1. Recitals
These general terms and conditions (the “General Terms and Conditions”), together with the order form (the “Order Form”), govern the contractual relationship between Keyformat S.r.l., with its registered office in Milan (MI), Via Giacomo Watt No. 27, tax code and VAT number 03643570983, represented by its legal representative Viviana Bottalico (“Keyformat”), and the customer indicated in each respective Order Form (the “Client”) (Keyformat and the Client hereinafter collectively referred to as the “Parties” and individually as a “Party”). The term “Agreement” shall refer to these General Terms and Conditions, including all terms and conditions herein, the Order Form, any written agreements signed by both Parties (“Special Agreements”), and/or any other annexes added or to be added upon mutual agreement.
2. Preliminary Provisions
2.1 The Recitals are an integral and essential part of the Agreement.
2.2 In this Agreement, any reference to:
(i) a subject shall refer to any natural person, company, association (with or without legal personality), and any other entity, consortium, as well as the State and any public body acting as a private entity and not as a public authority;
(ii) an annex, article, or clause shall refer to an annex, article, or clause within this Agreement.
2.3 The singular includes the plural and vice versa, as the context requires.
2.4 In case of any discrepancy or conflict between the General Terms and Conditions and the Order Form or other annexes to the Agreement, the following order of precedence shall apply: (1) Special Agreements; (2) Order Form; (3) Annexes; and (4) General Terms and Conditions.
3. Subject Matter of the Agreement
3.1 By signing the Order Form, the Client assigns Keyformat, which accepts, the task of providing marketing consultancy services (the “Services”), as further detailed in the Order Form and/or in the Special Agreements and/or in any other annexes.
3.2 In exchange for such Services, the Client agrees to pay Keyformat the fees specified from time to time in the Order Form and/or in the Special Agreements and/or in the annexes.
4. Keyformat’s Commitments Regarding the Services
4.1 In providing the Services, Keyformat undertakes to:
(i) ensure that the personnel responsible for consultancy services are available to design and support the development of the Services in the best possible way;
(ii) in the case of online advertising campaigns, conduct monthly traffic tracking to measure the number of visits directed to the Client’s platforms as part of the Services, as per Article 9 below (the “Traffic Report”).
4.2 Keyformat shall perform the Services as an independent consultant and service provider, without the authority to represent the Client before third parties.
5. Exclusivity and Non-Compete Obligations
5.1 Unless otherwise provided in the Order Form, the Client agrees to engage Keyformat exclusively for the entire duration of the Agreement and not to use other providers offering competing services, whether in Italy or abroad.
5.2 Without prejudice to the other obligations under this Agreement, the Client also agrees not to undertake, directly or indirectly, any activity that may obstruct, limit, or in any way compete with Keyformat’s business.
6. Cooperation Obligations and Service Execution
6.1 COOPERATION: The Client agrees to cooperate with Keyformat by providing all assistance, information, and directions reasonably necessary for the proper execution of the Agreement.
6.2 MATERIALS: The Parties acknowledge that all texts, videos, and images shall be provided by the Client. Therefore, the following costs are excluded from the fees in the Order Form and/or Special Agreements and/or annexes: (i) translations or publications in languages other than the originally chosen one, (ii) digitalization or sourcing of images, (iii) content creation. These costs shall be separately quoted and pre-approved by the Client. Logos must be provided in vector digital format to ensure optimal results.
6.3 MODIFICATIONS: If the Client requests changes to the scope or method of delivering the Services during execution, Keyformat reserves the right to revise delivery timelines and request an additional fee, to be quoted and approved separately by the Client shortly after the change request.
6.4 TIMELINES: The Client agrees to meet the delivery deadlines specified in the Order Form for materials necessary for Service execution.
6.5 In the event of the Client’s breach of this Article 6, the Client shall compensate Keyformat for any incurred costs and/or damages arising from such noncompliance.
6.6 Each Party shall appoint a project manager to supervise the execution of the Services, coordinate with the other Party’s project manager, and ensure proper performance. Specifically, they shall oversee:
- creation of the work plan with defined phases;
- deadlines for the Client’s material delivery;
- modification requests and cost evaluations;
- updates to the production schedule;
- approval of intermediate phases and delivery of the final product.
Significant communications must be confirmed in writing by fax, email, or certified email (PEC).
6.7 If the Service includes website creation, Keyformat will notify the Client via email or fax when the site is available online. Preview access will be provided through a reserved area with credentials. If the Client does not submit contractual correction requests within 48 hours, the website will be deemed accepted as delivered. Upon written confirmation, Keyformat will publish the website on the designated domain.
7. Term of the Contract
7.1 The Contract shall have a term starting from the date of signing the Order Form and shall expire on the date specified therein (or alternatively, where no expiration date is specified, upon achievement of the objectives indicated in the Order Form itself).
