TERMS AND CONDITIONS
Agents and Tour Operators
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read these terms and conditions carefully.
General conditions of service
1. Scope of the service
- The agreement between the Principal and the Contractor is composed by the attached order form (hereinafter, the “Order form”) and by these general conditions of services (hereinafter, the “Agreement”).
- The Contractor assumes full risk for the performance of the service, undertaking to organize, perform and take care of its provision in complete independency, with its own organisation and its own means as well as to guarantee the best technical and quality standards, in compliance with the following clauses.
2. Description of the service
- The Contractor undertakes to carry ot her Service indicated in the Order form (hereinafter, the “Service”).
- Furthermore, the Contractor shall perform all activities necessary to carry out the service, even if not expressly mentioned in the Agreement.
3. Means of performance of the Service
- The Contractor shall carry out the Service in a workmanlike manner, with the required professionalism, diligence and expertise. In addition to the remedies provided by the law, the provisions set forth in Annex Terms & Conditions shall apply.
- The Contractor shall carry out the Service in complete independency and shall coordinate with the Principal for the sole purpose of the regular performance of the Service. The Contractor shall determine the time and place of his performance to ensure continuity.
- Should the Contractor use employees or coworkers, these shall be equipped with all the means necessary for carrying out the activities required, or provided for by law or regulatory provisions.
- To carry out the Service, the Contractor shall use only tools, equipment of which it has the legal availability, and, in any case, in compliance with the applicable laws or regulations, remaining at its sole burden any expense related to purchase, repair or replacement of such tools and equipment, for the entire duration of the Agreement.
- In case of difficulties in the provision of the Service, the Contractor shall inform the Principal without delay and undertake all necessary and appropriate actions to avoid or limit the potential damage caused to the Principal. Further rights and remedies provided in favour of the Principal in the event of non-compliance shall remain unaffected.
- The Agreement is open-ended and shall start from the date indicated in the Order form. Each party is allowed to withdraw from the Agreement in writing, giving the notice period indicated in the Order form.
- Should the withdrawing party fail to comply in whole or in part with the notice period indicated in the Order form, the withdrawing party shall pay to the other party an amount equal to the compensation due for the notice period.
5. Changes to the Service and inspection
- The Contractor shall not make any changes to the Service without the Principal’s written authorisation and shall not be entitled to any compensation nor reimbursement for unauthorised changes.
- The Contractor shall allow the Principal to carry out the inspection and control activity pursuant to Section 2224 of the Italian Civil Code, undertaking to collaborate and provide the Principal with the necessary support. The expenses for the aforesaid inspection and control activity shall be borne by the Principal.
- Should the rendering of the Service not proceed in compliance with the provisions of the Agreement or in workmanlike manner, the Principal shall be allowed to 4x a deadline, within which the Contractor shall comply with the aforesaid conditions. Should the established deadline expire without result, the Agreement shall be terminated, without prejudice to the Principal’s right to claim compensation for damages.
6. Compensation and payment deadlines
- The Principal undertakes to pay the Contractor the sums indicated in the Order form on the terms and conditions agreed.
- The Compensation shall be paid upon presentation of the Contractor’s accounting documents (e.g. invoices, receipts).
- The Compensation is all-inclusive and comprises, among others, the fee for all activities necessary and appropriate to render the Service, labour costs, including those concerning Contractor’s employees or co-workers, employed for the provision of the Service, social security and welfare contributions, costs for materials, insurance costs, taxes of any kind, excluding the VAT, if due. Any further costs for the completion of the Service not expressly provided in the Agreement shall be borne exclusively by the Contractor.
- Should the payment of the amounts due to the Contractor be delayed for more than 30 days from the agreed deadline, the Contractor shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code. In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party.
7. Reps and warranties
- The Contractor shall be the sole responsible for the performance of the Service towards the Principal.
- The Contractor hereby expressly represents and warrants: not to be in state of insolvency or suspension of his activities or other circumstances that might affect his solvency or hinder the regular performance of his activity; to have considered and understood all activities required the carry out the Service, the risks and the related costs and to consider the Compensation as convenient and remunerative; to possess the specific know-how, knowledge and technical skills as well as all financial and organisational resources necessary to guarantee the timely and exact execution of the Service, also considering its complexity; to have all authorizations, permits and licenses for the execution of the Agreement, required by the law or regulations.
- The aforesaid representations and warranties are an essential element of the Agreement and have determined the Principal to sign it.
- The Contractor shall indemnify the Principal from all damages caused by his employees or coworkers, used for the performance of the Service, including damages arising from loss and theft of goods.
- Furthermore, the Contractor shall indemnify the Principal from any loss, charge, cost or expense (including legal fees) due to breach of the Agreement.
8. Health and safety at work
- Pursuant to Section 26, paragraph 5, of the Italian Legislative Decree no. 81/2008, the Parties represent that the Service will not be performed within Principal’s premises or other places in the Principal’s legal availability. Therefore, there are no interference risks due to the implementation of the Agreement.
9. Contractor’s duties arising from employment relationships
- The Contractor shall promptly pay all social security and pension contributions as well as any other charges and contributions provided by the law.
- The Contractor shall provide the Principal with the following documents before starting the performance of the Agreement: certificate of registration in the Companies’ register; registration number in the social security agency INPS; registration number in the work insurance agency INAIL; a declaration with attached a list of all employees used for the performance of the Service; a copy of the communication sent to the relevant Labour inspectorate, with regards to the employees used for the performance of the Service.
