may not be required to pay damages in amounts exceeding the Consideration paid by the Customer for the Goods or Goods that caused the damage for which the Customer requests compensation.

14.4. All the above limitations of liability will not apply in the event of the Company’s willful misconduct or gross negligence

15 CONFIDENTIALITY

15.1. Each Party undertakes not to disclose to third parties, even in part, any Confidential Information of the other Party that may be provided to it, acquired and/or shared by reason of execution or in any case during the term of the Contract. Furthermore, the Customer undertakes not to disclose data or information that falls within the Know-How Akito.

15.2. In particular, in relation to said Confidential Information the Company and the Customer mutually undertake to:

– consider Confidential Information as strictly confidential and to take all necessary measures, including security measures, to maintain it as such;

– use Confidential Information only for the purpose for which it was transmitted and shared, in any case in compliance with the provisions of the Agreement;

– not making any statement, making any communication or publishing any news item that may contain Confidential Information, except as previously agreed between the Parties in writing.

15.3. Notwithstanding the foregoing, either Party may disclose Confidential Information to its personnel for which knowledge of Confidential Information is necessary, in order to perform the Agreement, provided that such Party shall bind such personnel to confidentiality obligations substantially equivalent to those provided for in this Article. It is understood that each Party shall remain solely responsible for any breaches of the aforementioned obligations by its personnel.

15.4. With the exclusion of the Data that will remain in the possession of the Company, within 30 (thirty) days of the termination, for any cause that has occurred, of the Agreement, each Party will return to the other any Confidential Information, with the related media of any nature, of the other Party in its possession, also permanently and fully removing any and all records or records containing the Confidential Information from its own computer and physical systems.

15.5. The obligations referred to in this Article shall remain in force between the Parties for the duration of the Contract and even subsequent to its termination for any cause that has occurred.

16 OBLIGATIONS TO COMPLY WITH ANTI-CORRUPTION POLICY AND COMPANY REGULATIONS

16.1. The Customer declares that he is aware that HWG Sababa Srl, the company that controls Akito Srl, has adopted and implemented an Anti-Corruption Management System certified pursuant to ISO 37001:2016  and that he has reviewed the Anti-Corruption Policy and Company Regulations (such as, for example, Code of Ethics, Reporting Procedures and Anti-Corruption Procedures), the contents of which he declares to have understood.

16.2. The Customer adheres to the principles expressed in the Policy and the aforementioned Regulations, committing to: – fully comply with its contents; – refrain from any behavior that could constitute a violation of the applicable anti-corruption legislation, Policy or business procedures; – ensure that such obligations are disclosed and respected by its employees, collaborators, agents and subcontractors who may be involved in the performance of the contract;. – ensure, where appropriate, the minimum training in anti-corruption matters for such individuals. 16.3. The Customer also undertakes to cooperate with HWG Sababa Srl and Akito Srl to enable the verification of the conformity of their behavior, making the required documentation available and allowing, upon prior notice, the carrying out of checks or audits, in compliance with the legislation regarding the protection of personal data and confidentiality. 16.4. The Customer indemnifies and holds harmless HWG Sababa Srl and Akito Srl from any liability, penalty, burden or damage —direct or indirect— as well as from legal and procedural costs, resulting from the violation of the Anti-Corruption Policy, Company Regulations or from unlawful conduct of itself, its employees, collaborators, agents or subcontractors, to the extent permitted by law. 16.5. Violation, even if only confirmed or reasonably suspected, of the above-mentioned precepts or the Anti-Corruption Policy constitutes a serious breach of contract within the meaning and effects of Article 1456 of the Italian Civil Code, legitimizing HWG Sababa Srl and Akito Srl to terminate the contract with immediate effect, without prejudice to compensation for any further damages. 16.6. The termination shall take effect from the date of receipt of the relevant written communication, to be sent by PEC or recommended letter A/R.

17 CLAIMS FROM THIRD PARTIES

The contract, or Contracts, to which these General Conditions apply, produces legal effects only between the Customer and Akito S.r.l. Third parties will not obtain any legal rights towards Akito srl and the latter will not have any responsibilities to third parties under this contract, or contracts.

In addition, except in cases of intent or gross negligence, the Customer will indemnify and hold harmless from, towards any action, request, or demand by third parties for non-contractual or other liability, directly or indirectly, connected with faults or defects of products (or in the use of products) or services.  

