Last Update: 28.02.2022
A. General and scope of application, restriction to commercial customers
- These General Terms and Conditions (hereinafter also referred to as "GTC") shall apply to all direct and indirect orders placed by commercial customers for products (hereinafter also referred to as "Products") offered in the PwC Store of PwC Business Services Srl, Piazza Tre Torri n. 2, 20145 Milano, PwC TLS Associazione Professionale di Avvocati e Commercialisti, Piazza Tre Torri n. 2, 20145 Milano and PwC Services Srl, Piazza Tre Torri n. 2, 20145 Milano (hereinafter also referred to as "PwC" or "we/us"), accessible under the domain store.pwc.it (hereinafter also referred to as "PwC Store").
- Our PwC Store is aimed exclusively at customers who are entrepreneurs within the meaning of Article 2082 of the Italian Civil Code, a legal entity under public law or a special fund under public law.
- Contracts concluded via the PwC Store are concluded on the basis of these GTC. The GTC shall also apply to all future business relations with the customer, even if they are not expressly agreed again.
- The GTC applies exclusively. Any deviating, conflicting or supplementary General Business and Purchasing Conditions of the customer shall not apply, even if PwC does not separately object to their application in the individual case. This shall apply in particular also if PwC, being aware of the customer’s General Business and Purchasing Conditions, starts to provide the services to the customer without reservation.
- Individual agreements made between us and the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. The content of such agreements shall be governed by a written contract or written confirmation by us.
- References to the application of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded by these GTC.
- The current version of these GTC can be accessed and downloaded from the PwC Store at any time.
B. Registration in the PwC Store, restrictions on use
- When registering, customers act through their representatives or through the employees/staff members authorised by the customer for registration (hereinafter also referred to as "users"). The following information and data are required during registration:
- First and last name of the user
- business email address of the user
- company of the user
- company address
- The user provided during registration shall be deemed to be authorised to represent the customer and shall have the necessary decision-making powers and authority to use the PwC Store. The customer is obliged to immediately update any changes of the user in his customer account. Both the user name and the password of the customer account must be treated confidentially. The customer is responsible for all activities and actions performed under his log-in. The customer shall notify us immediately if his user name, password or customer account is used in an unauthorised manner or if there is any other breach of security.
- We provide the PwC Store and its functionalities without undertaking any specific availability. In particular, necessary maintenance work, compelling security reasons and events outside our control (e.g. disruptions of public communication networks and the Internet, power failures or similar events) may lead to disruptions or temporary outages of the PwC Store. We are entitled at any time to change the PwC Store or to discontinue the provision of the PwC Store in whole or in part. The functionalities of the PwC Store functionalities may be individually changed or completely removed by us at any time. In doing so, we will take into account the legitimate interests of our customers. In particular, we reserve the right to make changes to adapt the PwC Store to the state of the art, to make changes to optimise the PwC Store, in particular to improve user-friendliness, and to make changes to content, such as those required to correct errors, to update and complete content, to optimise programming or for licensing reasons.
- We may temporarily restrict or suspend customers' access to the PwC Store at any time if this is necessary with regard to the security or integrity of our servers or to implement mandatory technical measures; in particular, to protect against attacks from the Internet (e.g., in the event of so-called "denial of service" attacks).
- The PwC Store contains content (text, graphics, photographs, software, etc.) that is protected under the relevant statutory provisions. The content may therefore be subject to copyrights, trademark rights, patents or other industrial property rights. We and our respective licensors are exclusively entitled to the rights to this content. The content may only be used in the context of the contractual use of the PwC Store. Furthermore, such content, in particular texts, graphics and photographs, may not be edited, downloaded, reproduced, rented, lent, leased, sold, made publicly available or distributed in any other way without our express consent.
- The presentation of the Products in the PwC Store does not constitute a legally binding offer, but a non-binding invitation to place an order (invitatio ad offerendum).
- The contract terms with details of the Products you are interested in, including these GTC will be sent to you by email with acceptance of the contract offer. The contract can be concluded in the following languages: Italian, English.
D. Price and terms of payment
- All prices stated in the PwC Store are exclusive of the applicable statutory value-added tax.
- The contractually agreed remuneration shall become due upon receipt of the order confirmation by you.
- Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or non-appealable or arise from the same order under which the delivery in question was made.
E. Delivery and retention of title
- PwC shall deliver the Products in accordance with the agreements made with you. Digital publications ("Booklets") will be made available as downloads via the PwC Store after Registration. There, the Booklets can be accessed and downloaded at any time.
- In the absence of any other agreement, when software is purchased, the software shall be provided to the customer in the version at the time of conclusion of the contract together with the associated application documentation (generally in electronic form in the help function of the software). PwC shall effect the transfer of the software by either (i.) making the software available for download via the Internet, at PwC's option (ii) through a license to which clients will be able to login to a dedicated area.
- If the delivery or provision of the Products is delayed or temporarily impossible due to circumstances that could not have been foreseen by PwC even by exercising the utmost care that could reasonably be expected (e.g. epidemic, pandemic, fires, explosions, power failures, earthquakes, floods, severe storms, strikes, embargoes, acts of civil or military authorities, war, terrorism (including cyber-terrorism), a network failure for which PwC is not responsible (hereinafter "Force Majeure"), then performance periods shall be extended by a period corresponding to the duration of the existence of the Force Majeure plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying us in writing. If Force Majeure makes it considerably more difficult or impossible for us to provide the delivery or service and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract.
- Upon payment you will be granted either with access or with a locally installed version of the software. If you are in default of payment for more than 14 days, we have the right to withdraw from the contract and to reclaim the Products or to demand from the customer to destroy any copies that may have been made.
- Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport. We are entitled to make partial deliveries if
- the partial delivery is usable for the customer within the scope of the contractual intended purpose,
- the delivery of the remaining ordered Products is ensured and
- the customer does not incur any significant additional expenses or costs as a result (unless we agree to bear these costs).
F. Defects of quality and title, limitation period
PwC warrants the agreed quality of the Products in accordance with the rules of the sales law.
The customer shall notify PwC without undue delay of any defects, stating the information known to it and relevant for their detection. The customer shall, within the bounds of reasonableness, take measures to facilitate the identification of the defects and their causes. At the request of PwC, a product which is the subject of a complaint shall be returned to PwC carriage paid. In the event of a justified complaint, PwC shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the product is located at a place other than the place of intended use.
In the event of defects as to quality, PwC shall first be obliged and entitled to remedy the defect or to make a replacement delivery at its discretion within a reasonable period of time. The remedy of a defect may also take the form of instructions to the customer. The customer shall follow such instructions.
In the event of defects of title, PwC shall provide warranty by way of subsequent performance. For this purpose, PwC shall, at its option within a reasonable period of time, procure for the customer at its own expense the necessary right to use the infringed rights or replace the product or modify it in such a way that it no longer infringes the rights but continues to comply with the contractual agreements.
If the subsequent performance fails, the customer shall be entitled to set a reasonable grace period for the rectification of defects. In doing so, he shall expressly point out in writing that he reserves the right to withdraw from the contract and/or demand compensation in the event of renewed failure. If the rectification of the defect also fails within the additional period, the customer may withdraw from the contract or reduce the remuneration if the defect is not only insignificant. PwC shall provide compensation for damages or reimbursement of futile expenses due to a defect within the limits set out in Section G.
If third parties assert claims that prevent the customer from exercising the rights of use granted to it under the contract, the customer shall inform PwC immediately and comprehensively in writing. The customer authorises PwC to take legal action against third parties in and out of court on its own. If the customer is sued, it shall leave conduct of any action or any settlement solely up to PwC. PwC is obligated to defend the claims at its own expense and to indemnify the customer against all costs and damages associated with the defense of the claim, unless such costs and damages are based on the customer's conduct in breach of duty.
Claims based on defective Products shall become statute-barred within one year from delivery or provision (as well as notification of the same to the customer) of the product to the customer. In the event of intent or gross negligence on the part of PwC, fraudulent concealment of the defect, personal injury or defects of title the statutory limitation periods shall apply.
- PwC shall be liable without limitation for damages caused intentionally or by gross negligence, for damages resulting from injury to life, body and health, for damages giving rise to a duty to compensate.
- In the event of ordinary negligence, PwC shall only be liable to the extent of a breach of material contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer could reasonably rely. Otherwise, liability for damages caused by slight negligence is excluded. Section G.1. remains unaffected.
