T&C

1. Scope of application

1.1. These general terms and conditions (“GTC”) of connexx GmbH, Mendelstraße 21, 39100 Bozen (BZ) Italy (“connexx”) regulate all delivery framework agreements and/or individual purchase agreements and/or service framework agreements and/or individual service agreements with the Customer in-house. and abroad, unless different agreements have been expressly made in writing in individual cases. The application of the Customer's general terms and conditions or other sales conditions of the Customer that deviate from these general terms and conditions is expressly excluded, unless otherwise agreed in writing between the parties. Contract fulfillment actions on the part of connexx do not constitute consent to contractual conditions of the Customer that deviate from these General Terms and Conditions.

1.2. In the event of the addition of other light points/lamps to existing service contracts and/or service framework agreements, these additional light points/lamps are included in the existing service agreement and/or service framework agreement, even without the need for a corresponding reference and subject to a corresponding increase in the fee, and are subject to these General Terms and Conditions .

1.3. These General Terms and Conditions (GTC) are framework conditions. After acceptance of the General Terms and Conditions by the Customer, the General Terms and Conditions automatically apply to all further contracts and agreements that connexx concludes with the Customer, even without the need for a reference or renewed consent on the part of the Customer, unless otherwise agreed in writing between connexx and the Customer.

2. Conclusion of the Contract and Suspensory Condition

2.1. Based on the Customer's information and specifications, connexx creates a smart lighting solution, which is sent to the Customer. This transmission by connexx to the Customer represents a pure invitation addressed to the Customer to order the services and products listed in the Smart Lighting solution. It is the Customer's responsibility to send a corresponding order to connexx for the purchase of the products and the provision of services. This order, regardless of whether it contains changes to the solution provided by connexx, must be sent by the Customer to connexx and is considered a contractual offer. The contract between connexx and the Customer is only concluded

i) as soon as connexx accepts the Customer's order in writing and in full or

ii) with the start of execution of the contract by connexx (e.g. start of provision of the service requested by the Customer). Subject to the following paragraph, any other possibility of concluding a contract remains excluded, as does the conclusion of a contract by an authorized dealer without corresponding written authorization.

2.2. In the event that the customer purchases products and/or services from connexx that are individually produced for the customer or developed individually according to the customer's wishes and/or in comparison to connexx's standard products or standard services according to the customer's wishes are modified, the conclusion of the contract is also subject to the suspensive condition of written confirmation from connexx of the individual product or the modified standard.

2.3. The provision of services begins at the moment they are activated by connexx.

3. Delivery - Service period

3.1. Hardware will be delivered FCA Cortaccia/Kurtatsch (Incoterms 2020), unless otherwise agreed in writing. In any case, transport is at the Customer's risk, even if organized or paid for by connexx. Any claims against the transporter are assigned to the Customer. If shipping is delayed due to circumstances for which the Customer is responsible, the risk passes to the Customer upon notification of readiness for shipping. Place of delivery is Kurtatsch.

3.2. Except in the case of a delivery and service date that has been expressly confirmed as binding in writing, including dates for the provision of services or the activation of services, the deadlines are subject to change and are only indicative. They assume that connexx itself has been delivered on time and that the Customer fulfills its obligations in a timely and proper manner. Delays on the part of connexx do not justify termination of the contract, compensation for damages or other claims by the Customer. Even if delivery and service dates are bindingly promised, liability for delays in delivery and service is excluded, except in cases of intent or gross negligence on the part of connexx.

3.3. Delays in delivery and service due to force majeure and due to events for which connexx is not responsible and which make delivery/service significantly more difficult or impossible, not only temporarily, in particular strikes, lockouts or official orders, even if they occur at connexx's suppliers or In any case, connexx is not responsible for subcontractors, even if deadlines and dates have been agreed upon in a binding manner.

In the event of delays of more than 60 days, the Customer only has the right to withdraw, with the exclusion of claims for damages and other claims of any kind against connexx.

The Customer is obliged to accept the goods on the delivery date communicated by connexx and the Customer cannot oppose partial deliveries by connexx or cannot reject partial deliveries. If connexx terminates the contract within the meaning of Art. 15 in the event of non-receipt of the goods, the penalty stated in Art. 15 is due. Alternatively, in the event of non-acceptance, connexx can immediately demand payment of the agreed price, even if this is not yet due.

