TERMS AND CONDITIONS OF SALE

GENERAL SECTION

Article 1 – General Principles

1. This document contains the general terms and conditions (hereinafter referred to as the “General Terms and Conditions”) applicable to all contracts entered into by Beantech S.r.l., with its registered office in Udine, Via Ivrea No. 5, Tax ID and Registration No. in the Pordenone-Udine Business Register: 02175740303 (hereinafter referred to as “Beantech”).

2. In this document, the terms listed in the left column shall have the meanings specified in the right column:

Term	Meaning
Client	is the company, whether Italian or foreign, that enters into a contract with Beantech
Licensor’s Terms	refers to the general terms and conditions governing the use of third-party products that Beantech resells to the Customer
Agreement	means the agreement entered into between Beantech and the Customer (for information regarding the conclusion of the Agreement, see the definition of “Offer”)
Milestone(s)	in the context of a project involving a series of activities aimed at achieving a final goal, refers to each intermediate milestone associated with a specific outcome
Offer	means the document by which Beantech (including through agents or other parties appointed by it) makes a contractual proposal to the Customer; such Offer, if accepted by the Customer (and signed by the Customer to confirm acceptance in its entirety) under the terms set forth in the Offer itself and in these General Terms and Conditions, gives rise to the Contract; The Contract is deemed to be concluded at the moment Beantech is notified of the Customer’s acceptance

3. Since Beantech provides various types of services, these General Terms and Conditions are structured as follows: (i) a General Section containing provisions applicable to all types of contracts, and (ii) a Special Section containing provisions applicable to a specific type of contract.

4. By accepting the Offer made by Beantech and signing it—as also indicated in the Offer itself—the Customer accepts the content of these General Terms and Conditions and undertakes to comply with their provisions in the performance of the contractual relationship established with Beantech.

5. These General Terms and Conditions shall prevail over any similar documents prepared by the Customer, unless Beantech has specifically stated in its Offer that it does not intend to rely on them or has accepted, on a case-by-case basis, any exceptions or differing provisions.

6. The General Terms and Conditions, together with the provisions contained in the Offer and the provisions of any other documents referred to by the parties, constitute the entire terms governing the contractual relationship between Beantech and the Customer; these terms supersede any prior agreement between Beantech and the Customer concerning the same subject matter.

7. All terms and/or time periods specified in these General Terms and Conditions, as well as, more generally, in all contractual documents, shall be understood to refer to calendar days, unless otherwise specified as business days. Unless otherwise indicated in the Offer, the initial effective date of the first term provided for in the Offers is the moment Beantech becomes aware of the Customer’s acceptance of the Offer.

8. The Customer declares that they are acting as a professional entity, excluding the status of consumer pursuant to Legislative Decree 206/2005, which, therefore, does not apply to the contractual relationship between Beantech and the Customer.

9. These Terms and Conditions are published on the Beantech website at https://www.beantech.it/en/terms-and-conditions-of-sale/

Article 2 – Validity of Offers

1. The Offer shall remain valid for the period specified in the Offer itself. In the absence of such a specification, the Offer shall remain valid for 30 days from the date of issuance indicated on the Offer itself (regardless of the date of actual transmission to the Customer and/or receipt by the Customer).

2. Within the Offer’s validity period, the Customer must provide Beantech with their acceptance by signing the Offer in its entirety, including the reference to these General Terms and Conditions. An incomplete signature on the Offer does not constitute acceptance.

3. If the Offer’s validity period expires without Beantech having received notice of the Customer’s acceptance, the Offer shall be deemed automatically revoked and/or void. The Customer’s acceptance received by Beantech after the Offer’s validity period has expired may nevertheless be considered by Beantech, which shall be free to confirm its original proposal regardless of the expiration of the Offer’s validity period by communicating such intent to the Customer; in this case, the Contract shall be deemed entered into only upon the Customer’s receipt of such expression of intent from Beantech.

