Terms and Conditions of Purchase

DISTANCE TRAINING AGREEMENT

(hereinafter also the “Contract”)

Between

Harpalis S.p.A. with registered office in Florence, Lungarno Amerigo Vespucci, 58, Fiscal Code 07095490483, VAT number 07095490483 and n. registration with the Florence Company Register 07095490483, in the person of its legal representative and managing director Luca Parenti (the “Company“).

on the one hand

and

And the customer, as indicated in the identification card (hereinafter also referred to as the “Customer“).

On the other side.

(Harpalis S.p.A. and the customer are also collectively referred to as the “Parties” and individually as the “Party“).

PROVIDED THAT:

  1. The Company operates in the professional services sector, and among its business units, one of them is dedicated to training related to consulting and professional services.
  2. More specifically, among other things, the Company intends to offer a professional training course, divided into 6 (six) online lessons, focusing on the topics of governance and management of family businesses (the “Course“). The Course will be made available to third parties for a fee.
  3. The Customer is an external individual, either a natural person or a company, who is not affiliated with the Company.
  4. The Company owns a digital platform (the “Platform“) through which the registration and payment process for the courses is completed.
  5. The course lessons are delivered through Zoom meetings. The access links to these meetings are sent to the Customer once the payment process has been completed.
  6. Therefore, the Parties, through this Agreement, intend to regulate the terms and conditions of the purchase and delivery of the Course, as well as the rights and obligations of the Parties regarding the Course’s use.

ALL OF THE FOREGOING CONSIDERED

All of the foregoing, which is an integral and substantial part of this Agreement along with the definitions and attachments, is hereby agreed and stipulated as follows:

  1. BACKGROUND, ATTACHMENTS, AND DEFINITIONS
    • The background and attachments are an integral and substantial part of this Agreement.
    • The Parties confirm the accuracy and essentiality, including for the purposes of interpreting this Agreement, of the facts stated and the statements made in the background section. The affirmation of these facts and the rendering of these statements correspond to the specific intent of the Parties to mutually express their precise will and shall never be considered as customary or stylistic clauses.
  1. SUBJECT MATTER AND CONTRACTUAL AGREEMENT
    • This Contract (hereinafter referred to as the “Contract“) aims to regulate the relationship between the Company and the Customer regarding the purchase and delivery of access to the course “FAMILY BUSINESS COURSE”.
    • The content of the Course is owned by the Company, which also holds all exploitation rights.
    • The characteristics of the Course, including the content, total duration, duration of each module, schedule, delivery methods, and prices, are outlined on the webpage https://www.harpalis.it/corso-family-business/.
    • The Contract is valid and effective upon the Customer’s acceptance of these general contract conditions.
    • Once the Customer opens the webpage https://www.harpalis.it/corso-family-business/, they will be required to provide their data – name, surname, email address – in order to select the quantity of course access they wish to purchase. The customer will then be required to select the payment method and enter their payment details.
    • The Customer will be asked to accept the general terms and conditions of purchase, which is the content of this Contract.
    • At the end of this process and upon payment of the corresponding fee, thus once the Contract is concluded, the Customer will receive a summary email containing the details of the selected course, specific instructions for accessing the course – including the Zoom meeting access links -, a detailed brochure of the topics covered in the Course lessons, the payment receipt, and a copy of the accepted general conditions.
    • Once the Contract is concluded, it is stored and archived in digital form on the server of Harpalis S.p.A. in accordance with confidentiality and security criteria.
    • In the event that, due to unforeseen and unforeseeable circumstances, Harpalis S.p.A. is unable to deliver one or more modules of the Course and needs to reschedule or advance the communicated date, Harpalis will promptly communicate such changes to the Customer. In this regard, the Customer expressly waives any claims or actions for compensation against Harpalis resulting from the modification of dates and/or times of the modules.
  1. COMMITMENTS OF THE CUSTOMER
    • By signing the Contract, the Customer is obligated to verify that the information entered in the identification and registration form is accurate, precise, truthful, and up-to-date. The Customer assumes full and complete responsibility for the correctness of this information.
    • In order to proceed with the purchase of participation in the Course, the Customer will need to:
  2. Translation: Select the number of Course accesses they wish to purchase and the preferred payment method.
  3. Confirm the choices made during the purchase, including the selected number of Course accesses and the payment method, with the option to correct any errors and/or modify their choices if needed.
  • Accept the present general terms and conditions of the contract.
    • Before making the purchase, the Customer is required to verify the compatibility of their operating system with the selected course on the website. In case of any doubts, the Customer should request information from Harpalis (info@harpalis.it) to confirm the compatibility of their electronic device and operating system with the chosen course. In the absence of such preliminary verification, no charges or liabilities can be attributed to Harpalis for malfunctions or service disruptions resulting from the incompatibility of the service with the version of the operating system used by the Customer on their devices.
  1. COMMITMENTS OF THE COMPANY
    • Translation: The Company undertakes to promptly communicate to the Customer via email any postponement of a lesson due to unforeseen events.
  1. PAYMENT METHODS
    • Payment can be made through the following methods:
  2. Credit cards enabled with VISA/ELECTRON, MASTERCARD, MAESTRO, PAYPAL circuits can be used for payment.
    • Bank transfer to Banca Cambiano 1884 S.p.A., Viale Francesco Talenti 91. IBAN: IT49 N084 2502 8000 0003 1660 814. ABI: 08425, CAB: 02800, C/C: 00003166081. The mandatory reason for payment is as follows: Course name and billing company.
    • Harpalis will issue a regular invoice for the amount due from the Customer following the payment or payment deadline as stated in paragraph 5.1.