3.4. The Customer's option to terminate the contract in accordance with Article 1467 of the Civil Code is expressly excluded.

3.5. After the start of production of the products ordered by the Customer and in any case no later than after connexx has handed over the products to the transporter or in the event of failure to accept the products by the Customer, for whatever reason, the Customer's payment obligation also expires not in cases of force majeure affecting the Customer.

4. Contract duration, start of service, scope of service, price and payment

4.1. Prices quoted for the sale of hardware are FCA Kurtatsch (Incoterms 2020), unless otherwise agreed, net of VAT and other duties and taxes.

4.2. Unless otherwise agreed, the prices quoted for the purchase of services are net of VAT and other duties and taxes.

4.3. Unless otherwise agreed in writing between the parties, the Customer is owed a deposit of 50% at the time of conclusion of the contract in accordance with Art. 2 when purchasing hardware or purchasing services. Payment of the remaining purchase price will be invoiced when the goods are made available or 60 days after the start of service. Payment term is 30 days from the invoice date, unless otherwise agreed. In the event of a tacit contract extension, the same payment terms apply (50% will be charged at the start of the new contract period, 50% after 60 days). For Customers for whom credit limits exist, the payment terms can be unilaterally changed by connexx even after the contract has been concluded in order to take the credit limit and any excess thereof into account.

4.4. Invoices will be issued in accordance with current electronic invoicing regulations.

4.5. In the event of late payment, interest will be charged in accordance with Article 5, Legislative Decree 231/2002. 4.6. Suspension of payment or settlement, for whatever reason, is not permitted (solve and repeat). Without a special agreement, the deduction of a discount is not permitted. In the event of late payment, including partial payments or down payments, any discount agreements become invalid. Payments by the Customer are only deemed to have been made when they reach connexx’s business account.

4.7. If the Customer's financial situation worsens after conclusion of the contract (e.g. downgrading of creditworthiness or entries in the so-called "Centrale Rischi"), connexx is entitled to immediately declare and assert all claims against the Customer. In such a case, payment deferrals or payment deadlines that have already been granted are deemed to be revoked.

4.8. The minimum contract term for the provision of permanent or regularly recurring services is 12 months after the service has been activated. Longer contract periods must be agreed in writing between the parties. Activation usually takes place within the non-binding period of 60 days after conclusion of the contract for connexx, provided that the Customer has met all the necessary requirements for functionality.

If a contract for permanent or regularly recurring services is not terminated in writing by the Customer with a notice period of at least three months before the end of the contract, the term is automatically extended by a further 12 months. The termination must be received by connexx within the above-mentioned period and this will take effect at the end of the contract.

The provision of the service begins at the moment it is activated by connexx. connexx reserves the right to activate the service only once the contractual hardware is connected to the power grid.

4.9. Connexx may withdraw from service contracts at any time, without giving reasons, with at least 30 days' advance notice in writing, which must be sent by certified email or by registered mail with a reply, unless otherwise agreed with the Customer. The withdrawal will take effect on the date specified by connexx in the letter of withdrawal.

4.10. The scope of services to be provided contractually by connexx is stated in the offer confirmed by the Customer. Services beyond this are not part of the contract and must be agreed separately between the parties and paid for by the Customer.

4.11. Without prejudice to the provisions of the previous paragraph, if, in the course of the contract renewal, there are changes or adjustments to the services to new technological developments compared to the previous year, connexx may adjust the prices of the corresponding services for the next contract period. Should connexx use the services of third parties to provide its own services, connexx may adjust its own prices if the third parties providing the service increase their prices. In these two cases, the Customer has the opportunity to do so within 30 days of receiving the corresponding notification of the price increase from connexx or of receiving the invoice from connexx, which contains the already increased price, by sending a written notification to connexx via certified e-mail. To withdraw from the contract by email or registered letter with a reply. The withdrawal will become effective within 15 days of receipt of the letter of withdrawal. The services provided until the end of the contract will be charged to the Customer on the basis and in proportion to the price of the previous year, without prejudice to adjustment for inflation. Other price adjustments may be agreed between the parties.

4.12. When providing services based on time spent, working hours are always calculated in 15-minute units, rounded up if necessary. The applied hourly rate for services billed based on time spent is specified in the Connexx Smart Lighting solution.

4.13. Connexx is entitled to charge flat rates to reimburse travel expenses to the Customer. The applicable flat rates are specified in the Smart Lighting solution.