Article 3 – Payments

1. The Customer agrees to pay Beantech the fees set forth in the Offer within the timeframes and in accordance with the procedures specified therein.

2. Once the payment deadline specified in the Offer has passed, late payment interest will be automatically charged to the Customer in accordance with Legislative Decree 231/2002, without the need for any prior request or notice.

3. In the event of failure to make timely and full payment of any amount due under the Contract by the agreed due dates, and without prejudice to any remedy for termination of the Contract provided for in these General Terms and Conditions, Beantech shall have the right to suspend the performance of its services, upon written notice to the Customer, until full payment of the outstanding amounts. The Customer shall not be entitled to raise any objection against Beantech in this regard.

4. Under no circumstances shall the Customer be entitled to set off amounts owed to Beantech under the Contract against any sums owed by Beantech to the Customer for any other reason.

5. The Customer may not raise any objection and/or claim against Beantech if the Customer is in default of payment. Any disputes do not confer upon the Customer any right to delay and/or suspend and/or otherwise modify the payment terms as set forth in the Offer.

Article 4 – Warranty and Complaints. Limitations of Liability

1. Without prejudice to the specific provisions contained in the Special Section of these General Terms and Conditions with respect to each type of contract, this article governs certain aspects common to all such contract types.

2. Beantech warrants that all of its services will be performed diligently and in accordance with applicable professional standards.

3. The Customer undertakes to notify Beantech no later than 8 days from discovery (for services referred to in Sections I and II of the Special Part) or no later than 60 days from discovery (for services referred to in Section IV of the Special Part), and subject in any case to compliance with any different time limits that may be specified for each type of contract in the Special Part of the General Terms and Conditions, of any defect, malfunction, and/or non-conformity found in the services provided by Beantech with respect to the requirements set forth in the Offer.

4. The maximum duration of any warranty provided by Beantech is 12 months from the date on which Beantech performed the service for the Customer giving rise to the warranty (e.g., delivery, performance of work, installation, etc.). Once this 12-month period has elapsed, the Customer may no longer claim any warranty from Beantech. In the event that the Customer invokes the warranty granted by Beantech within the period specified above, Beantech shall be obligated solely to provide the appropriate means to remedy the defects, without assuming any obligation of result and excluding any other type of legal or contractual remedy, including compensation (except as provided below and within the limits indicated); the Customer, however, forfeits all warranty rights upon the expiration of the period indicated in the preceding paragraph or following the successful completion of verification tests, where applicable.

5. Except in cases of willful misconduct or gross negligence, Beantech shall in no way be liable for, or assume any warranty in connection with, goods or services provided by the Customer to any third party, as well as products supplied or services rendered by third parties, regardless of whether such relationships are connected to and/or even merely related to the services provided by Beantech. With regard to such third-party products or services, the Customer shall have only the rights arising from the warranties offered by the third parties themselves and may enforce such warranties not against Beantech, but exclusively against the third-party suppliers of the products or services.

6. The content of the warranty provided for in this article, as well as in the articles contained in the Special Section relating to each type of contract, supersedes and replaces any other warranty of legal or contractual origin, and constitutes the sole warranty granted by Beantech in connection with the Contract.

7. The warranty covers only the products supplied by Beantech in their original configuration, including any customizations and accessories provided by Beantech. Furthermore, warranty coverage is contingent upon verification that the activities and procedures outlined in the manuals provided to the Customer and/or in the instructions issued by Beantech have been followed.