- In the event of a simple negligent breach of material contractual obligations by PwC, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. The foreseeable damage typical for the contract is the damage that PwC foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or that PwC should have foreseen by exercising due care. Indirect damages and consequential damages which are the consequence of a failure to perform in accordance with the contract shall furthermore only be compensable to the extent that such damages are typically to be expected when using the Products as intended. Section G.1. remains unaffected.
- In the cases of section G.3., the liability of PwC is limited per case of damage. If, in the Customer's opinion, the foreseeable contractual risk not only exceeds the maximum liability amount to an insignificant extent, PwC is willing to agree on an appropriate higher liability amount against payment of an appropriate fee for the risk assumption, provided that insurance cover can be provided for this purpose.
- In the event of loss or destruction of data, PwC shall only be liable to the extent that PwC caused the loss or destruction intentionally, by gross negligence or due to a breach of a material contractual obligation. In the above case, PwC's liability for a simple negligent breach of a material contractual obligation shall be limited to the amount of the damage that would have been incurred even if the customer had properly backed up the data.
- If several claimants derive claims from the contract from a simple negligent breach of material contractual obligations pursuant to Section G.3. of PwC, the maximum liability referred to in Section G.4. shall apply to the relevant claims of all claimants in total. The maximum liability amount shall only be available to the customer and the other claimants jointly and once.
- The above provisions on limitation of liability also apply to the personal liability of PwCs’ employees, representatives and governing bodies.
- Claims for damages and claims for reimbursement of futile expenses of the customer shall become statute-barred within one year. This shall not apply to claims for damages and claims for reimbursement of futile expenses due to injury to life, body or health and in the case of breach of a quality guarantee. Furthermore, this shall not apply to claims based on an intentional or grossly negligent breach of duty by PwC or a legal representative or vicarious agent of PwC.
H. Supplementary Terms of Contract for Digital Publications (Rights of Use)
When purchasing or downloading digital publications ("booklets"), no ownership is granted to the customer. The customer is granted a simple, non-transferable right, revocable before full payment of the agreed fee (where applicable), to use the respective booklet to the agreed extent for the customer's internal use. Passing on the booklet to third parties or copying for third parties is not permitted. Furthermore, processing, making publicly available, forwarding and/or publishing, placing on the Internet or in other network media against payment or free of charge, resale and/or any other type of use for commercial purposes is expressly not permitted.
I. Supplementary contractual conditions for the purchase of standard software
- The source code of the software is not subject matter of the contract and will not be handed over to the customer.
- The functional scope of the software and the technical requirements for use are specified in the product description for the respective software. However, the information in the product description is not to be understood as a quality guarantee for the respective software, unless it is expressly designated as such in the product description. Further information about the software, e.g. in brochures, on Internet pages or in the context of oral presentations, shall not be deemed to be information about the quality of the software unless this information is also expressly stated in the product description.
- Unless expressly agreed in the contract with the customer, PwC shall not owe any further services, in particular installation, setup, consulting, customisation and/or training services.
- All rights to the software are exclusively owned by PwC or the respective licensors of PwC. The software is protected by copyright law and international agreements for the protection of intellectual property.
- The customer is granted by PwC a simple and temporally unlimited right, revocable prior to full payment of the agreed fee, to use the software provided in the object code to the agreed extent (e.g. with regard to the maximum number of users) for internal purposes.
- The right of use is limited for the country of destination agreed between the parties in which the software is to be used. In the absence of an express agreement, the right of use shall be granted exclusively for the country in which the customer has its place of business.
- The right of use includes the right to install and reproduce the software, as far as the respective reproduction is necessary for the contractual use.
- The temporary or permanent provision of the software in the computer center for third parties (e.g. as "Software as a Service"), sublicensing and leasing are not permitted.
- The customer may make backup copies of the software to the extent necessary in accordance with the rules of technology. Backup copies on movable data carriers shall be marked as such and provided with the copyright notice of the original data carrier.
- The customer is not granted any rights to edit the software and may only carry out edits if this is expressly permitted by mandatory laws or contractually agreed. PwC points out that even minor changes may lead to significant, unforeseeable disruptions in the operation of the software.