5. Termination of the contractual relationship for service contracts

5.1. If the contract is terminated, for whatever reason, the contractual services will be discontinued immediately. The services provided up to the end of the contract will be invoiced to the Customer by connexx, the fee being determined in proportion to the entire duration of the contract, subject to the determination in Article 15.3. Any excess payments made by the Customer due to the end of the contract before its natural due date will be refunded by connexx. In any case, connexx remains without prejudice to the possibility of offsetting any amounts that would have to be refunded to the Customer against other claims of any kind that exist against the Customer, as well as the application of article 15.3. In the event of a withdrawal by connexx, the Customer cannot claim any compensation and/or damages for the exercise of the right of withdrawal by connexx.

6. Amendments and supplements to the contract

6.1. Without prejudice to the provisions of article 4.11. With regard to the change in the fees for the provision of services, connexx has the option to unilaterally amend and supplement these General Terms and Conditions and/or the scope of the services provided in order to adapt them to any mandatory, subsequent legal provisions, also with regard to the protection of personal data, and/or to adapt them to technical progress in the provision of the services and/or to adapt them to the contractual conditions and/or to the scope of the services provided by third parties and to which connexx relies in the provision of its own services served. The above-mentioned changes and/or additions will be communicated to the Customer by appropriate means, such as email or certified email from connexx, and will come into force one month after notification. The amended and supplemented contractual conditions will be applied from their entry into force to all service contracts or service framework contracts already concluded with Customers that provide for permanent or regularly recurring services. In the event of changes to the content of the contractual conditions that are not in his exclusive interest, the Customer can do so by notifying connexx by registered letter with a reply or by certified email within 30 days of receipt of the above-mentioned notification regarding the change and/or supplement must be submitted, withdraw from the contract. The withdrawal will become effective within 15 days of receipt of the letter of withdrawal. The updated version of the general terms and conditions will be sent to the Customer upon request and the general terms and conditions will in any case also be published on the connexx website (https://www.connexx.it). In the event of withdrawal from the contract, the provisions of article 5.1 apply.

7. Retention of title

Until the goods/hardware have been paid for in full, they remain the property of connexx.

8. Complaints and warranty for hardware

8.1 Warranty period

connexx guarantees that products/hardware will not have any significant material, design or manufacturing defects within a period of one year from the invoice date. After two years from the invoice date, any liability/guarantee/warranty on the part of connexx for material, construction and manufacturing errors is excluded.

The guarantee granted applies exclusively on the condition that the products are used in accordance with the specified product and application specifications (data sheet) and have been professionally installed and put into operation. Limit values for temperatures, voltages and currents must not be exceeded. The product must not be exposed to mechanical stress that is not intended. The warranty only covers product failures caused by proven material, design or production defects and failure rates that exceed the rated failure rate. The failure of one or more control units is not covered by this guarantee, provided that the function of the entire assembly is not significantly impaired and a certain, unavoidable nominal failure rate remains below.

8.2 Warranty services

connexx does not guarantee that the products are suitable for the Customer's specific use.

The guarantee service basically only includes the delivery to the Customer of the same or equivalent replacement products, with the exclusion of any further claims or demands by the Customer for any higher damages or for lost profits. The reimbursement of all costs for the replacement and dismantling of defective products on site and for the installation of replacement products (such as for installation and dismantling, transport of the defective and the repaired or new product, disposal, travel and travel time, etc.) also remains excluded. lifting devices, scaffolding).

Without prejudice to the previous paragraph, only connexx - and not the Customers - is entitled, instead of delivering a replacement, to inspect and repair the defective products either at one of its locations or at the Customer's location, either itself or through commissioned third-party companies. In this case too, all costs that go beyond the actual repair costs, such as costs for installation and removal, disposal costs, lifting devices, scaffolding, are borne by the Customer.

Only in the event that the Customer has a more extensive claim than just replacement delivery within the framework of this contract due to applicable binding legal regulations, he must document this in advance in writing to connexx, cost estimates for the exchange and installation of replacement products on site, or for repair on site, must be submitted in writing and connexx must be granted in writing the opportunity to carry out the replacement and installation or repair itself or through third-party companies commissioned by connexx, otherwise the right to reimbursement of any costs will be lost.