8. In any event, except in cases of willful misconduct or gross negligence, Beantech shall under no circumstances be liable, whether under contractual or tortious liability, for damages of any kind, whether direct or indirect, in an amount exceeding the total amount of fees paid by the Customer in connection with the Contract whose performance gave rise to Beantech’s liability. In the case of long-term contracts, to determine the aforementioned limit, the fees paid in relation to the 12 months preceding the date on which the event causing the claimed damage occurred shall be taken into account. With regard to the resale of licenses (Section I of the Special Part), the maximum limit of Beantech’s liability shall be based on the difference between the amount paid to Beantech by the Customer and the cost of Beantech’s purchase of the licenses. Beantech shall not, in any case, be liable for damages that were unforeseeable at the time of the conclusion of this Agreement, nor for consequential, indirect, or incidental damages (including those related to production downtime, data loss, restoration costs, etc.) or damages related to losses, including loss of profits, savings, or business opportunities. Similarly, Beantech shall in no way be held liable for any loss of the Customer’s data if the Customer has not created a backup copy of the entire archive affected by the work prior to Beantech’s intervention. Beantech shall not be held liable for delays or failures to perform due to unforeseeable circumstances, force majeure, or other events that could not have been foreseen at the time the Contract was entered into.

9. Except in cases of willful misconduct or gross negligence, the Customer acknowledges that Beantech provides the services solely in the Customer’s best interest. Therefore, the Customer shall indemnify and hold harmless Beantech, its affiliates, partners, officers, and employees from any costs, expenses, damages, and any other sums arising from liability (including defense costs) that may result from claims made by third parties in connection with the performance of services rendered by Beantech under the Contract.

10. In addition to the foregoing, the Customer shall forfeit any warranty in the event of: (i) incompleteness and/or inaccuracy of the information provided to Beantech and necessary for the performance of the services; (ii) failure to respond, or delayed, incomplete, and/or inaccurate response to requests for information that may be submitted by Beantech during the performance of the services; (iii) failure to promptly implement the instructions provided by Beantech and/or failure to promptly obtain the approvals/authorizations necessary for the performance of the services; (iv) failure to provide Beantech’s personnel with adequate offices, resources, materials, and anything else necessary for the performance of the services that is not expressly provided for at Beantech’s expense.

Article 5 – Confidentiality

1. The Customer shall not use and/or disclose to third parties, for purposes unrelated to the performance of the Contract, any industrial, commercial, or business secrets, as well as any other technical information of a confidential nature—even if not expressly designated as such—relating to Beantech’s business activities and corporate organization, of which the Customer has become aware by virtue of the performance of the Contract.

2. The Customer undertakes to keep the contents of the Offer confidential in their entirety and not to disclose them, in whole or in part, to third parties.

Article 6 – Beantech Employees

1. During the term of this Agreement and for a period of 12 months following the last service provided by Beantech, the Customer undertakes not to make offers of employment and/or collaboration to Beantech’s employees and/or collaborators, nor to accept equivalent proposals from them, nor to engage in any conduct toward employees and/or collaborators that could be construed as a violation of the civil law principles guaranteeing fairness in relations between debtor and creditor and protecting against acts of unfair competition. A breach of this undertaking shall result in the immediate termination of any Contract still in effect, without prejudice to the Customer’s obligation to fully fulfill all financial obligations provided for in said Contract and subject to any claim for damages.

2. With respect to any activity set forth in the Contract, the Customer acknowledges—and hereby expressly authorizes Beantech to do so—that Beantech may partially subcontract the activities set forth in the Contract to third parties trusted by Beantech; all without prejudice to Beantech’s liability toward its subcontractors.

Article 7 – Express Termination Clause

1. Beantech may terminate the Contract early by invoking, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, the express termination clause in the cases specified in the other articles of these General Terms and Conditions and/or the Contract, as well as in the following cases:

(a) breach of the provisions set forth in Article 5;

(b) breach of the commitment set forth in Article 6, paragraph 1, if such breach occurs during the term of the Contract;

(d) failure to comply, even on a single occasion, with the payment deadlines as provided for each type of contract in the Special Section of these General Terms and Conditions.

2. In the aforementioned cases, the Contract shall be terminated upon the Customer’s receipt of the notice, sent via certified email, in which Beantech declares its intention to invoke the express termination clause.