- The customer is entitled to decompile the software only within the limits of Article 64-quarter Law 633/1941 and only if PwC has not provided the necessary data and/or information to establish interoperability with other hardware and software after a written request within a reasonable period of time. The customer may not entrust decompilation measures to third parties that are competitors of PwC, PwC TLS or PricewaterhouseCoopers Services, unless it can prove that the risk of disclosure of important trade and business secrets (in particular of the functions and design of the software) is excluded.
- Copyright notices, serial numbers, version numbers, trademarks or other identification features of the software may not be changed or removed under any circumstances. The same applies to the suppression of the screen display of corresponding features.
- As far as the software contains components of third-party software and/or open source software, for which separate license conditions of the respective right owners apply, these are indicated in the software and/or listed in the readme.txt, notices.txt and/or licenses.txt attached to the version status.
- For third-party software and/or open-source software that is part of the software, the respective license terms of the rights holder shall take precedence over these GTC.
- To the extent that the respective license terms of a third-party software and/or open source software require a right to process for the customer's own purposes and, in connection therewith, to reverse engineer for the purpose of troubleshooting a software accessing such third party software and/or open source software, PwC hereby grants such right to the customer.
- The customer has informed himself about the essential functional features of the software and bears the sole risk as to whether it meets his expectations and needs. In case of doubt, the customer shall seek advice from PwC or from competent third parties before concluding the contract.
- For the installation and operation as well as the use of the software, the installation instructions described in the product description and/or application documentation, in particular the hardware and software environment, as well as any other requirements for use (e.g. required third-party software) that must be available at the customer's premises, must be observed. The installation of a functional hardware and software environment for the use of the software is the sole responsibility of the customer. Insofar as the use of third-party software is required for the use of the software, this is not the object of the software provided, but must be acquired separately by the customer.
- The customer shall thoroughly test the software for freedom from defects and for usability in the existing hardware and software configuration prior to its use. This shall also apply to any patches, updates, upgrades and new releases and versions of the software provided to the customer after the conclusion of the contract, in particular within the scope of subsequent improvement.
- The customer shall grant PwC access to the software for troubleshooting purposes, at the customer's option directly and/or by means of remote data transmission.
- The customer shall be obligated to make proper data backups. In particular, the customer is obligated to perform a data backup immediately before installing the software and any patches, updates, upgrades and new releases and versions provided by PwC, and to keep all data used or obtained in connection with the software available in machine-readable form as a backup copy during the operation of the software, which allows for a reconstruction of lost data with reasonable effort.
- PwC is entitled to check whether the software is being used in accordance with the provisions of these GTC. For this purpose, the customer shall provide PwC with information to the extent requested, in particular about the number of users and the other extent of use of the software.
K. Special conditions for free Products
- To the extent that PwC provides Products to the customer free of charge, the following deviating warranty and liability provisions shall apply:
- PwC shall be liable for material defects for direct damages caused to the customer because a material defect of the product was fraudulently concealed from the customer and for consequential damages caused by intentional or grossly negligent acts of PwC. Any further warranty for material defects is excluded.
- In the event of defects of title, PwC shall only be liable for damages incurred by the customer because a defect of title of the product was fraudulently concealed from the customer. Any further warranty for defects of title is excluded.
- PwC shall otherwise only be liable for intent and gross negligence. Any further claims for damages and reimbursement of expenses of the customer, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and from tort, shall be excluded. Liability under the shall remain unaffected, however.
L. Final provisions, severability clause, place of jurisdiction
- Amendments and supplements to these GTC and the contract as well as other declarations in connection with the contract that trigger a legal consequence (e.g. setting of deadlines, withdrawal) must be made in writing or text form to be effective. This shall also apply to amendments or supplements to this written form clause. Telecommunication of the relevant declarations, in particular by email, shall be sufficient for this purpose.
- Insofar as translations of these GTC are made into other languages, the English version shall remain the sole legally authoritative version for the interpretation of the provisions.
- The contract concluded under inclusion of these GTC is subject to the law of the Republic of Italy. The provisions of international private law and the UN Convention on Contracts for the International Sale of Goods shall not apply.
- The exclusive place of jurisdiction for all legal disputes between the parties arising from or in connection with the contract concluded with the inclusion of these GTC is Milan, Italy.