- The Contractor undertakes, without prejudice to a better treatment, to apply to its employees and coworkers, work and compensation conditions not worse than those provided for by collective labour agreements applicable on the date of signing of this Agreement – even after their expiry and until they are replaced – in relation to the professional qualification and place of performance of the individual services, as well as the conditions resulting from subsequent amendments and additions to the aforementioned collective labour agreements.
- The Principal shall be allowed to perform, either directly or through other persons, companies or entities of his own trust, at any time, audits and checks on the labour register (libro unico del lavoro) and on the documents confirming the regular payment of social security contributions and, generally, on all documents the Contractor is required to keep by law. The Contractor undertakes to provide the Principal with the requested documents.
- The Contractor shall indemnify the Principal, even after the execution of the Agreement, from any claim, of any nature, made by Contractor’s employees or coworkers or by any subcontractors used in the performance of the Service, as well as by public entities (e.g. INAIL, INPS and the Ministry of Labour) for Contractor’s breach of the duties enlisted in this clause or provided by the law.
- The Contractor hereby guarantees the Principal from interruptions to the Service, due to any reason, including sudden shortages of the Contractor’s staff or resources.
- In case of failure to comply with even one of the aforesaid duties, the Principal shall have the right to suspend the payment of the Compensation, upon written notice to the Contractor.
10. Intellectual property rights
- What is created by the Contractor as result of the Agreement is in his full ownership and/or of his suppliers and is protected in Italy and abroad by copyright and other intellectual property rights. Unless otherwise authorized by the Contractor, it is forbidden to the Principal to distribute to the public, or to transfer or sub-license to third parties or, in any case, to allow the use by third parties, whether for free or upon consideration, what is created by the Contractor and/or his suppliers as result of the Agreement.
- The Principal shall retain full ownership of the data and materials supplied by him, assuming all liability for their management, with express exemption of the Contractor from any liability and burden of assessment and/or control in this regard. “Materials” are those defined as, by way of example and not exhaustively: texts, logos, trademarks, images, audiovisuals, documents, graphics, schemes, projects.
11. Confidentiality duties
- Unless otherwise provided by the law, the Contractor undertakes to keep strictly confidential, not to disclose to third parties and not to use, except for what is strictly necessary for the purposes of the Agreement, any data or information coming to his knowledge in the course or in connection with the negotiation, signing or execution of the Agreement, in any form and on any medium, such as, but not limited to, data or information of technical, technological, strategic, financial, commercial nature inherent to the Principal’s activities and organisation. In particular, the Contractor recognizes the confidential nature of the information related to operational and management methodologies, products and production processes, strategic and economic-financial plans, names of consultants, Principal’s customers and suppliers, documents and instruments, including those in electronic format, which the Contractor should become aware of in the performance of the activity referred to in the Agreement and recognizes that any right directly or indirectly connected to the use of such information is sole property of the Principal.
- The confidentiality duties set forth in this clause shall remain in force for the whole duration of the Agreement and indefinitely after its termination.
- In case of termination of the Agreement, for any reason, the Contractor undertakes to return to the Principal, within 15 days from the termination, all the material of the Principal, in paper or electronic form, received during the implementation of the Agreement, with the commitment not to keep a copy.
- Pursuant to Section 1381 of the Italian Civil Code, the Contractor shall guarantee the compliance with the aforesaid confidentiality duties by all parties who become aware of the confidential information during the implementation of the Agreement (including its employees, coworkers or third parties operating on Contractor’s behalf).
- In case of failure to comply with the aforesaid duties, the Contractor shall pay to the Principal a penalty amount equal to half of the Compensation, without prejudice to the claim for further damages. In addition, the Principal shall be entitled to terminate the agreement pursuant to Section 1456 of the Italian Civil Code. In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party.
12. Non-compete clause
- The Contractor undertakes not to enter into any agreements with other persons in current or potential competition with the Principal and shall refrain to engage in any activity directly or indirectly in competition with the Principal for the whole duration of the Agreement and for the period of 60, months, following its termination, for whatever reason.
- In case of failure to comply with the aforesaid duties, the Principal shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code. In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party.
13. Assignment of the Agreement
- The Contractor shall not assign, either in whole or in part, the Agreement or the duties arising from it to third parties, without the prior written authorization of the Principal.
- In case of failure to comply with the aforesaid duties, the non-defaulting party shall be entitled to terminate the Agreement pursuant to Section 1456 of the Italian Civil Code, In the aforesaid case, the legal termination of the Agreement shall occur forthwith after notification to the receiving party 3. Pursuant to Section 1260, paragraph 2, of the Italian Civil Code, the Contractor is not allowed to assign claims arising from the Agreement to third parties (including debt collection companies), without prior written consent of the Principal.
14. Damages caused to third parties, liability and insurance duties
- The Contractor hereby releases the Principal from any liability for damages to persons or belongings, due to the careless implementation of the Agreement, except for cases of gross negligence or willful misconduct.
- All communications between the Parties shall be made in writing with personal delivery (with countersignature for receipt), by registered mail with return receipt, by courier or certified e-mail (posta elettronica certificata), to the addresses indicated in the Order form.
- Any change to the domicile or to the addresses indicated above shall be immediately notified to the Parties, according to the procedures set forth in this clause. As long as the Parties have not notified such changes, the communications made in compliance with the above-mentioned rules and to the addresses and to the persons indicated above shall be valid.
- The Parties agree that any addition or modification to the Agreement shall be made in writing.
16. Applicable law and jurisdiction
1. The applicable law shall be the law of the Italian Republic.