Article 8 – Final Provisions

1. The invalidity or unenforceability of any provision of these General Terms and Conditions or of the Agreement, for whatever reason, shall not render the General Terms and Conditions or the Agreement invalid in their entirety, nor shall it affect any other contractual provisions not directly related to and/or dependent upon the provision deemed invalid and/or unenforceable. The fact that one of the parties does not at any time enforce the rights granted by one or more clauses of these General Terms and Conditions shall not be construed as a waiver of such rights, nor shall it prevent the party from subsequently demanding their strict and timely observance.

2. These General Terms and Conditions, as well as the individual Contract governed by them, shall be governed by Italian law, with the application of the provisions of private international law and conflict-of-laws rules being expressly excluded in all cases.

3. The Customer may not assign or otherwise transfer the Contract, its performance, or the rights arising therefrom to third parties without Beantech’s prior written consent. Beantech shall be free to assign to third parties any claims arising from the Contract. Any communication regarding the Contract must be made in writing, via certified email sent to the addresses indicated in the Offer, and shall be effective upon receipt by the recipient. No amendment or waiver of the content of these General Terms and Conditions or the terms of the Offer shall be deemed valid unless agreed upon in a written document countersigned by both Beantech and the Customer.

4. All disputes arising from the Contract or these General Terms and Conditions, or otherwise related thereto, shall be subject to the exclusive jurisdiction of the Court of Udine, unless mandatory provisions of law establish a different exclusive jurisdiction.

5. The Customer hereby declares that they have reviewed Beantech’s Code of Ethics, examined it, and fully understood its meaning and content, and hereby declares that they accept it in its entirety. The Customer undertakes to comply with Beantech’s Code of Ethics, declaring that they share its principles and, more generally, its content. The Customer undertakes to ensure that Beantech’s Code of Ethics is observed by its employees, its collaborators, and, more generally, by all third parties employed, in any capacity, in the business activities carried out by the Customer.

SPECIAL SECTION

This Special Section sets forth the General Terms and Conditions applicable to specific types of contracts (divided into Sections). For each type of contract, therefore, the General Terms and Conditions set forth in the General Section shall apply, as well as those contained in the section governing that specific type of contract.

SECTION I – RESALE OF LICENSES

Article 9 – Purpose

1. This section governs the resale of software licenses by Beantech. The license grants the Customer the right to use the licensed software for a number of users not exceeding the number specified in the Offer and for the purposes indicated in the software user documentation, which the Customer declares to have already received and to be fully familiar with.

2. Unless otherwise specified in the Offer, all activities related to the use of the licensed software shall remain the sole responsibility of the Customer, without Beantech assuming any obligation in this regard, including, but not limited to: installation activities and any preparatory or subsequent activities, software customization, assistance with the installation/configuration/use of the software or its updates/patches, bug fixes, training of the Customer’s personnel, etc.

Article 10 – Acceptance of License Terms. Condition Precedent. Penalty.

1. Along with the Offer, Beantech will also send the License Terms to the Customer. Upon acceptance, the Customer must return to Beantech the Offer, countersigned to indicate acceptance in its entirety, as well as the License Terms, countersigned to indicate acceptance.

2. The Customer’s full acceptance of the License Terms and their return to Beantech constitute a condition precedent to any obligation and/or performance incumbent upon Beantech. If the signed License Terms are not sent, Beantech shall not be obligated to perform any services, without prejudice to all contractual obligations incumbent upon the Customer (including, among other things, the obligation to pay the consideration). Any delay in the performance of the services incumbent upon Beantech, due to the failure to send or the delayed sending of the License Terms, shall remain the sole responsibility of the Customer. In such a case, the Customer may not make any claims against Beantech, nor may the Customer request modifications to the services incumbent upon Beantech.

3. Failure to submit the Licensee’s Terms within a maximum of 5 (five) days from the submission of acceptance of the Offer shall result in automatic termination of the Contract due to the Customer’s fault.

Article 11 – Warranty. Lapse of Warranty.

