Partnership agreement
Between: Bancomail S.p.A. (hereinafter referred to as “Bancomail”), a company incorporated under Italian law, with registered office at Via D'Andrade 34/106 - 16154 Genoa (Italy), registered with the Companies Register of Genoa under no. 506965, Tax Code and VAT number 02727350999
AND: The subscribing company (hereinafter referred to as the Partner)
Article 1 - Preamble
The Partner hereby declares to be aware that:
a) bancomail.it, bancomail.com websites and the Bancomail brand are entirely property of a) i siti internet bancomail.it, bancomail.com e il marchio Bancomail sono interamente proprietà di Bancomail S.p.A.
b) for the purposes of this agreement, the Partner is entitled to use Bancomail badges (name, brand, logo and other equivalent material) as long as inform Bancomail on the methods and places of such use, without the obligation to transfer them to unauthorized third parties.
Article 2 - Purpose
The main purpose of this agreement is the direct sale or mediated sale (see Item 6) of company directories (hereinafter referred to as "Data"). As not specifically set out in the following clauses, shall apply the provisions set forth in the Code of Civil Procedure concerning sale and purchase agreements (Art. 1470 and following of the Code of Civil Procedure).
Article 3 - Partner qualification and confidentiality clause
A Partner is defined as a company or freelancer whose business characteristics make them suited to collaborate with Bancomail in supplying Data to potential buyers.
By way of example, compatible activities include: Marketing and Communication companies (web and/or traditional), web agencies, web design companies, software houses, and internet providers. The partner is qualified as such and accredited by Bancomail Management following an assessment of the Partnership application submitted by the prospective Partner, at its sole discretion.
All documents, information and data (including this agreement) that the Partner may obtain throughout its collaboration with Bancomail are considered secret and confidential.
The Partner undertakes not to disclose them to third parties and not to use them against Bancomail . It also undertakes to make sure that its employees and the people involved in the implementation of the operations related to the agreement, particularly concerning prices and discounts, comply with the confidentiality clause.
Article 4 – Partner benefits
- Discount on the official Italian and foreign database list
- Priority channel for request processing
- Supply of commercial and didactic material (national and foreign regulations and legislations, privacy models, official lists in several formats, Bancomail logos, etc.)
- Personal Area with customer, order, request, quote, claim, credit and coupon monitoring.
- Consultancy and information on Partner's specific cases (e.g. legislation in force in other countries, transmission tools, etc.)
Available discounts at the issue date of this agreement:
- Databases up to 10,000 records: 25%
- Database from 10,001 to 20,000 records: 28%
- Database from 20,001 to 30,000 records: 30%
- Database from 30,001 to 50,000 records: 35%
- Database for more than 50,000 records: 40%
Note: - Bancomail can decide to change the prices and discounts listed above. These changes shall be notified to the Partner with a notice of 30 days of their application..
Article 5 – Partner's obligations
Compliance with Bancomail policies on contractual terms and conditions regarding the purchase and the transfer of the lists.
Compliance with Bancomail policies on EU Privacy regulations
In case of resale to a customer, is required the disclose of Bancomail's privacy policy and to monitor the implementation thereof (the policies can be found at the page http://www.bancomail.com/en/resources/email-marketing-rules), and in particular the safety measures and the Data Subject's rights concerning privacy as set forth in the current legislation (leg. decree 196/03). These rights include the erasure, rectification, or integration of personal data.
Article 6 - Payment terms and conditions
a) in case of on-line sale, with a one-off payment by bank transfer or on-line credit card upon the conclusion of the agreement.
b) in case of off-line sale, otherwise, with an advanced bank transfer.
c) if not agreed, but in any case validated by Bancomail Management by written notification, with deferred methods that can vary according to the order features.
Article 7 - Guarantees
a) the accuracy (at the time of the purchase) of the emails from the Data subject of this agreement. Any email addresses that do not work on the first mailing attempt, or in any case within and not later than sixty days of delivery, shall be reimbursed in the following ways:
Refund and cancellation of the amount corresponding to invalid addresses.
Discount coupon with additional charge (30%) valid for subsequent purchases.
A Registry Credit, equal to the number of unsuitable records, to be scaled on subsequent purchases exclusively by quotation (free and tailor-made).
b) the lawfulness of Data collection and processing in compliance with the privacy legislation in force.
Any liability or warranty other than those provided above is excluded, without prejudice to the limits referred to in Art. 1229 of the Code of Civil Procedure. Postal addresses, telephone numbers and/or faxes are not covered by warranties..
Article 8 – Types of purchase and operating modes
Case 1) The Partner purchases Data for internal use (generally for the promotion of its activities). Personal information and invoicing details are submitted to Bancomail by the Partner, at the time of the order. In the same way, the guarantees referred to in Art. 7 of this agreement will cover only the Partner.
Bancomail will invoice to the Partner the price of the database minus any accrued discount and will send him the relevant data.
Case 2) The Partner purchases Data on behalf of its Customer. In this case the Partner has to communicate, also through the additional section of the purchase form, the Customer's data (company name, municipality, province, country) and to include in its invoice to the Customer the identification data of the database resold with the following wording "Bancomail database order ID" and the corresponding identification code.
The data of the Partner's Customers will be covered by the non-competition clause and they shouldn't be used by Bancomail for the promotion of its services. Bancomail will invoice to the Partner the price of the database minus any accrued discount.
Article 9 – Customer's report
If the Partner does not intend to purchase directly the database, it can refer to Bancomail , any customers interested in the purchase, providing to Bancomail Staff the general information and the request details of the Customer.
Any future purchases made directly with Bancomail, by the Partner's customer, shall give the right to a full or reduced "refund", according to the purchasing methods..
Article 10 – Delivery times
The supply conditions may vary in terms of timing and procedures due to the checks carried out by Bancomail on the lists in the hours following the order.
Article 14 – Obligation to hold harmless
The Partner undertakes to compensate, indemnify and/or hold harmless Bancomail (as well as its employees, collaborators, and legal representatives in any capacity) in case of claims and/or legal actions taken against Bancomail before any court due to an unlawful and/or improper use of the Data by the Partner or its Customer.
Article 18 – Applicable law. Competent court
This agreement is regulated by the laws of Italy. The Court of Genoa shall have exclusive jurisdiction over any disputes arising out of or in connection with the interpretation, implementation or resolution of this agreement.
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