WARRANTY Reply warrants the proper and professional performance of each service in accordance with the terms provided for hereunder for a period of 12 (twelve) months from the acceptance of the work by the Client according to section “Acceptance” above. The warranty shall not cover defaults, defects and/or failures which are caused by and/or in connection with any in-house developments by the Client and/or by third suppliers by the latter appointed or an improper use of systems and technologies by the Client, nor facts and/or acts which are not – wholly or partially – attributable to Reply. The Client expressly waives the reduction of the price related to the services provided for by Reply, but shall solely be entitled to claim the correction of the defects and/or defaults, it being understood that the relevant costs shall be borne by Reply except for travel expenses which shall be borne by the Client. The warranty is conditional upon the proper operation of the infrastructure and the proper usage of the product by the Client. The warranty is effective only if the product has been not modified, nor incorporated – wholly or partially – in other programs without the prior written consent of Reply. Reply is available to provide the Client under an assistance and maintenance agreement, under terms and conditions which can be defined even after product delivery. LIMITATION OF LIABILITY Reply shall not be liable for any direct and/or indirect damages caused under the performance of the services to persons and properties, it being further agreed that Reply shall not be liable for damages of any nature (including direct and indirect damages, loss of profits, losses of production or income or which are caused by non-usage, wholly or partially, of the supplied system and/or software) suffered by the Client in connection with the services provided or due hereunder. LEGAL COMPLIANCE The Client undertakes that any material (including software, hardware, images, content, data and information) supplied or otherwise provided to Reply for the purposes of this Agreement shall be compliant with applicable laws and regulations and shall not breach any third parties’ right, with particular regard to the intellectual property rights and copyright, misleading and comparative advertising, data and/or consumers’ protection. In this regard, the Client relieves Reply for the execution of any relevant control or supervision. Likewise, the Client shall use the products and services supplied by Reply in compliance with the law and the aforementioned regulations and with-out affecting any third parties’ rights. In this regard, the Client agrees to hold harmless and indemnify Reply for any loss or damage which it might suffer due to the Client’s non-compliance with the provisions of this clause. CONFIDENTIALITY Each Party – even on behalf of the individuals and persons involved in the performance of the project hereunder – agrees to hold strictly confidential the data, materials or other information of any nature related to the plans, activities, organisation of the other Party which could be aware under the performance of the Agreement. Accordingly, each Party undertakes to use such information exclusively for the purposes of this Agreement. The above shall not apply to the know-how, data or other information available to and/or owned by a Party before the relevant disclosure by the other Party, or fallen into the public domain for reasons not attributable to the receiving Party. Title on information disclosed by Party hereunder – including copies, re-productions or parts thereof – remains of such disclosing Party and shall immediately be returned to the latter in any case of the termination of this Agreement. REFERENCES Without prejudice to the confidentiality obligations provided for under clause “Confidentiality”, Reply is entitled to publicly mention the activities performed hereunder among its business references. DATA PROTECTION Pursuant to Section 13 of EU Regulation 2016/679 (General Data Protection Regulation – “GDPR”) and to the national law provisions from time to time applicable, Reply, in its capacity as data controller (“Controller”), hereby provides certain information about processing of personal data. The Controller has appointed its data protection officer who may be contacted at the premises of the Controller at Via Robert Koch, 1/4 20152 - Milano – Italy. The personal data (e.g. names, work email addresses, phone contact, etc.) of employees and/or contractors of the Client involved in activities provided for by this offer and disclosed by the Client to shall be notified to Reply shall be processed by the latter for the following purposes: a) for the performance of contractual and/or of pre-contractual obligations: for the execution and entire performance of contractual relationships, including in relation to any linked administrative and/or accounting matter; for the collection of information necessary to manage the intercompany relationship; for the performance of the after-sale activities; b) for the compliance with law obligations: in order to duly fulfil any duty provided by National and EU laws and regulation (including tax); c) in order to pursue a legitimate interest of Reply: for defending against potential legal claims or trial before any competent authority, including in order to recover its credit; for analysis and statistic researches based on data, subject to anonymization; d) in order to pursue a legitimate interest of Reply and/or of the holding company Reply S.p.A.: for the disclosure of the above indicated personal data to Reply S.p.A. and their respective processing by this latter, in its capacity as joint controller (with Reply), for the performance of orga activities even in order to improve the services offered by Reply Group to its customers, including Client’s satisfaction surveys (even by phone) on the services rendered and on the activities carried out on the basis of this offer By executing this Agreement, the Client represents and warrants to Reply that it has informed its employees/contractors (and any other person involved in the disclosure of the data to Reply), according to its policies and procedures and/or in any case with the most appropriate form, the content of this information notice and to obtain the consent before the disclosure of the personal data to