1. Beantech shall guarantee only that the license provided complies with the terms of the Offer. The Customer must verify that the license provided corresponds to the terms of the Offer within 8 days of delivery. If no objections are submitted within this period (which is to be considered final), the delivery shall be deemed duly accepted by the Customer, and consequently, no subsequent objections may be raised by the Customer. Failure by the Customer to submit a report within the period specified herein shall also result in forfeiture of the warranty provided above.

2. Beantech assumes no warranty regarding the performance of the licensed software, its suitability for the Customer’s needs, its quality and/or proper functioning, the absence of bugs or malfunctions in general, its incompatibility with the Customer’s systems (hardware and software), the absence of copyright and/or patent infringement in relation to the software, and, more generally, the technical characteristics of the software itself. The Customer acknowledges that the choice of the type of software covered by the Offer and the License Terms was made by the Customer entirely independently, including through its own consultants, without any involvement of Beantech.

Article 12 – Intellectual Property Rights in the Licensed Software

1. The Customer acknowledges and agrees that the licensor of the software referred to in the License Terms retains all ownership rights, including intellectual property rights, with respect to the licensed software. All rights are reserved, and this Agreement does not grant the Customer, even implicitly, by acquiescence, or otherwise, any rights other than those specifically described herein.

2. The Customer is not permitted to: (i) use the licensed software for purposes or objectives unrelated to those set forth in the Agreement, (ii) perform or authorize the reverse engineering, disassembly, or decompilation of the licensed software, (iii) take any actions that could cause harm to the software licensor, and (iv) resell the licensed software.

3. Beantech disclaims all liability and, therefore, will not provide any compensation, even in the event of early termination of the license, if the Customer has modified the software, or if the Customer has used the software for purposes unrelated to the use described in the relevant user documentation, or if the Customer uses an outdated version of the software, provided that the violation could have been avoided by using an updated and unmodified version of the software.

4. The Customer shall be required to indemnify Beantech and/or the licensor if a third party claims that the software, when used in conjunction with any product or service provided by the Customer, infringes its intellectual property rights, and if such a claim could have been avoided by using the software exclusively.

SECTION II – HARDWARE

Article 13 – Purpose and Characteristics of the Products

1. This section governs the sale or rental of hardware products by Beantech to the Customer.

2. By accepting the Offer and, consequently, by entering into the Contract, the Customer acknowledges that they have carefully reviewed the technical, functional, and aesthetic characteristics of the ordered products and deem them suitable for the use to which they intend, directly or indirectly, to put them.

3. The Customer agrees not to make any modifications to the product sold and/or rented and to comply with, and hereby declares knowledge of, its terms of use.

Article 14 – Delivery of Hardware

1. The delivery terms for the products, where specified in the Offer, shall commence on the date Beantech receives acceptance of the Offer. Delivery terms are indicated in business days and are not to be considered binding. Beantech will fulfill orders within the established timeframe, taking into account its own organizational and commercial needs, including through multiple deliveries, which the Customer hereby agrees to accept. The Customer hereby declares that any delay in the delivery of the ordered goods shall not entitle the Customer to terminate the Contract, but only to claim compensation for any damages incurred.

2. The goods purchased by the Customer are always transported at the Customer’s own risk. Consequently, the risk of loss or damage during transport is borne by the Customer until delivery.

3. The Customer undertakes to store the product in optimal conditions until payment is made by the Customer.

Article 15 – Warranty and Liability

1. The Customer has a grace period of 8 days from receipt of the purchased and/or rented products to notify Beantech of any defects and/or malfunctions in said products. Upon expiration of this period, the goods shall be deemed to have been definitively accepted by the Customer.

