General Business Terms
Preamble
1.1 The following General Business Terms shall apply to all contracts between Vertical-Life srl, VAT registration number IT03186940213, with its registered seat in Italy, 39042 Bressanone, via Brennero 32, and its clients.
1.2 Any conflicting or differing terms and conditions are herewith objected to and shall not apply.
Conclusion and duration of the contract
2.1 The contract is concluded upon signature of the offer by the Customer.
2.2 If no written agreement has been made by the parties on the duration of the contract, it is valid for 1 year from the date of signing the offer.
2.3 The POI contracts are tacitly renewed for the same duration unless one of the parties terminates the contract in writing 30 days before its expiration.
Breach of agreement
3.1 If the Customer does not meet his contractual obligations or does not meet them adequately, Vertical-Life is entitled to withdraw from the contract without further ado after unsuccessful admonition with setting a grace period. The Customer owes Vertical-life the price for the ordered services as well as compensation for further damages.
Prices and terms of payment
4.1 The prices are exclusive of any applicable value added tax and of any vouched out-of-pocket expense.
4.2 The payment occurs within thirty days of the invoice´s submission. Legal interest rate has to be applied.
4.3 Where the Customer has provided his credit card information as a payment method, he agrees that the amount for the License will be debited automatically upon renewal of the contract.
Delivery of physical and digital advertising media and digital content
5.1 The Customer shall supply Vertical-Life with the necessary print files and digital advertising material including digital contents at his own expense and risk. The delivery of the print files is carried out according to the deadlines specified in the offer. The delivery of the digital advertising material takes place at least 7 days before the start of the campaign.
The delivery of the physical and digital advertising material including digital content must be made without exception in the form defined by Vertical-Life.
5.2 Failure to deliver the physical and digital advertising media, including the digital content, or to deliver them correctly or on time does not justify a change in the publication and service time. Any resulting damage shall be borne exclusively by the Customer. The price for the booked services remains due in full, even if the publication or commissioning of the service is no longer or only partially carried out.
Content/design of the advertising material - Grant of rights
6.1 The Customer is solely responsible for the content and design (copyrights, intellectual property rights, licenses, etc.) of the physical and digital advertising media including the digital content (texts, links, etc.) as well as for compliance with all legal provisions.
6.2 By submitting the content provided by the Customer to Vertical-Life, the Customer grants Vertical-Life, itself or on behalf of the rights holder, the non-exclusive and transferable right of use to distribute, edit, publish or make publicly available such content within the scope of the services booked. The Customer guarantees Vertical-Life to be entitled to grant such rights to Vertical-Life and not to violate any interests of third parties worthy of protection.
Liability and warranty
7.1 The liability for warranty and compensation for damages shall be governed by the statutory provisions, unless otherwise provided in these Terms. Vertical-Life is solely liable in cases of intent and gross negligence. A further liability, in particular for indirect damages, lost profits, defect and consequential damages, data loss, loss of use, force majeure, damages to third parties, unless otherwise mandatory by law, is excluded.
7.2 The liability for contents provided by the Customer lies exclusively with the Customer. Vertical-Life assumes no liability for this. The Customer holds Vertical-Life completely harmless and indemnifies Vertical-Life against claims of third parties due to a violation of rights; this also includes attorney and court costs of Vertical-Life.
7.3 Vertical-Life assumes no liability for the continuous availability of its platforms, errors, delays or interruptions, viruses or data loss.
Termination
8.1 If either party breaches the provisions of this Agreement and in the event of a breach that can be remedied if the breach is not remedied within 30 days, either party may terminate this Agreement.
8.2 In the event of termination of this Agreement for any reason, all fees payable shall become due and Vertical-Life shall not be obliged to refund all or any part of the amount due.
8.3 The Customer is not entitled to withdraw from the Agreement in cases of force majeure if Vertical-Life is in a position to fulfill its contractual obligations.
Governing law and jurisdiction
9.1 This agreement shall be governed by and construed in accordance with the laws of Italy and any dispute arising under it will be submitted to the exclusive jurisdiction of the Court of Bolzano.