Signo Motus' Terms and Standard Conditions

  1. These Standard Terms and Conditions of Business (“Terms and Conditions”) are a legal agreement between you individually, or if you are authorized to acquire Signo Motus' products, software or access and/or use our services and any and all enhancements, modifications, revisions and/or new versions thereof (collectively, “Products,” “our Products” or “Product”) on behalf of your company or another organization between the whom you represent, and/or if you are a reseller of Signo Motus’ Products (in all instances, “you” or “yours”) and Signo Motus (“we", “our", or “Signo Motus”). Signo Motus means Signo Motus S.r.l. via Panoramica 340, 98168 Messina, Italy. These Terms and Conditions govern your purchase or resale of our Products, directly from us, in any manner, including via our website (www.signomotus.it, www.nutrimentaveterinaria.com and any subsequent second, third, etc. levels of signomotus.it e nutrimentaveterinaria.com). BY ACCEPTING THESE TERMS AND CONDITIONS, YOU CONFIRM THAT YOU ARE OVER 18 AND ARE LAWFULLY ABLE TO ENTER INTO AND FORM CONTRACTS. BY USING OUR PRODUCTS, CLICKING THE “I AGREE”, “ACCEPT” OR “YES” BUTTON, LOADING THE PRODUCTS OR OTHERWISE INDICATING ASSENT, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS, AND ANY RELATED TERMS (AS EXPLAINED BELOW), WHICH WILL BECOME A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND SIGNO MOTUS. PLEASE READ THESE TERMS AND CONDITIONS AND ANY APPLICABLE TERMS CAREFULLY AND MAKE SURE YOU UNDERSTAND ALL RELEVANT AND APPLICABLE DOCUMENTS BEFORE YOU AGREE TO THEM. The “Signo Motus Product End User License Agreement and Terms of Use” (“Terms”) is available on http://www.nutrimentaveterinaria.com/eula, which may apply to our Products and apply in addition to, and supplement the provisions of, these Terms and Conditions. If the Terms apply to our Products, in the case of a conflict between these Terms and Conditions and the Terms, the provisions of the Terms shall govern. Some of our Products may come with additional product information (“Product Information Sheet”) and/or written materials, in printed or electronic form, describing the features of a particular Product (collectively, the “Documentation”).
  2. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS
    Any presentation of Signo Motus’ Products on the internet, in prospectuses, catalogues and brochures is for informational purposes only and shall not provide an express or implied warranty, nor any binding offer from Signo Motus but, rather, shall constitute an opportunity for you to inform yourself and prepare to make a binding contractual offer in the form of an order. A legally binding agreement between you and Signo Motus will be concluded only if you place an order and Signo Motus accepts such order by way of a written (email shall be deemed sufficient) order confirmation or by providing one or more Products to you (e.g. per download or by provision of a login).
    If you are entitled to withdraw from or terminate our agreement based on any applicable statutory withdrawal right and should you exercise this right within the relevant statutory period, the applicable Terms will terminate at the same time.
  3. CHANGES TO THIS AGREEMENT
    We may modify these Terms and Conditions at any time, for example, in order to reflect changes to the law or changes to our Products and the way in which they are sold and distributed. We will publish these revised Terms on http://www.nutrimentaveterinaria.com/legal, but will likely require you to accept the updated Terms.  Such updated Terms and Conditions will control the relationship between you and us regarding the subject matter of these Terms and Conditions. If you do not agree with a material modification to these Terms and Conditions, you are obliged to inform Signo Motus without undue delay. In a case in which you do not agree with a unilateral material modification by us of these Terms and Conditions, you are advised of your right to rescind these Terms and Conditions or to terminate the contract. If you do decide to rescind these Terms and Conditions or terminate the contract, you must stop using our Products immediately and remove them from all of your Devices, and you may be eligible for a refund of the purchase price paid.
  4. PRIVACY AND COLLECTION OF PERSONAL INFORMATION
    When you accept these Terms, you also agree that our privacy policy then-existing at www.nutrimentaveterinaria.com/privacy applies to you and that you allow us and, as applicable, our Product providers to collect, transfer, backup and store your Personal Data and other data pursuant to the terms of the privacy policy. Please review our privacy policy on a regular basis as it will provide you with the most up to date information with respect to how we collect, store and use your data.
  5. REQUIRED DISCLOSURES OF INFORMATION
    You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (i) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (ii) enforce these Terms and Conditions; (iii) respond to claims of a violation of the rights of third parties, whether or not the third party is a registered user, individual, or government agency; (iv) respond to customer service inquiries; or (v) protect the rights, property or personal safety of Signo Motus, our users or the public.
  6. UNAUTHORIZED USE
    Signo Motus reserves all rights to bring an action to prohibit or stop any unauthorized use of our Products and Services or our Websites.
  7. THIRD PARTY LINKS
    Linked third party websites are not under our control and, as such, we cannot assume responsibility for the content of such links. We review the contents of such external links before linking to the best of our abilities; however, we cannot reasonably ensure permanent control of third-party websites. As soon as we become aware of an infringement on the part of a linked website, we will remove the link without undue delay.