2. Products purchased and/or rented are covered by a warranty for a period of 12 months from the date of delivery to the Customer. This warranty is valid against malfunctions and manufacturing defects only if verified by a service center or a third-party supplier designated by Beantech. During the warranty period, Beantech undertakes to restore the functionality of the purchased and/or rented products by replacing or repairing defective parts through an authorized service center. The replacement and/or repair of the products will be guaranteed within 60 days of Beantech receiving the Customer’s request. The warranty does not cover defects or malfunctions resulting from: (i) unauthorized modifications to the products or misuse thereof, (ii) use of the products in an environment that does not comply with the specifications for the product, (iii) accidents caused by third parties, and (iv) incorrect installation of the products by the Customer and/or by suppliers chosen by the Customer. If the Customer, directly or indirectly, detects a possible defect or malfunction in the products, they are required to notify Beantech as soon as possible to allow for prompt inspection and/or repair and/or replacement. Once Beantech has conducted the necessary checks and confirmed the actual presence of a defect or malfunction in the purchased and/or rented products, arrangements will be made for repair at a third-party supplier designated by Beantech. If the product defect is such that it cannot be repaired, and provided it falls within the warranty period, the product may be replaced with a similar one or one of equivalent performance. The costs of replacement and repair, as well as the cost of the new product, if any, shall be borne by Beantech throughout the warranty period specified above; In all other cases—including failure or malfunction attributable to tampering or interventions performed directly by the Customer, or other direct or indirect events resulting in the failure or malfunction of the product—the costs of replacement or repair shall be borne entirely by the Customer. Services requested by the Customer after the end of the warranty period will be billed to the Customer by Beantech based on the type and scope of the service.

Article 16 – Retention of Title

1. If the Offer specifies that the product is sold subject to retention of title in favor of Beantech, the provisions of this Article shall also apply.

2. The Customer acquires ownership of the product upon payment of the final installment, but assumes all risks from the moment of delivery.

3. Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, Beantech may terminate the Contract in the event of non-payment of a single installment, or of multiple installments, exceeding one-eighth of the price. In such a case, termination shall occur automatically following notification, via certified email (PEC), sent by Beantech to the Customer and stating the intention to invoke this termination clause. Beantech shall be entitled to the immediate return of the product and, if any installments have already been paid, to retain such amounts as compensation; all without prejudice to Beantech’s right to further compensation for damages suffered.

Article 17 – Rental

1. If the Offer specifies that the product is provided to the Customer on a rental basis, the provisions of this Article shall also apply.

2. In exchange for the rental of the products, the Customer agrees to pay Beantech the rental fees specified in the Offer. Ownership of the rented property shall remain with Beantech at all times, and the Customer shall have no rights whatsoever regarding ownership of the product. Upon termination of the Contract, the product must be immediately returned to Beantech in the same condition in which it was received, except for normal wear and tear due to age or normal use.

3. Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, Beantech may terminate the Contract in the event of the Customer’s failure to pay a single rental fee. In such a case, termination shall occur automatically following notification, via certified email (PEC), sent by Beantech to the Customer and stating the intention to invoke this termination clause. Following termination of the Contract, Beantech shall be entitled to the immediate return of the rented product.

SECTION III – SUPPORT SERVICES

Article 18 – Subject Matter

1. This section governs the provision by Beantech of support services through its own qualified personnel, for the purpose of assisting the Customer’s staff and/or IT infrastructure.

2. The support activities performed by Beantech are divided into: (i) on-call support service, (ii) prepaid support service, and (iii) so-called “managed services.”

3. All activities and services covered by this section will be performed by Beantech using its own employees or, in any case, personnel whose services Beantech is legally entitled to utilize. Beantech does not guarantee the Client the use of a specific resource, as it is solely obligated to ensure the performance of the activities set forth in the Contract, regardless of the identity of the resource employed.

4. As a general rule, the activities referred to in this section are performed remotely. If, due to the nature of the activity or at the Client’s express request, on-site presence becomes necessary, the Client shall reimburse Beantech, in addition to the applicable fee, for travel expenses, as agreed in the Contract.

5. Beantech—in relation to all contractual matters governed by this section—assumes only an obligation of means, without assuming any liability regarding any result expected by the Customer. In particular, Beantech undertakes solely to provide the Customer with the requested support service by employing specialized resources in relation to the reported issue.