7.2 Upon expiration of the term specified in the Order Form, the Contract will be automatically renewed for an equal period under the same conditions, unless one party notifies the other of its intention not to renew the Contract upon expiration by sending written notice via registered mail with return receipt or certified email (PEC) at least 60 (sixty) days before the Contract’s expiration.
8. Compensation
8.1 The Client agrees to pay Keyformat the amounts established in each Order Form in the manner specified therein.
8.2 The Parties agree and mutually acknowledge that Keyformat shall have the right to suspend all Services, including ongoing ones, if the Client’s payment delay exceeds three (3) working days following receipt by the Client of a payment reminder issued by Keyformat via registered mail with return receipt, PEC, email, or fax. In case the Client delays payment by more than 60 (sixty) days from the formal payment request, Keyformat shall have the right to terminate the contract with the Client pursuant to art. 1456 of the Italian Civil Code, and the Client shall pay a fixed penalty equal to 20% of the contract value, without prejudice to Keyformat’s right to claim greater damages. It is also understood that interest on late payments will accrue on unpaid amounts pursuant to applicable law, in addition to fixed collection costs of EUR 40.00 for each reminder under this article 8.2.
8.3 Unless otherwise stated in the Order Form, it is understood that the fees related to search engines and advertising networks used by Keyformat and/or the Client for advertising campaigns are the sole responsibility of the Client and are not included in the fees specified in the Order Form.
8.4 The Parties acknowledge and mutually agree that for any activities physically carried out by Keyformat, at the Client’s request, outside the Municipality of Milan, Keyformat will charge the Client travel expenses (travel, meals, accommodation) at cost, based on copies of invoices or receipts for hotels, restaurants, and public transport. For travel by private car, ACI mileage rates will apply. In addition to the above expenses, for activities carried out outside the Municipality of Milan, Keyformat will charge the Client a flat-rate “allowance” of EUR 150.00 plus VAT for each overnight stay.
9. Access Report
9.1 The methods for the Access Report activity will be specifically set out in the Order Form for each Service.
9.2 Regarding the Access Report, the Client may not raise any dispute except for strictly technical issues, through the submission of appropriate documentation, which will be reviewed by a committee composed of the legal representatives of both Parties and a mutually agreed impartial third expert (the “Third Expert”) or, failing agreement within 15 (fifteen) days, by the then-President of IAB (Internet Advertising Bureau) Italy. This committee may also decide, by mutual agreement of the Parties, to replace the access measurement method.
9.3 Should the committee be unable to resolve the dispute within 15 days from the start of the review, the Parties will submit their respective proposals to the Third Expert who will examine them and whose decision shall be final and binding. Upon acceptance of the assignment, the Third Expert shall provide the Parties with a declaration confirming their intention to act impartially and attesting to the absence of actual or potential conflicts of interest toward either Party that could negatively affect the performance of their duties. The cost of such consultancy shall be borne by the Party whose proposals are rejected by the Third Expert, who may decide to share the costs if the requests are partially accepted.
10. Evidence
Electronic documents stored in the IT systems of Keyformat and the Client, including, by way of example, emails, shall be admissible as evidence of communications between the Parties.
11. Intellectual Property Rights
11.1 The Contract does not imply, unless otherwise provided therein, the transfer to either party of ownership, licenses, or other usage rights on patents, copyrights, or other industrial property rights—including know-how in digital advertising and technological, methodological, and organizational knowledge (the “Intellectual Property Rights”) legally protected under applicable law, which have been made available or otherwise communicated by the other party in connection with the Contract.
11.2 Notwithstanding the foregoing, where the performance of the Services involves, at the Client’s instruction, Keyformat’s use of the Client’s and/or third parties’ trademarks and/or distinctive signs and/or use or modification of other materials protected by Intellectual Property Rights belonging to the Client or third parties, the Client grants Keyformat the right to use and/or modify such materials and/or trademarks as necessary for the execution of the Services.
12. Privacy
12.1 In performing their respective contractual obligations, the Parties undertake to comply with Legislative Decree 196/2003, as amended by Legislative Decree August 10, 2018, no. 101 (the “Privacy Code”) and the Regulation (the Privacy Code and the Regulation collectively, the “Privacy Legislation”) and shall adopt all necessary and appropriate physical, logistical, and organizational security measures to ensure the integrity and accuracy of the personal data processed and the lawfulness of their processing. Data shall be processed strictly to the extent necessary for the activities required under the Contract.
