General Terms and Conditions of Supply

September 2025 version

1. Definitions

For the purposes of these General Terms and Conditions of Supply, the terms listed below shall have the following meanings:

  1. Archiva: means Archiva S.r.l. a socio unico, with registered office in Via Spagna 24, 37069, Villafranca di Verona (VR), registered at the Italian Business Register of Verona, R.E.A.: 319751, VAT number 03237470236;
  2. Customer: means any person who purchases, for themselves or for companies belonging to the same group, the Services offered by Archiva;
  3. General Terms and Conditions of Supply: these general terms and conditions of contract which apply to all contractual relationships between Archiva and the Customer, unless otherwise expressly stated in the Service Offer or in another contractual agreement;
  4. Contract: means the set of contractual documents (e.g., Service Offers and related attachments, General Terms and Conditions of Supply, additional contractual agreements) intended to govern the supply relationship between Archiva and the Customer;
  5. Service Offer(s): refers to Archiva's proposal for the provision of consulting and IT services, as described therein, in accordance with these General Terms and Conditions of Supply;
  6. Project Sheets: refers to documents describing the functional, architectural, and performance aspects specific to the Service provided to the Customer;
  7. Service(s): any service and/or product covered by the Service Offer;
  8. UAT: means the set of functional and performance tests, known as “User Acceptance Testing,” performed by the Customer in coordination with Archiva, necessary to validate the correct setup of the Services implemented by Archiva for the Customer.

2. Subject matter

The subject matter of these General Terms and Conditions of Supply is the provision of the Services described in the Service Offer.

The subject matter of these General Terms and Conditions of Supply also includes all ancillary and preparatory services that are necessary or merely useful for the performance of the Service, such as, without limitation, meetings, travel and other costs, which will be charged to the Customer in accordance with the agreements between the parties.

3. Methods of Service delivery

The service standards are indicated in the Service Offer.

To begin the design and activation activities in accordance with the agreed timetable, Archiva needs to receive the census form (if not already sent) with all the Customer's data, the test documents requested during the first contact between the parties, as well as all the necessary and mandatory documentation for the activation of the purchased service.

The correct performance of testing activities (UAT) within the agreed timeframe is essential for compliance with the overall project timetable. The Customer therefore undertakes to actively collaborate in the process of verification and acceptance of the Service, in accordance with the terms agreed during the planning phase, it being understood that any delays could lead to a reformulation of the deadlines or economic conditions.

Archiva and the Customer agree on the Project Sheets.

Failure to report any non-compliance of the Service with the aforementioned Project Sheets within 15 days of receipt by the Customer shall be deemed to constitute implicit acceptance, without however exempting Archiva from providing the guarantees indicated in this Contract.

In any case, the testing and acceptance of the Service shall be considered favorably completed, even for partial or specific services, if the Customer makes productive use of what has been made available to them by Archiva.

In the event of any disputes regarding the compliance of the Service provided with the agreed terms of delivery, which shall be promptly reported by the Customer to Archiva in writing, Archiva shall verify the nature and basis of the disputes and, within 30 days of the completion of this preliminary investigation, shall provide a response.

4. Archiva's obligations and responsibilities 

All Services, as fully described in the Service Offer, are provided in strict compliance with the applicable legal provisions.

Archiva undertakes, in carrying out the activities covered by the Service Offer, to respect the industrial and intellectual property of the Customer and to act, to the best of its ability, to protect it.

5. Exclusivity

For the duration and validity of the Contract, the Customer undertakes not to enter into any contract with third parties that provides for the supply of the same service offered by Archiva, unless expressly agreed in writing by Archiva.

6. Contract duration and withdrawal

The Contract shall have a duration of three years from the date of signing the first valid Service Offer. It follows that, if the Customer signs several Service Offers on successive dates, all Service Offers shall have the same duration as the first Offer signed.

Before expiry, each party may send notice of termination with at least 90 days' notice by registered letter with return receipt or certified email. The notice of termination must contain the name of the Service to be terminated, the protocol number of the relevant Service Offer and the effective date of termination.

Any activity carried out by Archiva after the effective date of termination or, in any case, after the date of termination of the contract, unless otherwise agreed between the parties as indicated in clause 7), will be charged to the Customer.

In the event of failure to give notice of termination or if such notice is sent after the above-mentioned deadline, the Contract shall be tacitly renewed at each expiry date for further periods of one year each.

Archiva and the Customer agree that, during the term of the contract, withdrawal is only permitted in the presence of just cause or justified reason. The termination, for any reason whatsoever, of the relationship with regard to certain services indicated in the Service Offer does not necessarily entail the complete termination of the contractual relationship with Archiva regarding the additional Services offered. In any case, Archiva reserves the right to withdraw from all Services covered by the Contract if it considers that the remaining Services are not profitable in relation to the resources committed.

