Just Impact Group — EMPOWER PEOPLE. CREATE SUCCESS.

Generalterms and conditions.

The General Terms and Conditions below apply to contracts with Just Impact Group GmbH. The legally authoritative version is in German.

1) General: The following General Terms and Conditions (also referred to as GTC) form part of all contracts, whether in written or electronic form.

2) Definition: “Provider” or “Contractor” means the company Just Impact Group GmbH, Handwerkerzone 12, 39039 Niederdorf, VAT no. 02365710215; “Client” or “User” means the customer (beneficiary of the services).

3) Subject matter of the contract: By accepting the General Terms and Conditions, the Customer declares that the products or services supplied by the Provider to which these General Terms and Conditions relate are suitable for the intended use. The Customer expressly confirms acceptance of these General Terms and Conditions. Only services expressly communicated by the Contractor are included in the price; additional services are invoiced separately. The products or services provided were selected on the basis of the information and data supplied by the Customer. The Customer alone is responsible for the accuracy and appropriateness of this information. Where the Contractor follows written instructions from the Client, the Client alone is liable.

4) Changes: Any changes to the agreed services must in any case be communicated in writing by the Client. Otherwise, Articles 1659, 1660 and 1661 of the Civil Code apply, and changes are in each case charged separately from the agreed price.

5) Performance: The Provider may perform the services itself or have them performed by third parties.

6) Duration: The contract has an indefinite term. Contracts for products with a reference period renew automatically unless notice of termination is given in writing at least 2 months before the due date. As a rule, products such as hosting, domain, e-mail, ServiceCenter, portals and marketing have a term of 6 months, due on 30 June and 31 December, unless otherwise agreed. Domains and e-mail addresses are always charged until 31 December of the respective year; the 2-month notice period always remains in effect.

7) Refusal to conclude: In individual cases the Provider reserves the right to refuse conclusion or renewal of a contract without stating reasons.

8) Prices: All prices are exclusive of VAT and unless otherwise stated in Euro (€), excluding fees and costs for connections (Internet access via fixed line or mobile network, etc.). Costs for hardware, software and services at the User’s premises are not included in the price. The User uses the Provider’s services at the price that was valid or agreed at the time of signing. Services with a reference period are invoiced in advance. Prices are automatically adjusted each year for inflation (according to ISTAT).

9) Limited number of 3–4 star businesses: In order to deliver optimal results to our customers, we limit the number of 3–4 star businesses per portal. The number is set dynamically per portal and is only increased if visitor numbers on the respective portal increase proportionally.

10) Maximum clicks: For basic listings, a maximum of 400 clicks per portal and month is included in the price and/or the minimum price per click is €0.08 + VAT. If the Customer exceeds this maximum average number of clicks over the last 6 months or falls below the minimum price per click, Just Impact Group GmbH will submit a new offer to the Customer. There is NO automatic price increase.

11) Termination: If termination occurs before the due date, amounts already paid for the service(s) will not be refunded. Termination must be effected by certified e-mail (PEC) or registered letter with acknowledgement of receipt.

12) Payment terms: The payment terms (also for products with a reference period in advance) are expressly deemed accepted. Invoices are as a rule payable within 30 days of the invoice date unless a special agreement has been made. Products or services rendered remain in the exclusive possession of the Contractor until the agreed amounts have been paid in full. Recurring amounts below a defined minimum of €800 + VAT (calculated per year) are invoiced once per year and not twice per year.

13) Failure to comply with the agreed payment terms entitles the Contractor to suspend ongoing work or services without prior notice and to withdraw from the contract, without prejudice to any other legal remedies. All services rendered must be paid for by the Client. These include costs incurred, work performed and lost profit. The Client may only assert claims if all payments due under these GTC have been made. Non-payment of invoices by the due date entitles the Provider to interrupt or suspend activation or delivery of the service/product with immediate effect and without notice. The Customer acknowledges and accepts that it may not assert any claims as a result of such interruption and releases the Provider from any liability.