12.2 Pursuant to the Privacy Legislation, by signing the Contract, the Parties mutually commit, informing each other, to ensure that all personal data provided directly by the Parties or acquired during the term of the Contract, related to their personnel, collaborators, or third parties, shall be processed—automatically or otherwise—exclusively for management and administrative purposes related to contractual and legislative obligations. Providing data is necessary for the above purposes, and failure to provide data will prevent full or partial achievement of such purposes. Data will be used only with procedures necessary to achieve the indicated purposes. The Parties declare and mutually acknowledge that data subjects shall have the rights to access, delete, rectify, update, supplement, object to data processing, as well as all other rights under Articles 15-22 of the Regulation.
13. Liability
13.1 The Parties expressly agree that, except in cases of willful misconduct or gross negligence, Keyformat shall not be liable for any loss, damage, or financial harm that the Client may suffer, directly or indirectly, foreseeably or unforeseeably, as a result of the services provided by Keyformat and/or in connection with the Contract. This limitation of liability includes, by way of example and not exhaustively, direct or indirect damages, consequential loss or loss of profit, economic/financial losses, business losses, revenue or goodwill losses, or any other damage to reputation.
13.2 If the Services concern Client-owned platforms (e.g., the website), Keyformat shall not be liable if, for reasons beyond its control, the Client’s pages are inaccessible to the end user. Keyformat undertakes to verify that the links provided by the Client are online and operational at the start of the Services and to notify the Client of any non-functioning links.
13.3 Keyformat shall not be liable for the Client’s products and/or services offered, particularly for any illegal content, or content violating third-party rights or applicable laws present in advertising materials, the Client’s platforms, pages where such products/services are displayed, or applications therein.
14. Indemnity
The Client agrees to indemnify and hold Keyformat harmless from any claims, compensations, indemnities, or sanctions arising from violations of rights, powers, or claims of public or private entities related to the Services and resulting from the Client’s intentional or negligent conduct, including any claims connected with improper or unlawful use of the Services under any laws or regulations. The Client also undertakes all costs related to any disputes brought against Keyformat due to the Client’s fault. Keyformat retains the right to choose legal counsel for such defense, with related costs borne by the Client.
15. Representations and Warranties
15.1 Each of Keyformat and the Client hereby represents and warrants, within their respective scopes, that:
(i) they are duly incorporated and validly existing companies under their applicable laws, with full authority to enter into the Contract without limitations;
(ii) they are not aware of any current or threatened legal actions that could materially affect their ability to perform their obligations under the Contract;
(iii) the execution and performance of the Contract do not and will not breach any contracts to which the representing party is bound.
15.2 The Client warrants that all materials provided to Keyformat as a basis for the Services are owned by the Client or licensed to the Client, and that the Client has the right to grant Keyformat the license referred to in Article 11, including any licenses to use trademarks or other Intellectual Property Rights.
15.3 The Parties mutually acknowledge and warrant that all representations are true, accurate, and not misleading as of the Contract date.
16. Termination
16.1 Pursuant to Article 1454 of the Italian Civil Code, if one party fails to fulfill any contractual obligation, the other may send registered mail with return receipt or PEC, requiring remedy of the breach within 15 (fifteen) days from receipt, warning that failure to comply will result in automatic termination of the Contract.
16.2 Without prejudice to the above, Keyformat may terminate the Contract under Article 1456 of the Civil Code by sending registered mail or PEC to the Client, invoking the express termination clause if the Client breaches any of the following provisions: (i) Article 5 “Exclusive Commitments and Non-Competition”; (ii) Article 8 “Compensation”; (iii) Article 17 “Assignment of the Contract”; (iv) Article 18 “Confidentiality”.
17. Assignment of the Contract
Neither party may assign any rights or obligations under this Contract without the prior written consent of the other party.
18. Confidentiality
18.1 The Parties mutually undertake, including after termination of the Contract, to treat as confidential any commercial, organizational, and financial information received for the proper performance of the Contract obligations and not to disclose it to third parties without prior written consent or use it for purposes other than those provided in the Contract.
18.2 This confidentiality obligation does not apply to information that is publicly known without fault or omission by the receiving party, nor to disclosures required by law, regulatory rules, judicial orders, or public authority requests.
19. General Provisions
19.1 Any tolerance by a Party of conduct by the other that violates the Contract does not constitute a waiver of rights under the violated provision or the right to require full compliance.
19.2 Failure or delay in exercising a right under the Contract shall not constitute a waiver of that right.
19.3 The Contract constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior communications, declarations, understandings, and agreements, oral or written.
19.4 Any amendment, variation, or waiver of the Contract shall be valid and binding only if in writing and signed by both Parties.
20. Governing Law and Jurisdiction
20.1 This Contract and any related agreements shall be governed by Italian law.
20.2 All disputes related to this Contract, including those regarding its interpretation, execution, validity, and legal existence, shall be subject to the exclusive jurisdiction of the Court of Milan.