Article 19 – Types of Support Services

1. The Offer shall specify the type of support that Beantech undertakes to provide to the Customer.

2. If the Offer provides for on-demand support, the provisions of paragraphs 3 through 5 of this Article shall apply; if the Offer provides for prepaid support, the provisions of paragraphs 6 through 8 of this Article shall apply; if the Offer provides for so-called “managed services,” the provisions of paragraphs 9 through 10 of this Article shall apply.

3. The conclusion of the On-Call Support Contract shall constitute a framework agreement whereby Beantech and the Customer establish the financial terms for any provision of support services by Beantech personnel and shall have the duration specified in the Offer. Given its programmatic nature, the execution of the framework agreement does not constitute a source of contractual obligations nor does it create expectations regarding the execution of future implementing contracts; it merely identifies the general provisions governing subsequent agreements, which are issued in accordance with the procedures set forth below.

4. Customers wishing to utilize the professional services provided by Beantech must submit to Beantech, in as much detail as possible, the requirements underlying their request. Upon receiving the Customer’s request and verifying the availability of resources, Beantech will inform the Customer of the estimated time required to process the request and the timeframe during which the service can be provided. In the absence of a written response from the Customer by the end of the business day following the submission of the availability notice, Beantech may release the resource, considering the service unconfirmed. Conversely, if the Customer intends to confirm the proposal, they must do so by the business day following receipt of Beantech’s notice. Receipt of such acceptance shall constitute the effective date of the Implementation Agreement.

5. Upon completion of the support activities, Beantech will send the Customer a report detailing the hours spent by Beantech on the support activities, specifying the amount due for the services provided by Beantech. The Customer must comply with the payment terms set forth in the Offer.

6. Upon entering into the Prepaid Support Agreement, the Customer purchases in advance a certain number of support hours that Beantech undertakes to provide to the Customer. Beantech’s obligation to provide support shall be subject to the condition precedent of the Customer’s actual payment of the amount specified in the Offer. The Offer will specify a deadline by which the Customer must use the purchased support hours; once this deadline has passed, Beantech will no longer be obligated to provide any services to the Customer, even if the Customer has not yet used up the hours at their disposal.

7. A Customer intending to utilize the professional services provided by Beantech must submit to Beantech, in as much detail as possible, the requirements underlying the request. Upon receiving the Customer’s request and verifying the availability of resources, Beantech will notify the Customer of the timeframe for processing the request and the period during which the service may be provided.

8. Upon completion of the support activities, Beantech will send the Customer a report detailing the hours spent by Beantech on the support activity, specifying the remaining hours available to the Customer based on the concluded Contract.

9. Upon execution of the so-called “managed services” support contract, the Customer purchases a support service from Beantech for the period specified in the Offer.

10. Any Customer wishing to avail themselves of the professional services provided by Beantech must submit to Beantech, in as much detail as possible, the specific requirements underlying the request. Upon receiving the Customer’s request and verifying the availability of resources, Beantech will notify the Customer of the timeframe for processing the request and the period during which the service can be provided.

11. Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, Beantech may terminate the Contract in the event of non-payment of even a single support fee by the Customer. In such a case, termination shall occur automatically following the notice, sent via certified email (PEC), from Beantech to the Customer stating the intention to invoke this termination clause. Should Beantech exercise the right provided for in the express termination clause, Beantech shall no longer provide any services to the Customer.

Article 20 – General Provisions for Support Services

1. The Customer must submit support requests in accordance with the terms and by the means specified by Beantech in the Offer.

SECTION IV – CONSULTING SERVICES

Article 21 – Scope

1. This section governs the provision of consulting services by Beantech to the Client.

2. The Client agrees to inform Beantech of the specific needs it intends to address through the implementation of the consulting project entrusted to Beantech.

3. Based on the information provided, Beantech shall prepare the Proposal, with the Client’s collaboration as needed regarding technical aspects, detailing the scope of the requested consulting services, the cost of the services, the billing and payment terms, the project timeline, and, if applicable, the milestones.