14) Basis: The Provider performs its services exclusively on the basis of these General Terms and Conditions. They apply to all future business relationships even if not expressly agreed again. Deviations by the User are only effective if expressly confirmed in writing by the Provider.

15) Acceptance: The Client will be notified upon completion of performed services. If the Client does not raise defects or errors in writing within 14 days of such notification, the delivered services and products shall in any event be deemed accepted without reservation and trouble-free operation of the delivered services and products is confirmed. The Contractor must begin to remedy any errors or defects without delay and in any case within 14 working days of notification. After acceptance, the Contractor undertakes only for 60 days to remedy hidden defects and errors not discovered during proper acceptance at its own expense. After that period, remedy will be charged at the normal hourly rate.

16) Use: Use is for the intended duration and purpose. The Customer may not make any changes, adaptations, processing or reproductions of any kind without the Provider’s consent. The Client may use the purchased services and products only for internal purposes and, where applicable, reproduce them for internal purposes only. Transfer to third parties is prohibited. In the event of unauthorised or improper use, the Client alone is liable for damage, including to third parties.

17) Title: The Customer acquires a right of use for the duration and agreed purpose; title and copyrights remain exclusively with the Provider. For software solutions, the Customer only has the expressly agreed right of use. Rights under Law 633/1941 remain with the Provider.

18) Warranty: The Provider only warrants that the offered solutions and products deliver the performance communicated to the Customer. For software solutions, in deviation from Articles 1578 et seq. of the Civil Code, the Contractor is also released from liability for damage caused by existing or subsequently occurring errors or defects.

19) Report: For services performed on site or at the Provider’s premises as part of maintenance and support and invoiced accordingly, a report is prepared which the Customer signs. If this is not possible, the report is sent by fax or e-mail. The report must be returned signed within one week or confirmed by e-mail; otherwise acceptance of the described services is implied.

20) Support: Support by the Provider for malfunctions of the products hosting, e-mail, ServiceCenter is free of charge. Support here covers only the pure functionality of the Provider’s products. Additional support is charged at the normal hourly rate. Maintenance and support may be provided by telephone or on site at the Provider’s discretion. For on-site support, travel costs and time are invoiced separately. For telephone enquiries the Provider may request written confirmation; if this is not provided, the Provider is not obliged to process the request. Telephone enquiries are only accepted during normal office hours (Monday to Friday, excluding public holidays, 09:00–12:00 and 14:00–16:00). Calls outside these hours are subject to a surcharge of €25.00 + VAT per call (maximum one surcharge per day). This surcharge does not apply if the matter is an error on our part or a malfunction of our products.

21) Confidentiality: Both parties shall keep confidential all data and information of the other business partner received in the course of the business relationship and shall not make them accessible to third parties. Both parties will come into contact with (personal) data in the course of their activities and hereby undertake to comply with data protection requirements, in particular to maintain confidentiality. This obligation is comprehensive; they may not disclose or make accessible to others any of the (personal) data collected. The Customer acknowledges and agrees that data received by the Company in the course of the business relationship may be used to perform the commissioned services and for necessary administrative processes and, where permitted and strictly in connection with fulfilment of the commissions, may be transferred to third parties for processing. Further information is contained in the Privacy policy in accordance with EU Regulation 679/2016 and is expressly accepted by the Customer. The confidentiality obligation continues without time limit and after termination of the cooperation. Under the GDPR, breaches of data protection law may be sanctioned under Section 42 and other criminal provisions with imprisonment or fines. Data protection breaches may also constitute a breach of employment or service obligations with corresponding consequences.

22) Access data: The User must keep access data such as user names and passwords to administration interfaces, social media accounts, etc. carefully and not disclose them to third parties. If credentials are lost, the User must notify the Provider without delay. The User alone is liable for damage caused by unauthorised disclosure of password and user ID. The User is also liable for damage resulting from inadequate security measures, viruses, hacking, etc. The Provider is in no case liable for damage arising from use of the offered services on the User’s systems or other systems (e.g. viruses, hacking).

