GENERAL TERMS AND CONDITIONS OF PURCHASE

Definitions

“Clariter Group”: means all the companies controlled by the company IOA HOLDING SRL, belonging to the same economic and commercial group of interest, represented by the following trade mark

“Clariter”: means any individual company belonging to Clariter Group that assumes the role of the Selling Party in the Contract.

“Client”: the legal entity, which assumes the role of the Buyer Party that finalises the purchase of a supply/item available on the specific e-commerce section of this website www.claritergroup.com, through the acceptance of the Supply Agreement.

“Parties” o “parties”: means jointly the Buyer Party and the Selling Party.

“Supply”: means any offered item that can be purchased on the website in the e-commerce section. The supply may be of a good or a service or an aggregate of both.

“Supply Agreement”: means the final supply contract whose purchase has been finalised through the specific e-commerce section of this website; this Supply Agreement includes the General Terms and Conditions of Purchase and the Specific Conditions of Purchased Supply;

“Confirmation of Supply Request”: means the confirmation, sent to the Client by e-mail, that the e-commerce platform has correctly received the Client’s purchase order and the corresponding payment. The Supply Agreement shall become effective only after Clariter’s e-mail of acceptance.

“Confirmation of Supply Agreement”: means Clariter‘s final e-mail of acceptance of the Supply request made by the Client via the e-commerce platform. This confirmation, sent by e-mail to the Client, also states the correct receipt of payment for the Supply. Only after the above mentioned Confirmation the Agreement can be considered completed and legally binding.

“Working Days”: means any weekday (other than a Saturday, Sunday or any other day considered as a holiday by the country in which Clariter is located).

Effectiveness and Validity of the Agreement

The Supply Contract is finalised through the following actions:

during the purchase process, the Client, before proceeding with the payment, reads and accepts the Supply Agreement clicking the tick box on the e-commerce site.
Thereafter, if the Client wishes to proceed, the Client shall make payment in the manner prescribed by the e-commerce site. The completion of payment by the Client implies, however, the Client‘s full acceptance of the Supply Agreement as a covenant.Following the successful completion of the payment process by the Client, the Supply request will be deemed finalised and the Client will receive at the registered e-mail address the “Confirmation of Supply Request”.
Clariter, having verified the successful completion of the payment, shall send the Client, by e-mail, the “Confirmation of Supply Agreement Effectiveness” which represents the final entry into force of the Supply Agreement.

The Supply Agreement shall therefore only be deemed to be effective and binding for the parties upon Clariter’s confirmation of the successful payment of the fee due by the Client.

The Supply Agreement thus constitutes the contractual obligation upon which the entire Supply is governed, including the General Terms and Conditions of Purchase and the Specific Conditions of Purchased Supply, including the expected results, time schedule, price and any obligations and constraints to be complied with by both parties.

The Client shall receive the above-mentioned Supply Agreement by e-mail which will also be available in the specific e-commerce section: the Client undertakes to store it properly.

In no event Clariter will be liable for the malfunctioning of the chosen payment system if this prevents the finalisation of the Supply Agreement and the provision of the same Supply.

Therefore, in the event that the Client correctly finalises the payment, but Clariter has not correctly received such payment or cannot ascertain the success of such payment due to problems in the payment system itself or in the interbank systems, the Supply Agreement shall not be deemed to have been finalised and it will be Client’s liability to handle the problem directly with their bank or with the institution issuing the payment instrument.

Invoicing

The Client, who has finalised one or more Supply Agreements, will be able to download the related invoice by the end of the month in the specific section of the platform called “your order”; the invoices will be issued using the data provided by the Client at the time of registration: the accuracy of such data remains the full and exclusive liability of the Client.

Clariter shall not be liable, under any circumstances, for incorrect and/or incomplete invoicing caused by incorrect or incomplete data provided by the Client at the time of registration. The Client may request any changes to the above-mentioned incorrect and/or incomplete data by sending an e-mail to the following address: ecommerce@claritergroup.com.

The relevant administrative work for any changes will be subject to an additional charge that will be communicated in advance to the Client at the time of the request.

In conformity with the applicable laws and regulations on electronic invoicing in Countries where electronic invoicing is mandatory, Clariter will issue electronic invoices in the manner and forms required by the relevant laws and regulations in those Countries; to this end, the Client undertakes to provide during registration all needed information for the correct issue of such an invoice.

It should be noted that all amounts indicated in the Supply Agreement, and therefore invoiced, refer to the specific items described in the Specific Conditions of Purchased Supply and these amounts are expressed in the specific applied currency indicated therein, and are deemed to be exclusive of taxes and VAT where applicable by law.