4. The timelines indicated in the Proposal are not binding on Beantech and are purely indicative, unless their binding nature is expressly requested by the Client at the time of the Proposal.

5. Unless otherwise agreed in the Offer, the consulting services do not include the provision or licensing of the underlying technology and/or platforms; the provision or licensing of such technology/platforms remains the responsibility of the Client, who is, however, free to engage Beantech for these activities as well, by entering into a separate and additional agreement.

6. Unless otherwise specified in the Offer, the consulting services do not include any subsequent monitoring of the performance of the project implemented by the Client. Should the Client require such services, they may be provided under a separate and independent offer.

7. As a general rule, activities are carried out remotely; should on-site presence be required due to the nature of the activities or upon the Client’s explicit request, the Client shall reimburse Beantech, in addition to the agreed fees, for travel and accommodation expenses, in accordance with the terms set out in the Contract.

Article 22 – Nature of the Services

1. Beantech undertakes solely an obligation of means and does not assume any responsibility with regard to the achievement of the results expected by the Client. In particular, Beantech is only obliged to provide the consulting services requested by the Client in compliance with the requirements set out in the Offer, without any guarantee as to the impact and/or outcomes expected by the Client in relation to its production processes, organization, or, more generally, its business activities.

2. The Client undertakes to carry out all activities assigned to it as quickly as possible and, in any case, within the timeframes specified in the Offer. This obligation also applies to any activities connected to the work of third parties (e.g., hardware suppliers, software providers, collaborators in general, etc.). Should Beantech be unable to perform the services set out in the Contract for any reason attributable to the Client and/or the Client’s suppliers, Beantech shall have the right to suspend its performance and to request payment from the Client for the services rendered up to that point. If such suspension continues for more than 60 days, Beantech shall have the right to terminate the Contract and to request from the Client payment for the services performed up to the termination date, reimbursement of costs incurred, and compensation for damages, which the Client and Beantech hereby agree shall be quantified as 80% of the value of the remaining services set out in the Offer.

Article 23 – Interim Checks. Delivery

1. Upon reaching a Milestone, Beantech shall notify the Client of the completion of the relevant operational phase and shall provide the Client with the related documentation.

2. Upon execution of the acceptance report relating to the Milestone, or in the absence of any objections and/or remarks by the Client within 10 days following the submission of the documentation, such documentation shall be deemed accepted for all purposes and, likewise, the underlying work shall be deemed accepted.

3. Upon completion of the project, Beantech shall notify the Client in writing of the completion of the works or shall have the Client sign a completion report. Within 60 days from such notification or from the execution of the completion report, the Client must notify Beantech of any defects and/or non-conformities in the services rendered. Should the Client report malfunctions and/or non-conformities, Beantech shall take action through its personnel to remedy the reported issues. Once the reported defects and/or non-conformities have been resolved, Beantech and the Client shall sign a specific report certifying such resolution. In the absence of any communication from the Client within the above-mentioned term, the work shall be deemed successfully tested and accepted in full by the Client, and Beantech shall be entitled to receive payment of the price (or any outstanding balance thereof).

Article 24 – Liability. Limitation of Liability. Exclusions

1. Beantech shall be liable solely for the consulting services it has provided to the Client.

2. Should any action and/or omission by the Client (and/or third-party suppliers appointed by the Client) result in an extension of the timelines set out in the Offer, all deadlines and/or Milestones assigned to Beantech shall be automatically extended by a period equal to one and a half times the duration of the delay attributable to the Client and/or the appointed third party. It is understood that, should such delay result in additional costs for Beantech, Beantech shall be entitled to recharge such costs to the Client, either by including them in the next invoice or, at Beantech’s discretion, by issuing a specific invoice. In any case, Beantech reserves the right to seek compensation for all damages related to such delay.

3. In the case referred to in paragraph 2 above, should any contractual provision provide for penalties or similar charges against Beantech in the event of delay, no such amounts shall be due by Beantech for any reason or on any grounds arising from the extension of the timelines.