  1. NON-PARTICIPATION IN A LESSON
    • The Customer who does not use one or more course accesses cannot claim anything against Harpalis in any capacity, including compensation.
  1. COST AND DURATION OF THE COURSE
    • The cost of the Course varies depending on the chosen method and the type of Customer, as indicated in the following table:
  2. € 250,00 Complete Course
  3. € 100,00 Complete Course – for individuals with a degree in legal and commercial professions who are not yet registered in the respective professional registers (maximum of 16 seats)
  • € 60,00 Single Module
    • The Course will have a duration of 3 (three) weeks. Harpalis S.p.A. reserves the right to postpone the lessons in case of unforeseen circumstances, with prior communication to the Customer via email.
  1. INTELLECTUAL PROPERTY
    • According to the copyright law (Legislative Decree 633/41), all intellectual property rights to the teaching materials, if provided to the Course participants, are the exclusive property of Harpalis S.p.A. and/or the instructors. Therefore, the Customer has the sole right to use the materials internally to support their own business activities, explicitly excluding any other rights, including but not limited to the right to transfer or make available to third parties, in whole or in part, in any form or through any medium.
    • Except for internal use to support their business activities, the Customer and/or employees/collaborators who use the purchased coupons shall not copy, record, store, modify, publish, promote, distribute, sell, transfer (even for free) any teaching materials, text, image, video, or any other content accessed or obtained during the course, either in whole or in part, without the consent of Harpalis S.p.A.
  1. PROCESSING OF PERSONAL DATA

  1. LIMITATIONS OF LIABILITY
    • Subject to the non-waivable limits imposed by law, Harpalis shall not be liable for any failures due to force majeure events, including but not limited to exceptional and unforeseeable circumstances such as strikes, civil unrest, intentional damage, fires, floods, epidemics, and storms.
    • Harpalis will be liable to the Client only within the non-waivable limits provided by applicable laws.
    • Harpalis guarantees that the delivered products, the Course lessons, correspond to those indicated on the Website.
    • To the maximum extent permitted by law, Harpalis assumes no responsibility for any damages, claims, direct or indirect losses incurred by the Customer due to the failure or faulty operation of their own or third-party electronic equipment. Harpalis cannot be held responsible for damages resulting from the non-performance of services offered due to the incorrect or malfunctioning of electronic communication means beyond its reasonable control, including but not limited to fires, natural disasters, power outages, unavailability of telephone lines or other network service providers, as well as actions by other parties accessing the Customer’s network.
    • Harpalis shall not be responsible for any damages or losses incurred by the Customer due to non-compliant billing caused by incorrect input of their data by the Customer.
  1. Changes to the General Terms and Conditions of the contract and the right of withdrawal.
    • Harpalis S.p.A. reserves the right to modify these general terms and conditions, as well as the terms and features of the services offered on the Website, at any time. Such modifications will be communicated to users/customers through general notices posted on the Website and/or via email to the customer, indicating the effective date of the changes. The effective date of the modifications will be at least ten (10) days after the general notice and/or communication has been made. As a consequence of the aforementioned unilateral modification of the terms, the Customer shall have the right to withdraw from this Contract within 5 (five) days from the date of the communication regarding the unilateral modification of the terms. The withdrawal must be communicated in writing to the email address harpalis@pec.it.
  1. The applicable law and competent jurisdiction shall be as follows:
    • The Contract is governed by Italian law. Any dispute relating to the application, execution, interpretation and violation of the Contract will be the exclusive jurisdiction of the Court of Florence.

  1. GENERAL PROVISIONS
    • If a provision of this Agreement should be null, invalid, ineffective and/or unenforceable based on current or future laws in force during the term of the Agreement, such provision will be understood as if it had never been part of the Agreement; the remaining provisions of the Contract will continue to have full effect and validity and will not be affected by the illegal and invalid, ineffective and/or unenforceable provision. Furthermore, such illegal, invalid, ineffective and/or unenforceable provision will automatically be replaced by a provision that has the content and purpose pursued by the one replaced.
    • The headings of the articles are intended for mere convenience and are not binding for the purpose of interpreting the Contract.

ACCEPTANCE

By accepting this contract, the Customer declares to have read and understood this contract and to accept all its terms and conditions.