Contract terms and conditions:
Art. 1 General conditions
The following general terms and conditions apply to all consulting and other services, and are the direct consequence of the contract concluded in person or electronically by the client with PRONORM Consulting srl through the PRONORMConsulting srl website, unless otherwise agreed in writing with the client. We hereby expressly deny the effectiveness of any client direction in conflict with these terms and conditions.
All additional and subsequent agreements and amendments will require PRONORM Consulting srl’s written confirmation.
Given an appropriate notice period, PRONORM Consulting srl is entitled to amend at any time these general conditions, including any and all attachments. Business relations between PRONORM Consulting srl and the client are exclusively governed by the following general conditions, in the version current at the time of signing, unless otherwise agreed.
The intellectual ownership of all products, concepts and developments offered to and/or acquired by the client along with any tasks, consulting or other services will exclusively be PRONORM Consulting srl’s. The client is entitled to use the products, concepts and developments acquired, but he is not entitled to transfer them, without PRONORM Consulting srl’s prior consent, to third parties and/or entities directly or indirectly controlled by him/her, either free of charge or upon payment.
Art. 2 Contract conclusion
The contract between PRONORM Consulting srl and the client is concluded when PRONORM Consulting srl receives back its offer signed by the client. The confirmation of receipt by PRONORM Consulting srl does not constitute acceptance of the contract.
Changes and amendments
Subsequent changes and amendments made by the client shall always need a written confirmation by PRONORM Consulting srl in order to be valid and part of this contract.
In order to perform the contract, PRONORM Consulting srl is entitled to rely on substitutes and appoint them to act on behalf of PRONORM Consulting srl, without such mandates requiring the client’s prior permission. If, at the time of concluding the contract, the need to grant mandates to third parties was not apparent, PRONORM Consulting srl will communicate it later to the client in writing, together with a statement of the associated costs. Such contract amendment is considered accepted by the client if it does not significantly change the contract and/or the client has not immediately communicated his dissent in writing.
Art. 3 Obligation to provide information
Since PRONORM Consulting srl uses the client’s data not only to perform the contract, provide services and inform the client about contracts, products, services and other marketing offers, but also for the necessary inspections by public bodies (such as municipalities, provinces, SOA organizations, certification bodies) or other third parties, the client undertakes to communicate to PRONORM Consulting srl only true information; this communication can be made by hand or electronically or by any other means, provided it is in writing. Communication of information that is false or in any way incorrect entitles PRONORM Consulting srl at any time to immediately withdraw from the contract and subsequently claim damages if, and to the extent that, such damages were suffered by PRONORM Consulting srl. PRONORM Consulting srl only certifies data receipt, it does not certify the correctness of the data provided.
Art. 4 Right to withdraw
The client is entitled to withdraw from the contract within 10 days from the date of signing. The withdrawal must be communicated to PRONORM Consulting srl by registered letter with advice of receipt to the following address: PRONORM Consulting srl, Via Marie Curie 17, 39100 Bolzano. In case of withdrawal, the client must reimburse all expenses incurred for the services provided and the work done, as well as any useful result that may have come to him up to that time, unless this cannot be in any way linked to the contract.
Art. 5 Warranty
Warranty claims can only be submitted after formal notice of default, to be sent within 14 days after the fault was discovered by registered letter with advice of receipt to the address indicated under point 4. Defects or errors notified only verbally or in any other way are not valid for placing PRONORM Consulting srl in default and do not entitle the client to damage compensation.
Unless as subsequently otherwise agreed, any further claims by the client are to be excluded, regardless of the legal right they may derive from. Consequently, PRONORM Consulting srl is not liable for damages that are directly originated by the contract; in particular, PRONORM Consulting srl is not liable for any lost profit or property damage suffered by the client. Insofar as the contractual liability of PRONORM Consulting srl is excluded, the personal liability of its employees and consultants is excluded as well.