23) Content liability: The User is permitted to publish information on the Internet for the following purposes: presentation of its own company or organisation, generating interest for business transactions, processing orders over the Internet, offering free services, publishing information of general interest, presenting associations and supporting club life, offering appropriate leisure activities. Both the content of websites and links contained therein are considered public. Improper or abusive use is not tolerated, including: violation of national or international law, damage to the Provider’s reputation, damage to the reputation of the Provider’s customers, gambling, pornography, violence, disparagement of competitors, disinformation, comparative valuation or disparaging statements in party politics, advertising for sects. The User alone is liable for the content of transmitted and made accessible data. The User confirms compliance with national and international law and good morals. If these rules are violated and the Provider becomes aware, the Provider may suspend the affected services with immediate effect and/or terminate the contract with immediate effect, without prejudice to any further rights. It is further not permitted to use the Provider’s services to link to content that violates law or good morals.

24) Domain: By registering one or more domain names, the User declares that it does not infringe third-party rights. The Provider acts only as intermediary between the User and the registration authority and does not guarantee effective availability of the desired domain name. The domain is actually available to the User only when the registration authority has verifiably confirmed and activated it. The User must verify the correctness of data entered for domains registered in the User’s name with the various authorities and the billing status (due date). The Customer is entered as owner and admin-c; however, the e-mail, telephone and fax numbers entered are those of the Provider in order to protect the Customer from spam (unsolicited advertising e-mails) and loss of the domain. The Provider will only agree to transfer a Customer’s domain to another provider if this was previously requested in writing by the Customer and the User has no outstanding invoices.

25) E-mail addresses: The Customer is liable for e-mails sent from its account, whether via a mail program (e.g. Outlook), a newsletter system or other programs. The Customer expressly authorises the Provider to delete e-mail messages upon arrival on the mail server if they show characteristics of spam, are infected with a computer virus, or contain other malware or harmful links. The Customer expressly acknowledges that it cannot be guaranteed 100% that legitimate e-mails will not occasionally be deleted by mistake.

26) Interruption: The Provider may interrupt the offered services at any time for efficiency or security reasons and is not liable for temporary interruptions. Interruptions are communicated to the User in advance where possible; however, urgently required work may cause interruption without notice. The Provider performs services with the greatest care and aims for high availability. The Provider is not liable for services provided or sourced from third parties (e.g. telecom), unforeseeable server failure or force majeure. The User expressly waives claims for damages against the Provider. In any case liability of the Provider is limited to a maximum of two monthly instalments of the service that malfunctioned.

27) Liability: The Contractor assumes no liability for data, documents, content, photos, company and product logos and other materials supplied or made available by the Client. The Client confirms that it lawfully owns the supplied materials and will in any case hold the Contractor harmless. Liability of the Contractor for consequential loss, lost profit, lost savings and claims by third parties is excluded. The Contractor is in any case released from liability for direct and indirect damage arising from use or non-use of the Provider’s services or products, also vis-à-vis third parties.

28) Self-administration: Management and processing of Customer data on the web server is usually via the paid applications provided. If a Customer wishes to manage its pages via direct access, Just Impact Group GmbH may relocate the Customer to another server in order to maintain security on the web server. In any case the Customer is liable for damage caused by its actions on the web server or other services.

29) Back-up: The User is responsible for back-up of data it provides. In the event of termination of the contractual relationship (for whatever reason), the Provider is not obliged to hand over stored data to the Customer, including regarding websites.

30) Notices: Unless otherwise agreed in writing, all notices between User and Provider are by e-mail. The User recognises e-mail notices as legally binding. The User undertakes to notify the Provider immediately of changes to contact details. Orders or notices by e-mail or form submission are legally binding for the Client without signature.

31) Name/copyright: The User is responsible for compliance with name and copyright law and warrants that it does not infringe third-party rights and expressly declares that it has the necessary rights of use for the supplied documents/materials. The User expressly releases the Provider from all third-party claims.