Duration and Commencement

The Supply Agreement shall have the same duration as the one provided for the specific Supply purchased and described in the Specific Conditions of Purchased Supply. There is no automatic renewal of the Supply Agreement: in order to renew the Supply Agreement, it will be necessary to proceed with a new purchase through the specific e-commerce section of the website.

Modification or Additions

No modifications or additions to the Supply Agreement shall be valid after acceptance of the Supply Agreement. Any changes shall be the subject of a new Supply Agreement which follow a new purchase through the specific e-commerce section of the website.

Any type of additional supply that is not explicitly indicated in the Supply Agreement is NOT included and will be subject to separate negotiation and/or purchase even if, by hypothesis, such service is logically connected or related to the Supply specifically purchased.

Delivery Continuity

Clariter is committed to the correct execution of the Supply as set out in the Specific Conditions of Purchased Supply. Should it become necessary to replace the personnel engaged in the execution of the Supply, Clariter undertakes to continue the activities covered by the supply itself, without interruption, replacing the working personnel with other of the same level and experience.

Termination

The Client shall have the right to terminate the Supply Agreement by written notice given no later than 5 (five) working days from the date on which the “Confirmation of Supply Agreement Effectiveness” is notified to the Client by e-mail and visible on the specific e-commerce section of the website, (date on which the Supply Agreement enters into force between the Parties); to this end, the Client shall write a specific notice to the following e-mail address: termination.ecommerce@claritergroup.com with precise purchased Supply references in the e-mail subject matter. Parties agree that Clariter may only commence the purchased Supply after the above time limit has expired.

Notwithstanding the above, the Client has the right to expressly waive the right to terminate the Supply Agreement: in this case, Clariter undertakes to immediately commence the purchased Supply; the Client, then for the purposes provided therein, shell send specific written notice to the following e-mail address: ecommerce@claritergroup.com, with precise purchased Supply references in the e-mail subject matter, requesting for the immediate commencement of the Supply.

Furthermore, if the Client violates any of the Supply Agreement obligations, including any provisions of the Privacy Policy and any confidentiality obligations, Clariter reserves the right to immediate terminate the Supply Agreement, without any prior notice and without any right to the Client to claim against Clariter.

Waiver

In the event of Client’s breach of the Supply Agreement, Clariter’s failure to exercise its right of an action against the Client, does not constitute a waiver of Clariter’s right of action for breach of its obligations under the Supply Agreement.

Warranty and Execution of the Supply

In accordance with the Specific Conditions of Purchased Supply, Clariter undertakes to perform the Supply with a professional manner and in line with industry standards and regulations.

Insurance

The Client acknowledges that Clariter holds specific liability insurance policies signed with reputable Insurance Companies and relevant to the activity covered by the purchased Supply and covering liabilities that may arise under or in connection with the application of the Supply Agreement.

Limitation of Liability

Clariter shall in no event be deemed liable if the interruption, suspension or non-conformity of the delivery is attributable to unforeseeable extraordinary events that cannot be attributed to and/or determined by Clariter. The following is a non-exhaustive list of causes that could lead to an interruption and/or suspension or non- conformity of the Supply:

resignation resources without observing contractual notice,
repeated and continuous strikes,
force majeure, i.e. earthquakes, hurricanes, wars, rebellions, weather events, riots etc.

Clariter shall not, under any circumstances, be liable for non-performance caused by a breach of the obligations imposed on the Client under the Supply Agreement.

Non-poaching clause

The Client undertakes to refrain, for the entire duration of the Supply Agreement and for a period of 24 months following the expiration of the Supply Agreement, from employing employees, collaborators and/or persons, in any way included in Clariter’s corporate organization, working on the activities covered by the Supply Agreement and, more generally, the Client undertakes not to interfere in any way, either directly or indirectly, in the performance of the contractual relationships existing between such personnel and Clariter.

GDPR Adoption and compliance

Personal data transmitted by one Party to the other in connection with the Supply Agreement shall be processed by the receiving party, in compliance with the applicable privacy legislation in accordance with Regulation (EU) 2016/679 (GDPR) and any related national adaptation and adoption legislation, for purposes strictly related and instrumental to the supply purchased. Each party agrees and warrants that such data may be processed and stored in compliance with the above-mentioned purposes.

For the purposes of the above, it is specified that all information relating to the protection of personal data is available in the Privacy Policy, which by accepting the Supply Agreement the Client declares to have read.