Consulting/feasibility studies/evaluation studies Should the studies or assessments provided by PRONORM Consulting srl constitute the basis for economic decisions of the client or a third party, any PRONORM Consulting srl liability is excluded. PRONORM Consulting srl guarantees that its studies and consulting work are carried out with professional diligence. Their conclusions are evaluations and advice based on facts and data provided by the client, as well as on technical knowledge and experience of the subject matter.
Art. 6 Liability
PRONORM Consulting srl is only responsible for the means used but not the results obtained, and in any case is only liable for willful misconduct and gross negligence, not for consequential damages, lost profit or any damage that may derive from third party claims against the client.
PRONORM Consulting srl, and any external consultant appointed by it, are not liable for damages deriving from improper use of the documentation provided or the incorrect or failed implementation or failed update of it by the client.
The parties agree on the total cost of the consulting service, excluding VAT. In the event that PRONORM Consulting srl is obliged to pay compensation to the client, PRONORM Consulting srl will be liable for no more than twice the total fee paid by the client for the services covered by this contract.
All documents, data, information and recommendations contained in the consulting work we provide, in our services and, in particular, in the organizational models under Legislative Decree 231/2001, are delivered in good faith and are based on current law provisions, as well as on information and documents supplied by the client during exploration of the company situation. Except as indicated in the relevant documentation, we cannot verify nor can we guarantee the accuracy or completeness of the documents and information delivered to us. There may therefore exist documents and information that – although not made available to us – show a close connection with the subject of our consulting work and with the relevant documentation.
Any document provided as part of our consulting work was designed for the exclusive use of the client and does not lend itself to being adopted by third party companies or businesses.
Art. 6-bis 231 Safeguard clause
PRONORM Consulting srl carries out its activities in accordance with the principles of the Organizational, Management and Control Model, as well as the Ethics Code, introduced in application of Legislative Decree No. 231 of June 8th 2001. The customer/supplier agrees to the principles of the abovementioned Organizational, Control and Management Model, as well as the Ethics Code and pledges to respect the herein set out contents and values and, in general, to refrain from any conduct that may constitute a criminal offence according to Legislative Decree 231/2001.
The customer/supplier also pledges to encourage any internal or external employees or cooperators to comply with all principles of the Organisational, Control and Management Model and of the Ethics Code of PRONORM Consulting srl.
Violation of the rules of conduct laid down in the abovementioned documents constitutes a serious breach of contract.
In case of violation of the abovementioned clause as well as in case of committing an offence provided for by Legislative Decree 231/2001 by the customer/supplier or by its employees, PRONORM Consulting srl is within its rights to dissolve the present contract in accordance with Art. 1456 italian civil code. Notification of the dissolution shall be made by registered letter with return receipt or by PEC. The dissolution is effective immediate upon receipt of the notification. PRONORM Consulting srl may also claim compensation for any damage suffered.
Art. 7 Confidentiality and privacy
PRONORM Consulting srl employees and external consultants are bound by contracts that include specific clauses meant to protect the client from an improper use of confidential information acquired during the consulting work. PRONORM Consulting srl undertakes therefore, also on behalf of its personnel and any external collaborator, not to provide to third parties any information concerning the activities covered by our contracts or any information that it may in any way acquire. The client is obliged to confidentiality as regards the materials and methods used by PRONORM Consulting srl for its consulting service.
Art. 8 Payment
The client undertakes to pay the amounts indicated in the contract/order by the agreed time. In case of failed payment PRONORM Consulting srl is entitled to suspend immediately its services and demand a prompt payment for the services already provided and the expenses met. In this case, any discounts and rebates that may have been granted will no longer apply and the client will have to pay the full price of the services rendered.
Art. 9 Applicable law
This contract is governed by Italian law. Any other material law, and especially the United Nations trade law, are expressly not applicable.
Art. 10 Place of fulfillment
The place of fulfillment is Bolzano.
Art. 11 Court of Jurisdiction
The Court of Bolzano is the sole competent to settle any other dispute.