Bancomail Partnership Agreement
Parties
Between
The company Bancomail S.p.A. (hereinafter referred to as Bancomail for brevity), a company incorporated under Italian law, with registered office in Genoa, Via D'Andrade 34/106, 16154, registered with the Genoa Register of Companies under no. 506965, Tax Code and VAT no. 02727350999.
on the one hand
And
The undersigned company (hereinafter referred to as Partner for brevity)
on the other hand
Article 1 - Preamble
For the purposes of this agreement, the Partner declares to be aware of the following:
a) the websites bancomail.it, bancomail.com and the Bancomail trademark are wholly owned by Bancomail S.p.A.
b) for the purposes of this agreement, the Partner is authorised to use the distinctive signs of Bancomail (name, trademark, logo and other comparable material), provided that it informs the company precisely of the manner and places of such use and without prejudice to the prohibition on assignment to unauthorised third parties.
Article 2 - Purpose
The primary purpose of this agreement is the sale, by direct purchase or mediated sale (see Article 9), of categorised lists of companies (hereinafter referred to as "Data" for brevity). For matters not specifically provided for in the following clauses, the provisions of the Italian Civil Code relating to contracts of sale (Article 1470 et seq. of the Italian Civil Code) shall apply.
Article 3 - Partner qualification and confidentiality clause
A Partner is defined as a company or self-employed professional which, owing to the nature of its business, is in a position to cooperate with Bancomail in supplying Data to potential buyers.
By way of example, the following businesses are compatible: Marketing and Communication companies (Web and/or traditional), Web Agencies, Web design companies, Software Houses, Internet Providers. The Partner is qualified as such and accredited by Bancomail's Management following an assessment of the Partnership application submitted by the prospective Partner, at its sole and unquestionable discretion.
All documents, information and data (including this agreement) that come into the Partner's possession during the term of the cooperation are deemed secret and confidential.
The Partner undertakes not to disclose them to third parties nor to use them against Bancomail's interests. It further undertakes to ensure that this confidentiality clause is complied with by its own staff and, more generally, by the staff involved in carrying out the operations related to the agreement, in particular with regard to the prices and discounts applied.
Article 4 - Partner benefits
- Discount on the official price list for Italian and foreign databases
- "Priority" channel for the processing of requests
- Supply of commercial and training material (information material on contact rules in the various countries, Privacy templates, official price lists in various formats, Bancomail logos etc.)
- Personal Area for monitoring customers, orders, requests, quotes, claims, credits and coupons
- Information on the Partner's specific cases (e.g. transmission tools, delivery formats). The information material does not constitute legal advice.
Discounts in force at the date of issue of this agreement:
- database of up to 10,000 records: 25%
- database of 10,001 to 20,000 records: 28%
- database of 20,001 to 30,000 records: 30%
- database of 30,001 to 50,000 records: 35%
- database of over 50,000 records: 40%
Note: the prices and discounts listed may be subject to change at Bancomail's sole and unquestionable discretion. Such changes shall be notified to the Partner 30 days before they take effect.
Article 5 - Partner's obligations
- Compliance with the terms of this agreement and of the Supply agreement regarding the purchase and transfer of the Data
- Compliance with the applicable legislation on personal data protection and commercial communications
- In the event of resale to a customer, requiring its Customer, in the resale agreement, to undertake obligations equivalent to those of Article 9 of the Supply agreement, and pointing out to it, for information purposes, the Bancomail guide on contact rules (https://www.bancomail.it/email-marketing/guida-email-b2b/).
Article 6 - Payment terms and conditions
The price for the purchase of the Data shall be paid as follows:
a) in the case of online sales, in a single payment upon conclusion of the agreement by bank transfer, online credit card charge, or credit card charge by telephone (POS).
b) in the general case of offline sales, unless otherwise specified, by advance bank transfer.
c) in the event of a different arrangement, in any case validated by a written note from Bancomail's management, forms of deferred payment may be provided for.
Article 7 - Guarantees
Bancomail warrants:
a) the accuracy (at the time of purchase) of the email addresses contained in the Data covered by this agreement. Email addresses found to be non-functioning upon the first sending - and in any case no later than sixty days from delivery, shall be refunded in one of the following alternative ways:
- Refund and reversal of the amount relating to the "invalid" addresses.
- Discount voucher with a surcharge (30%) valid for subsequent purchases.
- A Registry Credit, equal to the number of unsuitable records, to be deducted from subsequent purchases exclusively by means of a quote (free of charge and customised).
b) the lawfulness of the collection and subsequent processing of the Data by Bancomail up to delivery, in accordance with Regulation (EU) 2016/679 and the applicable legislation on personal data protection.
Any liability or warranty other than as provided above is excluded, without prejudice to the limits set out in Article 1229 of the Italian Civil Code.
Telephone and/or fax numbers and postal addresses are excluded from any warranty coverage.
Article 8 - Types of purchase and operating modes
For each order and at the time of the order, the Partner declares the type of purchase, choosing exclusively from the following:
- Purchase for business use
- Purchase for resale to a customer
Case 1) The Partner purchases the Data for internal use (typically to promote its own business). The personal and billing information to be provided to Bancomail at the time of the order shall be that of the Partner. Likewise, the warranties set out in Article 7 of this agreement shall cover the Partner exclusively. Data purchased for business use may not be transferred to third parties, on any basis, not even at a later time. Bancomail shall invoice the Partner for the price of the database less the discount accrued. The data shall be transmitted to the Partner.