7. Termination of the Contract

At the end of the contractual relationship, both in the event of early termination and termination due to natural expiry, the Customer must indicate in writing to Archiva whether it prefers:

  1. the return of the data with simultaneous deletion of the same (or destruction in the case of analogue documents);
  2. the return of data while maintaining only the visibility of the documents through the maintenance of the EAN service;
  3. the deletion of the data or destruction in the case of analogue documents.

In each of the above cases, Archiva will make a financial offer for the requested activity, considering the volume of data processed up to that point and the specific effort required.

The Customer undertakes to express a preference no later than 90 days from the date of termination of the Contract.

8. Suspension or Termination 

Failure by either party to comply with even one of the provisions of the Contract shall entitle the non-defaulting party to terminate the Contract pursuant to and for the purposes of Art. 1454 C.C. (Italian Civil Code).

In any case, in the event of the Customer's failure to fulfil any of the obligations provided for in the Contract, Archiva reserves the right, before proceeding with the termination of the same, to interrupt the provision of the Service. Archiva will then notify the Customer of its intention to exercise the aforementioned right of interruption and the deadline by which the Customer must restore the contractual situation to normal. In any case, the Customer remains obliged to pay the fee even in the event of interruption of the Service.

Any interruptions in the provision of the Services resulting from orders issued by the Judicial Authorities shall be considered force majeure and shall not be considered breaches of contract.

In the event of bankruptcy and/or admission of the Customer to insolvency proceedings, Archiva reserves the right to interrupt the Service, except in the event of recognition by the competent judicial authorities of the prededuction of the credit deriving from the service offered by Archiva, starting from the date of admission of the Customer to the insolvency proceedings.

9. Intellectual property, limits of use and use of trademarks/Customer experiences

The intellectual property rights relating to the products, services, trademarks, programs and works within the scope of the Services offered are owned by Archiva or, in any case, available to it; unless otherwise agreed in writing, any use is granted to the Customer exclusively in the form of a 'license' or 'sub-license' of use or 'subscription', all of a temporary nature.

The Customer undertakes, for the entire duration of the contract and following its termination for any reason, unless otherwise agreed in writing, to:

  1. not grant the use, sell and, in any case, not transfer or make available to third parties the Services offered;
  2. not disclose, modify, tamper with, copy (even partially), or share the application code developed/made available by Archiva, not allow third parties access to the same code, and not perform "reverse engineering" of the solution made available;
  3. not share with any third party the definition of any communication interfaces exposed by Archiva to enable dialogue between the Customer's and Archiva's IT systems;
  4. take all necessary measures to protect the property rights of Archiva (and/or any third-party licensors) on the applications made available;
  5. not to perform IT security tests on Archiva's web exposure;
  6. not to use the Services/Products for purposes not permitted by law.

Archiva is authorized, even after the termination of the contractual relationship, to use the logo (in compliance with the specifications regarding shapes, sizes, etc.) and the name of the Customer in order to represent its customer portfolio and the project experiences implemented.

10. Limitation of liability

Except in cases of willful misconduct or gross negligence, Archiva's liability shall not exceed the amount of the recurring values paid by the Customer in the 12 months prior to the event and in relation to the specific Service that gave rise to the liability.

11. Fees, billing and payment methods

Archiva will invoice the Customer directly for the Services purchased by the latter, including by electronic means.

Payment of invoices issued by Archiva shall be made in accordance with the terms and conditions set out in the Service Offer.

12. Security, confidentiality and insurance

The Customer shall establish passwords and authorizations for access to the portion of the service provided by Archiva. If the Customer does not use a proprietary Single Sign-on access system that allows unique authentication to Archiva's IT systems, the latter recommends the use of personal accounts and advises against the use of generic accounts in order to allow the exact traceability of the actions carried out to a specific natural person for the protection of both parties involved in the contractual relationship.

The management of the life cycle of credentials (creation, periodic verification and disposal) generated directly by the Customer remains the responsibility of the latter.

The Customer undertakes to transmit to Archiva only and exclusively digital data free of any type of malicious code. Failing this, Archiva will delete any files detected as infected and will not continue with processing activities, without this constituting a breach of contract.

The Customer undertakes to immediately inform Archiva in the event of cyber-attacks on its IT systems. This is in order to allow Archiva to disable the communication channels with the Customer's IT systems, also for the protection of information assets.

Archiva and the Customer are required to take the necessary technical and organizational security measures, both within their own organization and when carrying out activities involving contact with third parties, to ensure the confidentiality of data and compliance with all applicable provisions on the processing of personal data. The security measures implemented by Archiva are described at the following link: https://www.archivagroup.com/en/technical-organisational-security-measures

Archiva ensures the confidentiality of the information it will have access to in order to execute the Service Offer. It is understood that Archiva may transmit contractual documents to its consultants (e.g. auditors, lawyers, insurance companies) in order to carry out assessments on matters relevant to this contract.