Non-disclosure obligations and Intellettual Property rights

All information contained in the Supply Agreement is the property of Clariter and protected by confidentiality. Likewise, but not limited to, all information relating to Clariter’s past, present or future business activities, information relating to Clariter’s operating tools and innovative methodologies, and information relating to the resources of Clariter and of any suppliers that Clariter uses and/or will use for the purpose of the proper performance of the Supply Agreement are the property of Clariter and protected by confidentiality. The Client agrees to keep confidential the content of the above information, in particular, news and data relating to the activities covered by the Supply Agreement and any other information, documentation, news concerning Clariter, whether official or informal; such information is strictly confidential and may not, in any way, by any means or in any form, be disclosed or communicated to third parties and may also not be used for purposes other than those related to the Supply Agreement. The Client accepts the foregoing and accordingly agrees to abide by the operating procedures defined from time to time by Clariter with the aim of ensuring the utmost conf

identiality, integrity and confidential availability of the data and information of which it becomes and will become aware and/or process in the course of reading and accepting the Supply Agreement and the performance of the supply which is the subject thereof.

Trademarks, Patents and Intellectual Property

The Supply Agreement does not implicitly transfer any intellectual property, including that which is the subject matter of the Supply itself, which remains the property of Clariter; any explicit transfer of intellectual property shall be clearly indicated in the Specific Conditions of Purchased Supply as forming part of the scope of the supply itself.

Clariter certifications and Organisations. Management and Control Model according to ISO Standards

The Client acknowledges that Clariter adopts a management system that complies with current international ISO technical standards regulations, in particular the Clariter Group has acquired the following certifications:

UNI EN ISO 9001:2015 (Quality management system),
UNI EN ISO 14001:2015 (Environmental Management System),
UNI EN ISO 27001:2022 (Information Security, Cyber Security and Privacy Protection),
UNI EN ISO 45001:2018 (Occupational Health and Safety Management),
UNI EN ISO 30415:2021 (Human Resources Management-Diversity and Inclusion Management System),
UNI EN ISO 37001:2016 (Anti-bribery Management System) as well as a “Modello di organizzazione gestione e controllo, under D.Lgs 231/2001” (Italian Law) available here, and its Ethic Code available here.

Clariter Group also holds the Certificate ISTQB^® PLATINUM PARTNER and it is certified by UNINFO.

Work Health and Safety

If, for the performance of the activities under the Supply Agreement, activities are to be performed by Clariter’s personnel at workplaces other than Clariter’s own workplaces, in accordance with the applicable workplace safety laws in the countries in which its specialists operate (Italy, UK, Portugal, Spain and France), the Client undertakes to inform said personnel of all regulations concerning building safety and accident prevention, thereby releasing Clariter from any liability in this respect.

Using of Client’s reference

With the acceptance of the Supply Agreement or the issuance of the relevant purchase order, the Client authorises Clariter to use the results of the work performed and to quote the Client as a reference before other public and private Clients, subject to privacy and industrial confidentiality regulations.

Exports

If the Client resides in a Country other than the Country in which Clariter operates, Clariter reserves the right to verify compliance with the relevant rule of law and regulations applicable to the performance of the Supply and to accept or reject the Supply Request.

Non-Exclusive Clause

The Supply Agreement does not provide for any obligation of exclusivity for any of the Parties.

Relations between Parties

Nothing in this Agreement shall be deemed to create or constitute a partnership, agency relationship, or joint venture between the parties. Neither party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.

Company Organization and Contacts

It should be noted that the activities pertaining to the Supply object of the Supply Agreement may be performed in whole and/or in part by any of the Companies belonging to Clariter Group and having their registered office in Countries of the European Union and the United Kingdom. The following e-mail address is the official channel for any communication relating to the Supply Agreement and the relevant Supply purchased: ecommerce@claritergroup.com. Any communication received by any other means or channels shall not be taken into account.

Modification or Amendments of the Supply Agreement and Severance

Clariter reserves the right to change the terms and conditions of the Supply Agreement, the policies, the site and the terms and conditions of use, at any time, in order to offer new services and/or products or to comply with legal provisions or regulations; the Client shall be subject to the terms in force at the time of purchase. If any provision of this Agreement is or at any time becomes illegal, invalid or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement, but it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired.

Governing Law and Dispute Resolution

The Supply Agreement shall be governed by the law of the defendant Party.

Any dispute of a legal nature on the interpretation of the Supply Agreement and/or on the execution of the Supply shall be submitted to the jurisdiction of the Court of the defendant party.

Language

The Supply Agreement is written in English.

In order to simplify reading and comprehension, its translation is provided by means of an automatic tool in the following languages: Italian, Portuguese, Spanish, French.

It is specified that in the event of contrast between the different versions of the Supply Agreement provided in the different languages, the version drawn up in English will prevail.