32) Notices from the Provider: The Customer agrees to receive news, offers and information from the Provider by e-mail, fax or post.

33) Taxes: All current and future taxes in connection with this contract are borne by the User.

34) Miscellaneous: Place of jurisdiction is Bruneck. Italian law applies. For matters not expressly regulated in this contract, the provisions of the Civil Code apply.

35) Arbitration: Any dispute between the parties regarding interpretation, application and/or performance of contracts or agreements shall be referred for final decision under the arbitration rules of the Chamber of Commerce, Industry, Crafts and Agriculture of Bolzano, to be decided by an arbitral tribunal of three arbitrators in accordance with those rules. For appointment of the tribunal the parties expressly refer to Articles 26 et seq. of those arbitration rules. The tribunal is expressly empowered, where necessary, to appoint suitable experts.

36) Open-source products: The Client acknowledges and accepts that open-source products may use plugins, extensions and add-ons that were not created or maintained by Just Impact Group GmbH and that Just Impact Group GmbH has no influence on the development and security of such applications. The Customer acknowledges and accepts that it may not assert any claims against the Provider and releases the Provider from any liability arising from malfunction or lack of security of these tools.

37) System & browser compatibility: The website is created for current browser versions at the time of creation (Chrome, Firefox, Internet Explorer) and common operating systems (Windows, Android, iOS) or adapted once to their requirements at the time of production. Costs for any later website adjustments due to browser and/or operating system updates outside the Provider’s responsibility are charged separately according to effort and the applicable hourly rate. The same applies to design and functionality adjustments for outdated web browsers in use before 2010 (e.g. Internet Explorer 8, 7, 6); new and modern design elements and functions may not display correctly on those versions. If the Customer wishes the site to work flawlessly on such browsers as well, this must be communicated before the project starts and the Provider will provide an appropriate cost estimate.

38) Severability: If a provision in these General Terms and Conditions or another agreement is invalid, the validity of all other provisions or agreements is unaffected. The invalid provision shall be replaced by a legally effective provision that comes as close as possible economically.

39) Terms of use for activation of paid services by tacit consent The following sets out the applicable conditions for activating our paid services using the procedure of consent by silence.

Activation of paid services

1. Our agency offers a range of paid services that may be activated using the procedure of consent by silence. This means that the service is automatically activated and charged after prior notification by e-mail or another agreed means of communication if the user does not expressly decline the service within the period stated in the notification (not less than 14 days). 2. The notification contains a detailed description of the service, the related costs and the period within which the service may be declined.

Restoration of the original situation

1. The user may at any time request restoration of the original situation, i.e. deactivation of the paid service activated by tacit consent. 2. If the user so requests, we will deactivate the service without delay and restore the previous conditions. No additional costs arise for the user.

Refund of the last three payments

1. If the user requests restoration of the original situation within three months of activation of the service, they are entitled to a refund of the last three payments made for the service. 2. The refund is made using the same payment method the user used, within 30 days of receipt of the request for restoration and refund.

Objection to activation

1. Users may object to activation of a paid service at any time before expiry of the period stated in the first notification by sending a simple written notice to our agency by e-mail, registered mail or another communication channel indicated in the notification. 2. If the objection is lodged in time, no charge is made and the service is not activated.

Changes to these terms of use

1. Our agency reserves the right to change these terms of use at any time. Any changes will be communicated to users with at least 30 days’ notice and apply only to services activated after the changes take effect.

User responsibility

1. It is the user’s responsibility to keep their contact details up to date in order to ensure receipt of notices regarding activation of paid services. 2. If the notice is not received for reasons not attributable to our agency (e.g. incorrect or outdated e-mail address), the user is not released from the application of the procedure of consent by silence.

Contact

1. For questions or requests for information about these terms of use, users may contact us at the e-mail address stated on our website.

By accepting these terms of use, the user declares that they have read, understood and accepted the conditions set out herein.

Effective date: [01.10.2024]

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