Any replacement products or repair components may contain new or recycled materials that are equivalent or superior to new products or parts in terms of performance and reliability. The functionality of all replacement products and repair components is equivalent or superior to that of the product being replaced. connexx warrants that replacement products or repaired products will be free from defects in materials or workmanship for the remainder of the applicable warranty period for the product being replaced or repaired. Otherwise, the same requirements, conditions, scope and exceptions of the guarantee apply as for the original defective product.

The guarantee expires immediately if changes or repairs are made to the goods without written consent, or if the goods are installed improperly or by unqualified personnel. Due to technical progress and changes due to use, there may be differences in the properties compared to the original products. If the products are to be used in a critical environment in terms of temperatures, humidity, salty air, etc., this must first be coordinated with connexx. In these cases, connexx will verify whether special processing or materials are necessary to guarantee the service life of the product.

Claims for warranty service only exist if the following cumulative conditions are met and if the Customer proves that these conditions were fulfilled, in writing only where applicable:

1) The product was used, professionally installed and put into operation in accordance with the specified product and application specifications (data sheet).

2) No changes or repairs (hardware or software) were made without the written consent of connexx.

3) The work defined according to the assembly and operating instructions was carried out and its execution was documented accordingly.

4) The limit values for temperatures, voltages and currents were not exceeded.

5) Defects are not due to unforeseen and unforeseeable events, such as coincidence and/or force majeure, electrical discharges, lightning, surges, which cannot be attributed to defects in the manufacturing process of the product.

6) The product was not exposed to any mechanical stress that was not intended.

7) The installation of the product in a special environment, which could affect the service life of the product, was coordinated with connexx.

8) The product was been paid for in full in accordance with the purchase agreement.

9) Claims for warranty service were communicated in writing by email to mailto:support@connexx.it no later than fifteen days from the discovery of the alleged defect..

10) Where the planning and calculations were not carried out directly by connexx, the Customer must provide written proof that the planning and calculations carried out by the Customer himself or by third parties correspond to the prescribed product and application specifications (according to the data sheet).

8.3 Enforcement of warranty claims

The presentation of the purchase contract or a corresponding invoice is a prerequisite for claiming the guarantee. The guarantee claim is immediate and at the latest within the time specified in Art. 7.2. stated deadline after the occurrence of a defect by email to support@connexx.it. Defective products must be sent to connexx for inspection within 30 days of receipt of the replacement goods. If no defect can be identified during the inspection, the warranty claim does not exist or the goods have not been returned, connexx is entitled to demand reimbursement of the costs for determining the cause of the damage and for the replacement goods from the Customer. The components or products replaced by connexx in the event of a warranty claim become the property of connexx.

9. Complaints and warranty for services

9.1. connexx does not guarantee that the Services are suitable for any specific or particular purpose of the Customer. The continuous availability and security of the platform or software (e.g. against cyber attacks) is not guaranteed. Unless otherwise agreed between the parties, software, including in the form of software as a service (Saas), and applications are provided as is. Defects and/or errors in the Services must be reported and reported in writing by the Customer within 48 hours of discovery. Before the Customer can exercise other remedies provided for by law and subject to the provisions of the following sentence, the Customer grants connexx the possibility, if connexx is obliged to provide a guarantee, to remedy the defects and/or damage to the Services reported by the Customer, to fix or attempt to fix the affected service by means of repair or maintenance intervention. However, the Customer's right to request a reduction in the fees already paid or still to be paid to connexx is expressly excluded if the Customer requests a guarantee and/or complains about defects and errors.

9.2. If a permanent or regularly recurring service is not available for a non-continuous period of more than 1 week per month, the Customer is only entitled to a proportional reduction in the fee for the provision of the service, without the possibility of asserting compensation or other claims. Problems with or unavailability of the Internet connection necessary for proper functioning cannot be blamed on connexx.

9.3. The guarantee period for permanent or regularly recurring services is one year from activation.

9.4. In any case, no warranty is provided for connexx's maintenance and Customer service.

10. Disclaimer

10.1. Given the current state of technology, it is not possible to create and use hardware and software as well as network/telematics-supported services in such a way that they work error-free in every combination of applications and under all technical and external conditions. This applies in particular because connexx's software, location and data transmission services are also dependent on data collection, processing and transmission by third parties as well as on the availability and functionality of telecommunications networks and other third-party networks, on whose performance connexx has no influence has.