18 RENUNCIATION

Any failure, at any moment, to enforce the rights to performance by Akito S.r.l. of the present General Conditions towards the Customer, cannot be considered as a waiver of the right to assert the non-compliance or as acceptance of any modification to these General Conditions by Akito S.r.l.

19 TERMINATION

Akito S.r.l. may terminate any contract with written notice to the Customer, without prejudice to any claims or rights that Akito srl may have or exercise if:

1. a) the Customer fails to fulfill any term or condition of any contract and/or these General Conditions or provided for by law;
2. b) a bankruptcy petition is filed against the Customer and/or the Customer is subject to compulsory administrative liquidation and/or is declared bankrupt and/or has proposed a composition with creditors and/or a custodian or administrator has been appointed for the Customer’s assets;
3. c) foreclosure of any personal or real property of the Customer is underway.

20 WITHDRAWAL

Akito S.r.l., like the Customer, will have the right to withdraw from this agreement pursuant to art. 1671 of the Italian Civil Code, by communication by registered letter to be sent to the other party at least 10 (ten) days in advance of the date on which the withdrawal must be enforced. The rights and obligations, which by their nature, must remain in force, shall continue to be effective even after the termination of this Agreement for any cause.

21 SUBCONTRACTING

Akito S.r.l. reserves the right to commission third parties to perform any part of any work or for the furniture of goods and services.

22 231 MODEL (MOGC)

22.1. The Company declares that it adheres to the provisions of Legislative Decree 231/2001 containing the “Regulation of the administrative liability of legal persons, companies and associations, even those without legal personality, pursuant to Article 11 of Law No. 300 of 29 September 2000” and, in order to ensure ethically shared behavior and pursue compliance with the principles of legitimacy, fairness and transparency, in the conduct of business activities, The Company has adopted a Model of organization, management and control suitable for preventing the crimes provided for, in the aforementioned Legislative Decree 231/2001 (the “Model”) and, therefore, has appointed a Supervisory Body with the task of supervising the effectiveness and application of the Model.

22.2. The Company has also adopted its own Code of Conduct.

22.3. The Client undertakes to: (i) comply with the provisions and principles referred to in Legislative Decree 231/2001; (ii) report any violations, even alleged, of the principles and provisions of the aforementioned Decree.

22.4. Failure to comply with the provisions set forth in Legislative Decree 231/2001 and/or the principles set forth in the aforementioned Model and/or the Code of Ethics constitutes a serious failure to fulfill the obligations set forth in this Agreement and will legitimize the Company to terminate it with immediate effect by simple written notice, pursuant to and for the effects referred to in Article 1456 of the Italian Civil Code, without prejudice to compensation for any damage caused.

22.5. Where the Customer has adopted its own Model of organization, management and control pursuant to Legislative Decree 231/2001 and its own Code of Ethics, it undertakes to transmit them to the Company, which undertakes to inspect them and comply with the provisions and principles referred to in Legislative Decree 231/2001 with respect to the Customer.

23 SAFETY AND HEALTH AT WORKPLACES

The Company guarantees compliance with the health and safety requirements in the workplace set forth in current legislation, as well as compliance with all regulatory and contractual requirements regarding remuneration, insurance and social security contributions, insurance, accidents, as well as obligations, benefits, and obligations relating to the employment relationship of employees, in accordance with current legislation and category contracts. Compatible with the subject of the Contract and where applicable and in accordance with the provisions of Legislative Decree 81/2008 and as amended and supplemented, The Customer undertakes to provide the Company with information on the specific risks existing in the environment in which it is intended to operate and on the prevention and emergency measures adopted by the Customer itself, in relation to its activity, i.e. the declaration on the existence or otherwise of interference risks, and where necessary, the drafting and delivery of the Single Document for the Evaluation of Interference Risks.

24 COMMUNICATIONS

24.1. All communications concerning the Contract shall be made in writing and shall be considered effectively delivered or notified if delivered by registered letter, courier or PEC to the addresses indicated in the Contract.

24.2. All communications sent under this Article shall be deemed to have been received by the addressee (i) if sent by courier or registered letter with acknowledgment of receipt, on the date of signature of the return receipt itself, or (ii) if sent by PEC at the time of its receipt.