  8. PRODUCT DELIVERY
    Signo Motus' delivery obligations, with respect to our Products, will be governed by (i) Signo Motus' order confirmation, (ii) these Terms and Conditions and (iii) the respective Terms unless expressly agreed to otherwise between the parties in writing. Signo Motus may render a partial delivery where such delivery is commercially reasonable and does not significantly impair your needs.
    The actual delivered Product may differ from the Documentation associated with such product if such differences are commercially reasonable and do not adversely affect the performance of the respective Product. If you order a particular Product and we replace the Product you ordered with a new or upgraded Product in our overall Product line, we reserve the right to deliver the new Product if such new Product performs as well as or better than the Product you ordered.
    If you request that a particular Product is shipped to you, the risk for damage and loss with respect to such Product will pass to you upon our release of such Product for shipment. For those Products for which delivery is completed via download, the risk for damage and loss will pass to you as soon as you receive access to the respective Product (for example, via a software key).
  9. REMUNERATION AND PAYMENT TERMS
    Unless expressly agreed otherwise, you will be responsible for all shipping costs, in particular, packaging, transport costs and transport insurance, as well as applicable statutory value added tax, if any.
    1. Payment terms
      Payment for our Products, at the agreed-upon or advertised price, is due immediately. We will accept bills of exchange or checks as a method of payment only pursuant to a special agreement between you and Signo Motus and only if these methods of payment do not subject us to any additional costs and fees. Otherwise the payment methods explicitly imparted by us will be applied.
    2. Default
      If you default on paying Signo Motus for our Products, we may demand the agreed-upon or statutory default interest (statutory default interest shall be determined with reference to Italian Civil Code) for all outstanding sums without further notice.
      In the event of default on monies owed to Signo Motus, Signo Motus may withhold delivery of our Product along with any respective updates and/or upgrades, and relevant connected services.
  10. RIGHT OF WITHDRAWAL
    For information regarding your legal right of withdrawal in the case that you are a consumer, please consult the Right of Withdrawal at www.nutrimentaveterinaria.com/right-of-withdrawal
  11. INDEMNITY
    You agree to defend, indemnify and hold Signo Motus, its affiliates, subsidiaries, directors, officers, employees, agents, business partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) your use of our website signomotus.it in violation of these Terms and Conditions; (b) your violation of any rights of a third party or (c) your violation of any and all applicable laws.
  12. WARRANTIES AND DISCLAIMERS
    EXCEPT FOR THE LIMITED WARRANTY THAT MAY APPLY TO SOME OF OUR PRODUCTS, AND/OR PARTICULAR PARTS THEREOF, OUR PRODUCTS AND WEBSITE SIGNOMOTUS.IT AND NUTRIMENTAVETERINARIA.COM ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WE ALSO EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES RELATING TO NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR ABILITY TO INTEGRATE A PARTICULAR PRODUCT WITH OTHER WEB SERVICES. YOU ASSUME RESPONSIBILITY FOR SELECTING A PARTICULAR PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM SUCH PRODUCT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT OUR PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE THREATS, BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, THAT OUR PRODUCTS OR WEB SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS.
  13. LIMITATION OF LIABILITY
    You expressly absolve and release us from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars or governmental restrictions. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR DAMAGES FROM LOST PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR NEGLIGENCE OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR OR A RESELLER’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THESE TERMS EXCEED THE PRICE YOU PAID FOR THE PARTICULAR PRODUCT.
  14. NOTIFICATION OF INFRINGEMENT
    You must notify Signo Motus immediately if a third party asserts claims against you based on a claim that our website infringes the intellectual property rights of such third party. Should there be any such notification, whether in written documents or correspondence or in other form, you must provide these to Signo Motus without undue delay.
  15. MISCELLANEOUS
    The Terms and Conditions do not create any third-party beneficiary rights. If you do not comply with the Terms and Conditions and we do not take action right away, this does not mean we are giving up any rights that we may have (for example, our right to take action in the future). If it turns out that a particular term within these Terms and Conditions is unenforceable, this will not have any impact on any of the other terms. The laws of the Italian Republic, will apply to any disputes arising out of or relating to these Terms and Conditions. All claims arising out of or relating to these Terms and Conditions will be litigated exclusively in courts of Messina, Italy and you consent, and we consent, to personal jurisdiction in those courts.
    These Terms and Conditions or your use of our web sites do not create a joint venture, partnership, employment or agency relationship with us.

The following sections shall survive the termination of these Terms and Conditions: 4, 5, and 9 through 15.

Signo Motus S.r.l.
Via Panoramica, 340
98168 Messina
Italy

Version: February 2017