connexx is therefore solely responsible for striving to ensure the greatest possible availability and functionality of the hardware, software and location and data transmission services provided and to be provided in accordance with the current state of technology. Since they are based on GPS, GSM or Internet technology, this availability and usability of the services in question can only be guaranteed to the extent that these technologies are provided by a reliable, state-of-the-art provider.

connexx is not liable for the occurrence of economic success, in particular not for the achievement of savings or other economic advantages on the part of the Customer.

connexx is exempt from the contractual provision of services if a domestic or foreign public institution (e.g. authority, court, etc.) orders, instructs or threatens to discontinue or partially discontinue the service in one or more countries and arises from a change in the legal situation corresponding ban results.

connexx is exempt from providing the contractual services if a domestic or foreign public body (e.g. authority, court, etc.) decides to limit or change the scope of the assigned telephone numbers for the provision of services in one or more countries.

connexx is exempt from providing the contractual services if a domestic or foreign public body (e.g. authority, court, etc.) decides to prohibit the provision of the roaming service for SIM cards or “permanent roaming users” in one or more countries to block or prohibit or if a change in the legal situation results in a corresponding ban.

10.2. connexx is only responsible for the provision, operation and access to the platforms. The Customer is responsible for all settings/configuration of the software or on the platform (e.g. setting the sensors, setting the luminosity, etc.), even if these are made by connexx on behalf of the Customer and connexx assumes no liability for this. The Customer also declares that he is aware that without access to the platform or without using services, the contractual hardware only functions to a limited extent, cannot be configured and, under certain circumstances, functional failures may occur. connexx also assumes no liability for any damage caused to the Customer as a result.

10.3. connexx also assumes no liability for damage caused by the Customer due to failure to comply with these general terms and conditions or other agreements concluded between the parties, as well as for damage that can be attributed to the following circumstances:

1. Coincidence or force majeure;

2. Events that are beyond the control of connexx, such as disruption of telecommunications systems, networks or interruptions in the power supply;

3. Changes to the system, networks, platform or hardware carried out by the Customer or by third parties without connexx's consent;

4. Misuse and/or improper and/or non-contractual use of the contractual products or services by the Customer;

5. Viruses or cyber attacks;

6. lack of availability of certain services and/or products, as well as lack of operability of certain services and/or products or lack of interoperability of certain services and/or products;

7. Failure to comply with or breach the obligations to cooperate in accordance with Article 10 on the part of the Customer and/or the Customer's (end) Customer.

10.4 Limitations of liability

Without prejudice to the mandatory applicable legal provisions, connexx assumes no liability, apart from the above-mentioned guarantees, for damage suffered by the Customer, both direct and indirect, including damage caused by the unavailability of services or products. Unless otherwise agreed, connexx's liability is in any case limited to the fee paid by the Customer for the service and/or product for which the Customer reported the occurrence of defects and/or errors in a timely manner and for which connexx is obliged to provide a warranty and/or assume liability to the Customer for defects, errors and/or malfunctions. For permanent or regularly recurring services, the liability amount is limited to one (1) annual fee for the provision of the service.

10.5. The exclusions of liability in favor of connexx do not apply in cases of intent or gross negligence on the part of connexx.

11. Responsibility and obligations to cooperate of the Customer

11.1. The Customer undertakes to use SIM cards provided by connexx only to establish their own communication between the contractually agreed hardware, the lights and the software of connexx and in connection with the contractually agreed hardware delivered or released by connexx and this obligation also to impose on its (end) Customers. In particular, he is not permitted to forward connections established by a third party using a SIM card provided by connexx, regardless of type and origin, via switching or transmission systems (e.g. "SIM boxing"). The Customer may not violate criminal laws or youth protection regulations, infringe the rights of third parties, access, store or make available to third parties any illegal or immoral content, refer to offers with such content and not set any links to such pages (e.g. hyperlinks). connexx points out to the Customer that the unsolicited transmission of information and services, e.g. B. unwanted and unsolicited advertising via email, SMS, fax or telephone is prohibited by law in certain circumstances. The Customer may not use the SIM cards or the services provided to establish permanent voice or data connections in the sense of a leased line or to establish connections for which the Customer or a third party makes payments or due to the connection or the duration of the connection destination receives or is to receive other assets in return. If the SIM cards provided to the Customer by connexx are passed on to a third party, the Customer is liable for the behavior/use by the third party.