24.3. Any change to the legal domicile or addresses indicated above must be communicated immediately, in the manner provided for in this article. Until the Parties have proceeded to notify such changes in the manner illustrated above, communications executed under these rules to the addresses and persons indicated above shall be deemed valid.

25. MISCELLANEOUS PROVISIONS

25.1 changes.

25.1.1. Each Contract shall constitute the entire agreement reached by the Parties in relation to the object of the same and will exceed all previous contracts, agreements and/or understandings, written or oral, (if existing) previously concluded and/or reached by the Parties on the same subject matter.

25.1.2. No agreement or covenant for modifying or expanding the Contract shall be binding on any of the Parties, except that it is made in writing, expressly relates to the Agreement and is signed by the Parties or by their respective duly authorized representatives. In particular, if the Customer, during the term of the Contract, requests modifications to the Contract from the Company, the Company undertakes to evaluate their feasibility and, where there is no technical or managerial impediment, the Parties will agree the additional consideration due by the Customer for the requested variation, by written agreement amending the current Contract. In the event of failure to reach an agreement, the Contract shall continue under the conditions originally agreed.

25.1.3. By partial derogation of the above, the Company may modify the technical and qualitative specifications of the Goods and/or Services, the Consideration, as well as these General Conditions, unilaterally due to supervening technical, economic and management needs, which will be specifically communicated to the Customer.

25.1.4 The changes established at point 23.1.3. will become effective from the date the communication is sent from Akito S.r.l to the Customer.

25.1.5. In the event that any of the provisions of the Agreement are declared null, invalid or ineffective, such defect will not affect the remaining provisions of the Agreement itself. The Parties shall be released from compliance with the rights and obligations under the provisions declared null, invalid or ineffective, but only to the extent that such rights and obligations are directly conditioned by such nullities, ineffectiveness and invalidity. In such a case, the Parties shall negotiate in good faith the replacement of null or invalid provisions by other valid and effective ones that resume, as far as possible, the original intention of the Parties.

25.2. Assignment of the Contract

25.2.1. The Customer may not assign and transfer, in whole or in part, the Contract without the prior written consent of the Company.

25.2.2. The Customer acknowledges and authorizes the Company to assign and transfer to third parties the Agreement, the rights (including credit rights) as well as the obligations arising from it. The Company will inform the Customer of the assignment in the manner of art. 22.

25.3. Taxes and taxes

25.3.1. Any taxes or duties arising out of or relating to the activities covered by this Agreement, or applicable to the Consideration, shall be borne by the Customer.

25.4. Tolerance

25.4.1. Where one of the Parties condones conduct by the other Party that may represent a breach of the provisions of the Contract, this shall not constitute a waiver of rights under the provisions violated or of the right to request the strict fulfillment of all the terms and conditions referred to in the Contract itself. Without prejudice to the foregoing, the failure or delayed exercise by a Party of one of the rights, powers or faculties under the Agreement shall operate as a circumscribed waiver of the individual case and shall not prevent the even partial exercise by that Party of any other of its rights or faculties under the Agreement.

25.5. Independence of Parties

25.5.1. In order to avoid any doubt, the Parties expressly and mutually acknowledge that, by signing the Agreement, they do not intend to create any association, joint venture, joint venture or the like between the Customer and the Company.

25.6. Attempt at conciliation

25.6.1. Pursuant to Article 1, paragraph 11 of Law 249/97, for disputes identified by measures of the Italian Communications Regulatory Authority (AGCOM) that may arise between the Parties, the Parties, before acting in court, are obliged to attempt conciliation before the aforementioned Authority in the manner and within the time limits set forth therein.

26. COMPETENT COURT

The competent Court for any dispute relating to this contract shall be that of Perugia.

27. SPECIFIC ACCEPTANCE

Pursuant to and for the effects of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that he has read, examined and specifically approves the agreements of the general conditions for the provision of professional services set out above referred to in the following Articles: 5.2 Performance; 5.3 statement of responsibility; 5.4 Fulfillment; 7.2 Products of third parties. 8 Impossibility of performance; 9.3 Modification of price; 10 Payment; 11 Intellectual property; 12 Documentation; 13 warranties; 14 Limitation of liability; 16 claims by third parties; 17 Renunciation; 18 Termination; 25 Competent court