General Terms of Supply

Last updated: 5 August 2026

1. Definitions

• Supplier: NRC Company SRL, trading under the TechCorp brand.
• Customer: the party, whether a business or a professional, that accepts the Proposal.
• Manufacturer: the holder of the rights in the software that is resold.
• Proposal: the commercial document identifying the solutions, services, quantities, term and fees.
• Services: consultancy, activation, configuration, training and support provided by the Supplier.
• Licence: the right to use the software granted by the Manufacturer to the Customer.

2. Scope and hierarchy of the documents

The relationship is governed, in order of precedence, by: the accepted Proposal, any special conditions signed by the parties, these General Terms, and the licence conditions of the Manufacturer as regards the use of the software. In the event of conflict, the higher ranking document prevails, it being understood that the conditions of the Manufacturer prevail in any case on every aspect concerning the manner of use of the Licence.

Any general purchasing conditions of the Customer do not apply, unless specifically accepted in writing by the Supplier.

3. Formation of the contract

The Proposal is valid for 30 days from the date of issue, unless a different period is stated. The contract is concluded upon written acceptance of the Proposal by the Customer, including by email or electronic signature. Requests for information, demonstrations and site visits do not give rise to any obligation to supply.

4. Subject matter of the supply and role of the Supplier

The Supplier acts as an authorised reseller. The software remains the property of the Manufacturer, which determines its features, technical requirements, service levels, updates and licence conditions. The Supplier does not develop the software and does not modify its code.

The Customer acknowledges that features and modules may evolve over time by decision of the Manufacturer. Commercial descriptions and demonstrations are provided for illustrative purposes and do not constitute a warranty of specific performance that is not expressly set out in the Proposal.

5. Consulting, activation and training services

The Services are provided in a workmanlike manner in accordance with the scope, the timescales and the methods set out in the Proposal. Unless otherwise agreed, these are obligations of means and not of result, since the outcome also depends on the Customer’s organisation, data and cooperation.

The activities may be carried out remotely or at the Customer’s premises. Sessions that have been agreed and are not cancelled with at least 2 working days’ notice are deemed to have been delivered.

6. Support services

Support covers the use of the solutions within the agreed scope and is provided on the working days and during the working hours indicated in the Proposal. Requests must be submitted through the channels provided by the active service.

Support does not include accounting, fiscal, tax, legal, employment, technical or other professional advice, it does not replace qualified professionals and it does not cover data entry, verification of the content of the data or assessments on the merits, which remain the exclusive responsibility of the Customer. Also excluded are interventions made necessary by improper use, unauthorised modifications, malfunctions of the Customer’s infrastructure or the unavailability of third party services.

7. Obligations of the Customer

The Customer undertakes to provide in a timely manner the information, access and cooperation required, to appoint a contact person with decision making authority, to comply with the licence conditions of the Manufacturer, to maintain adequate technical requirements and connectivity, to safeguard the credentials and to make backup copies of its own data in accordance with the instructions of the Manufacturer.

Delays or omissions by the Customer that affect the activities result in the deadlines being postponed, with no liability for the Supplier.

8. Fees, invoicing and payments

The fees are those set out in the Proposal, exclusive of VAT and of any applicable tax. Unless otherwise stated, licence fees are payable in advance for the relevant period and the Services are invoiced upon delivery or in accordance with the agreed progress milestones.

The payment term is 30 days from the date of invoice, unless otherwise agreed. Travel expenses, where provided for, are charged on an itemised basis subject to prior authorisation.

9. Late payment

In the event of late payment, default interest accrues automatically pursuant to Legislative Decree 231/2002. Once 15 days have elapsed from the written reminder, the Supplier may suspend the Services and request the Manufacturer to suspend the Licences, upon prior notice to the Customer, without this constituting a breach.

10. Term, renewal and withdrawal

The term is the one set out in the Proposal. Subscription services renew automatically for periods of equal duration, unless written notice of cancellation is sent at least 60 days before expiry. Early withdrawal from services provided on a project basis entails payment for the activities already performed and for the commitments towards third parties that cannot be cancelled.

11. Intellectual property

The software, the documentation and the materials of the Manufacturer remain its exclusive property. The training materials, the analysis documents and the configurations produced by the Supplier remain its property and are licensed to the Customer for use on a non exclusive and non transferable basis, limited to the purposes of the contract.

The reproduction, distribution, decompilation and making available to third parties of the materials without written authorisation is prohibited, save for the mandatory rights provided by law.

12. Confidentiality

Each party undertakes to keep confidential the information of the other party acquired in the performance of the contract, to use it solely for the purposes of the contract and to restrict access to it to those members of staff who need to know it. This obligation remains in force for 5 years following the end of the relationship and does not apply to information that is already public, that was known before its disclosure, or whose disclosure is required by law or by an authority.

13. Protection of personal data

Each party processes the other party’s personal data as an independent Data Controller for the purposes of managing the relationship. Where the performance of the Services involves the processing of personal data for which the Customer is the Data Controller, the Supplier acts as Data Processor pursuant to the Data Processing Agreement, which forms an integral part of the contract. The notice concerning the data collected through the website is available in the Privacy Policy.

14. Warranties

The Supplier warrants that it is an authorised reseller and that it performs the Services with the required professional diligence. The warranties on the operation of the software are those granted by the Manufacturer under its own licence conditions, and the Supplier undertakes to take action with the Manufacturer in order to enforce them in the interest of the Customer.

The Supplier does not warrant that the software will meet requirements not expressly set out in the Proposal, nor that it will operate without interruption or defects.

15. Limitation of liability

To the extent permitted by law, the Supplier’s aggregate liability on any ground connected with the contract is limited to the fees actually received in the 12 months preceding the event. Indirect damages, loss of profit, loss of data, loss of business opportunities and business interruption are excluded.

Liability for wilful misconduct or gross negligence, personal injury and any other liability that the law does not allow to be limited remain unaffected.

16. Force majeure

Neither party is liable for non performance caused by events beyond its reasonable control, including prolonged unavailability of third party networks and services, measures adopted by public authorities, natural events and armed conflicts. The party affected informs the other without delay. If the event persists for more than 60 days, either party may withdraw at no cost, without prejudice to payment for the services already performed.

17. Suspension and termination

The Supplier may terminate the contract pursuant to Article 1456 of the Italian Civil Code in the event of breach of the licence conditions, unlawful use of the software, failure to pay persisting for more than 30 days from the reminder, or breach of the confidentiality obligations. Termination takes effect by written notice and is without prejudice to the right to compensation.

18. Assignment of the contract

The Customer may not assign the contract or the rights arising from it without the Supplier’s written consent. The Supplier may assign the contract to companies of the NRC Company group by giving written notice, without prejudice to the Customer.

19. Notices

Notices relating to the contract are valid if sent to the addresses indicated in the Proposal, by email with receipt, certified email or registered letter. The address of the Supplier is info@techcorp.it.

20. Governing law and court of jurisdiction

The contract is governed by Italian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods. The Court of Milan shall have exclusive jurisdiction over any dispute, unless the Customer qualifies as a consumer within the meaning of Legislative Decree 206/2005, in which case the court of the Customer’s place of residence or elected domicile shall have jurisdiction.

21. Clauses subject to specific approval

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer expressly approves the clauses concerning: hierarchy of the documents, late payment and suspension of the Services, term and tacit renewal, limitation of liability, suspension and termination, assignment of the contract and court of jurisdiction.