the Controller and to Reply S.p.A., if so required by applicable law. Without prejudice to the autonomy of the data subject, the collection of personal data must be understood as necessary for carrying out the activities as referred above; in case of failure to provide this data or objecting their processing, Reply and/or Reply S.p.A. might be unable to lawfully perform the obligations undertaken by the agreement vis-à-vis the Client and therefore might be obliged to refuse the execution of any agreement with the Client. Further, the Client acknowledges that such personal data might be communicated to all public and/or private subjects, natural persons and/or legal entities (Judicial Offices, Chamber of Commerce, Public Authorities etc.), if this communication is necessary or useful in order to duly comply with contractual obligations under this offer as well as with applicable law. Personal data might also be disclosed to audit companies, advisors and law firms as well as processed by other companies belonging to Reply group of companies in their capacity as data processors consistently with applicable law. The complete list of all appointed data processor is available at the premises of the Controller. Personal data will be processed for the entire duration of the contractual relationship and, following its termination, for the maximum period provided by applicable statutory limitation and time-limitation period provided by both legal and tax law and, in general, for defending interests and rights of Reply and/or of Reply S.p.A. in any dispute raised by public authorities, private and public subjects / entities. Further information with respect to data retention period and respective ratio may be requested to Controller and/or to the Data Protection Period. Employee and contractors of the Client, in their quality as data subjects, have the right to ask to the Controller and obtain access to their personal data, their respective deletion, the rectification of inaccurate data, the integration of incomplete data, the limitation of data processing in the cases provided by Section 18 GDPR, as well as to object to personal data processing whether it is based on Controller’s or third parties’ legitimate interest. They are also entitle to file a complaint with the Supervisory Authority. With reference to personal data of data subjects (other than employees and contractors) disclosed by the Client in order to executed services being the subject matter of the offer and processed by Reply on behalf of the Client, Reply undertakes that it and its own employees and/or contractors will comply with GDPR and to the obligations arising out of its appointment as data processor according to Section 28 GDPR as may be also provided by any agreement that may be entered into by the parties and which constitutes integral and essential part of the undertakings between the parties. Given the above, the Client hereby authorizes Reply to appoint sub-processors to be identified even (but without limitation to) in other companies belonging to Reply Group of companies and to be appointed in writing providing, by means of an agreement or any other legal act, the same obligations on data protection as those provided by this offer and/or in the separate appointing document. Reply, upon prior written notice, will provide to the Client a list of any appointed sub-processors and will inform the Client about any changes regarding addition or replacement of the appointed subjects, providing the Client with the opportunity to object to said changes. In case of inconsistencies between this clause and the contract appointing the data processor, the parties agree that this clause shall prevail. INFORMATION UPON SAFETY IN THE WORKPLACES Without prejudice to the provisions and/or obligations provided for by Italian Legislative Decree no. 81/2008 (Labour Health and Safety Act) as amended and supplemented, Reply and the Client shall provide to their respective Protection and Prevention Departments: * the safety organogram, with specification for each role; * indication of the specific risks existing at the workplace where the services hereunder will be rendered; * indication of the safety procedures applied at their respective premises. The Client hereby agrees to cooperate with Reply for the implementation of those preventive and protective measures which are required taking into account the risks related to the activities requested for the performance of the Agreement and to coordinate protection and prevention interventions related to risks which each Party’s employees are exposed to, in order to eliminate or, at least, decrease to any possible extent the risk caused by interference between each Party’s personnel. Furthermore, the Client shall prepare – if required by law – the “Document for the evaluation of interference risks” (“Documento Unico di Valutazione dei Rischi da Interferenze”) and comply with any other duty and/or obligations provided by any applicable law. LEGISLATIVE DECREE NO. 231/2001 For the purposes of this Agreement, the Client shall strictly comply with the provisions – related to relationships with customers – set forth by the Code of Conduct and the Business Organization Model implemented by Reply and its Group pursuant to Italian Legislative Decree no. 231 of 8th June 2001, as amended and supplemented, available at http://www.reply.eu/it/investors/corporategovernance/ and which the Client declares to know and unconditionally approve. TERMINATION OF THE AGREEMENT Reply shall be entitled to terminate the Agreement upon occurrence of any of the following events pursuant to Section 1456 of the Italian Civil Code: * the Client breaches any obligation provided for by clauses, “Confidentiality”, “Information upon safety in the workplaces” and “Legislative Decree no. 231/2001” above; * the Client is declared bankrupted or admitted to any other (even voluntary) insolvency or settlement proceedings; * the Client fails to pay the amount due under the Agreement. APPLICABLE LAW AND PLACE OF JURISDICTION The Agreement shall be construed and interpreted according to Italian law. Any dispute concerning the validity, interpretation, performance, fulfilment and/or termination of the Agreement shall be submitted to the exclusive jurisdiction of the Court of Turin, Italy. PRICES Contract to be negotiated specifically.