1. Scope

The following General Terms and Conditions apply to all legal transactions of the service company Italian Energies S.r.l., hereinafter referred to as „Consultant“, with its contractual partner, hereinafter referred to as „Client“. Where individual contractual provisions exist that deviate from or conflict with these General Terms and Conditions, the individual contractual provisions shall take precedence.

2. Subject Matter of the Contract

2.1 The contracting parties agree to cooperate in accordance with the specific, individually agreed contract. The parties do not intend to establish an employment relationship, and none shall be created.

2.2 The Consultant is responsible for social security contributions and tax matters and shall indemnify the Client from any related obligations.

2.3 The Consultant is free to work for other clients.

3. Formation of the Contract

3.1 The contractual relationship for services is established when the Client places a customer order (offer) and the Consultant accepts it. The Client is bound by the customer order (offer) for two weeks.

3.2 The subject matter of the contract and the specific scope of work shall be described in the written order.

4. Duration and Termination of the Contract

4.1 The contract begins and ends on the individually agreed date.

4.2 The contract may be terminated with ordinary notice. A notice period of 4 weeks to the 15th of a month or to the end of the month is agreed.

4.3 Extraordinary termination for good cause is possible. Good cause exists, for example, when:

• The client is in default on two consecutive due payments and fails to make those payments after a reasonable grace period has expired.
• The client suffers a financial collapse after the conclusion of the contract (insolvency, inability to pay), unless an application to open insolvency proceedings has already been filed.

5. Scope of Services and Obligations of the Parties

5.1 The services to be provided by the Consultant generally include the tasks individually listed in accordance with the order placed by the Client.

5.2 The Consultant shall regularly inform the Client about the results of its activities. The parties may agree on a schedule for the delivery of services and a planned completion date.

5.3 If the Consultant is actually unable to fulfill an order as contractually agreed, it shall notify the Client immediately.

5.4 The Consultant shall provide the equipment and personnel required for service delivery if the Client does not have such equipment or premises, unless otherwise agreed in the individual contract.

The parties shall endeavor to support each other in fulfilling their respective obligations to the best of their knowledge through information, guidance, and experience, in order to ensure smooth and efficient operations for both parties.

For this purpose, the Client shall provide the Consultant with the required materials, which may be requested separately. These include in particular images, promotional videos, interviews, and other requested documents. The Consultant will assist in processing and obtaining these materials. The Client expressly consents to the use of such materials for themselves and their employees, and shall obtain any separate consents from their employees as required.

5.5 Each party may request changes to the agreed scope of services from the other party in writing. Upon receipt of a change request, the Consultant shall review whether and under what conditions the change is feasible and shall communicate acceptance or rejection in writing without undue delay, providing reasons where applicable. If a change request requires extensive review, the review effort may be charged by the Consultant after prior notice, if the Client nonetheless insists on the review.

Any contractual adjustments required for a review and/or change shall be recorded in writing in an amendment agreement and shall take effect in accordance with these General Terms and Conditions.

6. Usage Rights and Copyrights

6.1 The Client receives a right of use to the applications contained in the Consultant’s client area from the time of contract conclusion. This right of use serves the performance of the individually concluded contract and remains valid for 6 months beyond the agreed contract term.

6.2 All rights to the software used, trademarks, titles, trade names, copyrights, and other industrial property rights of the Consultant remain exclusively with the Consultant.

6.3 All work results, services, and information created and provided by the Consultant for the Client are subject to the Consultant’s copyright.

6.4 The Client receives no right of use to advertising copy or advertisements published by the Consultant on websites.

6.5 The Client guarantees that all information and content provided to the Consultant is free from third-party rights and legally permissible. The Consultant is not obligated to review the content transmitted by the Client, including images, text elements, and other information, for accuracy, legal permissibility, or potential infringement of third-party rights. The Client shall indemnify us in full against any third-party claims arising from infringement of intellectual property rights.

6.6 The Client bears sole responsibility under press, competition, and other applicable law for all job listings, advertisement data including image and text elements, and other information transmitted to the Consultant. By concluding the contract, the Client confirms that it holds all necessary usage rights for all content transmitted to the Consultant for publication.

6.7 Any violation of our trade and business secrets or our copyrights will always be pursued through civil litigation and reported to the competent criminal investigation authorities.

7. Reference Rights

7.1 The Client grants the Consultant the free, unrestricted right, unlimited in time, territory, and content, to describe the collaboration and the services provided by the Consultant in the context of commercial activities and to use them in connection with reference client mentions. This includes, among other things, the use of the Client’s logos, photographs, videos, graphics, and other material created during the collaboration, as well as the publication of results for journalistic and advertising purposes in print and electronic media.

7.2 This consent may be revoked for good cause, taking into account the legitimate interests of the Consultant.

8. Prices and Payment Terms

8.1 Services are due and invoiced monthly at the fixed price set out in the individual contract upon completion, or on a time-and-materials basis if so agreed, unless a different billing method is specified in the contract.

8.2 Estimated prices for time-and-materials services, particularly in cost estimates, are non-binding. The quantity estimates underlying a cost estimate are based on a best-effort assessment of the scope of services.

8.3 VAT will be invoiced at the rate applicable at the time of service delivery.

8.4 Invoices are payable upon receipt without deduction. If the invoice amount is not received within 14 days of the invoice date, the Consultant is entitled to charge default interest. Default interest amounts to 9% p.a. above the base interest rate applicable at the time of calculation.

9. Liability

9.1 The Consultant shall be liable in cases of intent or gross negligence in accordance with statutory provisions. Liability for guarantees is independent of fault. For slight negligence, the Consultant shall only be liable under the provisions of product liability law, for injury to life, body, or health, or for breach of essential contractual obligations. The claim for damages for the slightly negligent breach of essential contractual obligations is, however, limited to the foreseeable, contract-typical damage, unless liability arises from injury to life, body, or health. The Consultant shall be liable to the same extent for the fault of vicarious agents and representatives.

9.2 The provision of the preceding paragraph extends to claims for damages alongside performance, claims for damages in lieu of performance, and claims for reimbursement of futile expenditure, regardless of the legal basis, including liability for defects, delay, or impossibility.

10. Jurisdiction

The business relationship between the parties shall be governed exclusively by Italian law.

If the Client has no general place of jurisdiction in Italy or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office.