Archiva holds specific third-party certifications, listed at the following web address: https://www.archivagroup.com/en/about/security-and-privacy

Archiva declares that it has the following insurance coverage: a) RCT and RCO for a maximum of €5,000,000.00 and b) Cyber risk for a maximum of €2,500,000.00.

13. Assignment of the Contract and possible recourse to third-party subcontractors

The Contract may not be transferred in whole or in part to third parties without the prior consent of the other party.
Archiva is authorized to use third-party subcontractors listed, based on the Services actually provided, at the following link: https://www.archivagroup.com/en/list-of-sub-processors

14. Processing of personal data 

Each party undertakes to process personal data in compliance with the obligations arising from European and national legislation on the protection of individuals with regard to personal data, in particular in relation to the adoption of physical, technical and organizational measures, such that the processing meets the legal requirements and guarantees the protection of the rights and freedoms of the data subjects. Regarding the processing of personal data by Archiva, please refer to the full text of the privacy policy pursuant to Article 13 of Regulation (EU) 2016/679, which can be found at the following link: https://www.archivagroup.com/en/about/security-and-privacy

The Customer and Archiva also undertake to cooperate with each other and to provide each other with information and documentation within reasonable timeframes in order to enable the other party to comply with European and national legislation on the protection of individuals with regard to personal data.

For the purposes of providing the Services covered by the Service Offers, Archiva will process personal data owned by the Customer or processed by the Customer in its capacity as data processor pursuant to Article 28, paragraph 4 of Regulation (EU) 2016/679. The parties undertake, before the processing of personal data begins, to enter into a Data Protection Agreement for the appointment of the data processor pursuant to Article 28 of Regulation (EU) 2016/679. The Customer guarantees that all data transmitted to Archiva in the performance of the services covered by the Contract has been lawfully acquired in accordance with the legislation in force on the protection of individuals with regard to personal data.

The list of any other data processors involved in the processing activities can be consulted at https://www.archivagroup.com/en/list-of-sub-processors

The Customer shall indemnify Archiva against any type of damage, claim, charge or expense that may arise, directly against third parties, as a result of a breach of the regulations on the protection of individuals with regard to personal data.

15. Applicable law and jurisdiction

The Contract is governed by Italian law.

Any dispute concerning the validity, execution or termination of the Contract shall be subject to the territorial jurisdiction of the Court of Verona.

16. Amendments to the Contract

The Customer may request (or Archiva may propose) changes to the methods of performance, the content of the activities or the volumes of services indicated in the Service Offer.

The price for any changes shall be agreed between the parties. Any change shall only be binding if requested in writing and accepted in the same form.

17. Domicile of the parties, communications and formalities

For the purposes of these General Terms and Conditions of Supply, Archiva and the Customer are domiciled at their respective registered offices.

18. Organizational, management and control model pursuant to Legislative Decree 231/2001, Code of Ethics and Conduct and Anti-Corruption Policy

The Customer acknowledges that Archiva has adopted an Organizational, Management and Control Model in order to avoid the risk of civil and criminal misconduct by all those who work or collaborate with Archiva, with a view to protecting the company's value and mutual interests.

The Customer also declares that they have read the Code of Ethics and Conduct and the Anti-Corruption Policy adopted by Archiva and available on the company's website at https://www.archivagroup.com/en/about/security-and-privacy, and undertakes to comply with their contents.

19. Final clauses

The parties undertake to perform the Contract in accordance with the rules of fairness and good faith.

The General Terms and Conditions of Supply and the documents that must be formalized on the basis thereof represent in their entirety the contractual agreements between the parties, and neither party has been induced to sign them on the basis of agreements not included herein. Consequently, they represent the only valid agreement between the parties, and any pre-contractual documents are hereby rendered null and void.

In the event of a conflict, the order of precedence among the contractual documents shall be as follows: 1) Service Offer and related annexes; 2) General Terms and Conditions of Supply; 3) additional documents referred to in the above.

These General Terms and Conditions of Supply and all technical, commercial and financial information relating thereto that has been exchanged or transmitted between the parties shall be considered confidential, and the parties shall take all necessary measures to prevent their improper disclosure to third parties. Any amendment to the Contract must be agreed in writing and must be set out in a document signed by or on behalf of the party against whom the amendment is to be invoked.

Any delays or omissions by either party in asserting rights or exercising powers to which it is entitled under the General Terms and Conditions of Supply shall in no case be interpreted as acquiescence or waiver of the right to do so at a later date.

Any agreement or understanding contained in these General Terms and Conditions of Supply that is or becomes invalid or ineffective, in whole or in part, for any reason:

  1. shall be deemed severable from the General Terms and Conditions of Supply as a whole and from any other agreement or understanding without affecting their validity (unless it is essential from the context);
  2. if possible from the context, shall be deemed to be replaced by a different valid and effective agreement or provision whose content is as similar as possible to that which has become or is deemed invalid or ineffective. 

The headings of the paragraphs are for convenience only and they are not intended to have any interpretative significance.