11.2. The Customer may only pass on the goods and services to his (end) Customers if this is separately agreed in the contract. Provision of services to its (end) customers and responsible for all obligations arising from the agreements between the customer and its (end) customers. The Customer must ensure that he can also enforce the obligations under the contract against his (end) Customers.

11.3. The Customer is responsible for using the goods and services only to the extent provided for in the terms of the contract. The Customer is responsible for any improper use of the goods and services by the Customer and its (end) Customers.

11.4. If contractually agreed with the Customer and if the goods and services of connexx have been passed on by the Customer to the Customer's (end) Customer with the consent of connexx (e.g. because they are integrated by the Customer into lights that are sent to an (end) Customer are sold), connexx takes over the processing of warranty claims of the Customer's (end) Customer regarding the goods and services of connexx, as well as Customer service, maintenance and support regarding the goods and services by connexx.

11.5. As soon as the Customer suspects fraudulent use of a service or discovers that a SIM card or a device containing a SIM card has been stolen or lost, or that a person has used the SIM card or device in breach of contract or unlawfully has used it in a manner, he must notify connexx immediately after discovering the fraud, loss, theft or misuse. In addition, the Customer must immediately arrange for the affected SIM card(s) and the service to be switched off or request this from connexx. The Customer is responsible for all costs and procedures resulting from the abusive or fraudulent use of the Service by the Customer, its (end) Customers or the Users. Replicating or cloning physical access devices or electronic tags to enable multiple sessions is prohibited. connexx is entitled to discontinue or change a service immediately and without prior notice if it is determined that a service is being used fraudulently. The Customer must work with connexx to determine and resolve the causes.

11.6. The hardware contains a SIM card. Ownership of this SIM card remains with connexx. The SIM card must be returned to connexx immediately after the end of the contract.

The SIM card must be returned to connexx immediately after the end of the contract. Any other use (particularly in other devices) is expressly prohibited. A violation of this regulation constitutes a material breach of contract.

11.7. It is the responsibility of the Customer or the Customer's (end) Customer to ensure and maintain the necessary connection to the power supply network of connexx's contractual hardware and, if necessary, to establish a connection to the Internet.

11.8. It is solely the responsibility of the Customer and/or third parties commissioned by the Customer to install the contractual hardware from connexx into lamps and/or to connect them to lamps.

11.9. The Customer also undertakes

- Not to carry out “reverse engineering”, subject to any legal exceptions, not to create or have created other applications by copying the contractual hardware or software and not to attempt, even with the help of third parties, to hack the contractual hardware or software “interfere with operations;

- not to misuse or illegally use the contractual products and/or services and not to violate any usage restrictions or usage restrictions imposed by third-party service providers that connexx uses to provide its own services;

- to use the contractual products and/or services properly and in accordance with the instructions/specifications of connexx and/or a third party manufacturer;

- if necessary, changing batteries/accumulators for the hardware as needed

- Not to grant third parties access to the products and/or the platform, the software or the services without the consent of connexx.

11.10. The customer is obliged to take the necessary protective measures in the area of data protection and electronic communication, as well as to inform and inform its own employees and/or employees in this regard. Without prejudice to the provisions of Article 10, connexx assumes no liability for any damage suffered by the customer resulting from the lack or insufficient application of protective measures and/or the lack and/or insufficient training of staff.

11.11. The Customer undertakes to indemnify and hold connexx harmless from any claims, including damages, brought against connexx by any third party and resulting from the breach by the Customer of one or more of the obligations provided for in this article 10.

12. Customer service/Maintenance service/updates – End-Of-Life

12.1. Without prejudice to any warranty claims of the Customer against connexx within the meaning of these General Terms and Conditions or due to mandatory applicable legal provisions, the Customer has no claim from connexx to the provision of Customer service/maintenance service, nor to the provision of support packages, updates, patches or other improvements to the software and Services from connexx if the Customer has not concluded a corresponding service/support contract with connexx or requests or orders support/updates/patches/improvements on a specific basis against payment. Accordingly, connexx assumes no liability to the Customer for any direct or indirect damage that the Customer may incur and which may be due to a lack of maintenance, a lack of updating or, in any case, a lack of system maintenance of the software and services.

12.2. connexx does not guarantee that the hardware or software products provided to the Customer will be continuously updated and/or produced for a specific period of time and/or that maintenance and Customer service will be available for the products and/or services for a specific period of time. This applies to both hardware or software products developed and distributed directly by connexx as well as products supplied by third parties. connexx and/or third parties may terminate the update and/or production and/or maintenance and Customer service for the hardware and software products at any time (so-called “end-of-life” or “EOL”) and connexx is not liable for any damages of any kind suffered by the Customer due to the lack of updating of the Products, the lack of maintenance and after-sales service or the incompatibility of these Products with other systems and/or products of the Customer. In the event of an “end-of-life”, it is the Customer’s responsibility to replace the products and/or services in a timely manner.

13. Prohibition of cession

13.1. In the event of an “end-of-life”, it is the Customer’s responsibility to replace the products and/or services in a timely manner.

14. Right to suspension

14.1. If the Customer does not meet his payment obligations, including with regard to partial payments or down payments, in full and on time and/or the Customer has not fulfilled obligations that are necessary for the execution of the contract, in particular all technical and contractual details, preparatory work and preparatory measures connexx has the right to suspend its own contractual services until the advance payments have been paid in full and/or until the Customer has fully fulfilled his obligations. In the event of a suspension, the Customer cannot claim any damages or other compensation from connexx for any damage suffered as a result of the suspension.

15. Intellectual property and copyrights

15.1. Unless otherwise agreed in writing, the conclusion of a contract between the parties has no influence on the ownership and rights of use of trademarks, patents or other intellectual property in relation to the products or services, in particular in relation to the platform or software. All intellectual property rights are retained by connexx.

15.2. Drawings and other documents that are handed over to the Customer during contract negotiations are protected by copyright, remain the property of connexx and may only be made accessible to third parties with the prior express and written consent of connexx. Unless a contract is concluded, all documents handed over must be returned immediately upon request by connexx, without the Customer being entitled to retain copies of the drawings and documents in any form.

15.3. The Customer expressly acknowledges that the Connexx software, even if it is provided in the form of a Software as a Service (SaaS), is the property of Connexx and/or third parties and the Customer therefore has no right to economic use of the software beyond the provisions provided for in the contract. Software, parts of the software, modules and/or applications created and/or developed by Connexx and/or third parties based on the Customer's specific information and requirements and the corresponding source codes (collectively referred to as “personalized software”) remain the property Connexx and/or the third party and the Customer are only granted a right to use the personalized software in accordance with the contractual provisions and limited to the duration of the contract. Unless otherwise agreed with the Customer, the personalized software can be used freely by Connexx for its own commercial activities and can also be offered to other Customers.

16. Express termination clause

16.1. connexx has the right to terminate the contract, as well as individual contracts concluded on the basis of a framework agreement, in accordance with Article 1456 of the Civil Code and after the expiry of a final period of 10 days for fulfillment, which must be communicated to the Customer in writing, in the following cases:

a) Failure to accept the goods by the Customer, for whatever reason, from a delay of more than 14 days after the delivery date communicated by connexx;

b) Non-compliance by the Customer with the following clauses of the General Terms and Conditions: Article 10.1., 10.2., 10.3., 10.4., 10.5., 10.6., 10.7., 10.8., 10.9. 10.10, 10.11. and 12.1.

c) Failure by the Customer to pay any sums owed by the Customer for more than 30 days;

d) bankruptcy of the customer or the opening of other insolvency proceedings to the detriment of the customer;

16.2. In the event of termination of the contract due to non-performance by the customer, also within the meaning of this article, the customer is obliged to pay a penalty of 15% of the gross invoice amount with regard to the delivery of hardware and one-off services, subject to the assertion of a higher amount Damage on the part of connexx.

16.3. In addition to the previous paragraph 15.2. In the event of termination of the contract due to non-performance by the customer, connexx has the right to withhold as a penalty any fees already paid by the customer for permanent or regularly recurring services which the customer cannot use due to the termination of the contract, always subject to Claiming higher damages.

17. Applicable law, place of jurisdiction

17.1. Italian law applies, with the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for any disputes is Bolzano, Italy.

18. Data protection clause

18.1. The parties undertake to process the personal data in accordance with EU Regulation No. 679/2016 and the respective applicable national legal provisions.

19. Final provisions

19.1. Any change and/or integration of the contract can only be made by means of a private document signed by both parties, otherwise the same will be null and void. It is expressly excluded that this clause can be modified tacitly or by implication.

19.2. Should individual provisions of these General Terms and Conditions be or become wholly or partially void, ineffective or unenforceable, this will not affect the validity of the remaining conditions.

connexx GmbH – January 2023