Case 2) The Partner purchases the Data on behalf of a single Customer of its own. In this case, the Partner is required to communicate, at the time of the order, also through the dedicated extension of the purchase form, the customer's identification details (company name, municipality, province, country) and to "cite" in its own invoice to the customer the identification details of the resold database using the wording "database Bancomail id. ordine" followed by the relevant order identifier.
The data of the Partner's Customers shall be covered by a non-competition clause and shall not be used by Bancomail to promote its own services. Bancomail shall invoice the Partner for the price of the database less the discount accrued. The warranties set out in Article 7 shall cover the Partner's Customer. The Partner is free to re-invoice the Bancomail database at the price it deems appropriate and/or to include it in broader consultancy and marketing services. The data shall be transmitted to the Partner, which shall be responsible for making them available to its customer.
Prohibitions and contractual penalty. The type of purchase declared at the time of the order cannot be changed. Any transfer of the Data, even partial or free of charge, other than that indicated in Case 2) is prohibited, and in particular the transfer of the same order, identified by the order code, to more than one Customer or to a Customer other than the one communicated.
The Partner acknowledges that the Data supplied may contain control elements capable of identifying the order from which they originate.
In the event of a breach, the Partner shall pay Bancomail, by way of contractual penalty, an amount equal to the list price of the order, without application of the Partner discount, for each unauthorised transfer. Where the number of transfers cannot be ascertained, it shall be presumed to be three, unless the Partner proves otherwise. Compensation for further damages remains unaffected. The breach also constitutes grounds for termination by operation of law of this agreement pursuant to Article 1456 of the Italian Civil Code.
Article 9 - Customer's report
If the Partner does not intend to purchase the database directly, it may refer to Bancomail its own Customers interested in purchasing, providing Bancomail's staff with the Customer's details and the particulars of the request.
In this case, if at the end of the sales process the Partner's Customer purchases the database, the Partner shall be granted a fee equal to 10% of the net amount of the order.
The fees accrued shall be paid by bank transfer upon receipt of an invoice from the beneficiary Partner.
Any subsequent purchases by the Partner's Customer made directly with Bancomail shall likewise entitle the Partner to a "portfolio" fee amounting to 10% of the net amount of the orders generated.
Article 10 - Delivery times
The terms of supply may vary in timing and manner owing to the checks on the lists that Bancomail carries out in the hours following the order. Such checks are carried out to safeguard the validity of the Data supplied to the Partner or to its Customer. Any delay due to direct or indirect causes relating to such checks cannot be attributed to Bancomail but is certainly a binding part of this deed, and is deemed known to the Partner, who consents accordingly by entering into the agreement.
Article 11 - After-sales service
Should the Partner or its Customer need to request a copy of the goods purchased, it shall be provided by Bancomail free of charge. It is the responsibility of the Partner or its Customer to keep the Data protected and backed up.
Article 12 - Use of data. Liability
The use of the Data and/or Products covered by this agreement by the Partner or its Customer is confined and limited solely to the activities permitted by the applicable legislation on personal data protection and commercial communications, starting with Regulation (EU) 2016/679. In the event of use of the Data that does not comply with such legislation or with the obligations set out in Articles 5 and 8, Bancomail reserves the right to take any action against the Partner.
Article 12-bis - Transfer of Data outside the European Economic Area
- This article applies where the Partner, or the Customer communicated pursuant to Article 8 Case 2), is established in a country outside the European Economic Area that does not benefit from an adequacy decision of the European Commission pursuant to Article 45 of Regulation (EU) 2016/679. For the purposes of this article, the country indicated in the billing details of the order or, for the Customer, in the details communicated pursuant to Article 8 shall be authoritative.
- If the Partner is established in such a country, for the part of the Data that constitutes personal data, by accepting this agreement, as renewed by the Partner upon each order confirmation, the parties enter into, for each order, the standard contractual clauses approved by Commission Implementing Decision (EU) 2021/914 of 4 June 2021, Module One (controller to controller transfer), which are hereby incorporated in full by reference and accepted without modification and whose official text is available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj. Bancomail acts as data exporter and the Partner as data importer. The information required by the annexes to the clauses is that set out in Annexes A and B to the Supply agreement, which apply insofar as compatible, the data importer being understood as the Partner.
- If the Customer communicated pursuant to Article 8 Case 2) is established in such a country, the Partner, by confirming that order, undertakes to enter into the same standard contractual clauses, Module One, with its Customer before making the Data available to it, and to provide a copy thereof to Bancomail upon request.
- For the purposes of the standard contractual clauses entered into pursuant to paragraph 2: Clause 7 does not apply; the competent supervisory authority pursuant to Clause 13 is the Garante per la protezione dei dati personali; pursuant to Clause 17 the clauses are governed by Italian law; pursuant to Clause 18 disputes shall be resolved by the courts of Genoa.
- In the event of conflict between the standard contractual clauses and the other provisions of this agreement, the standard contractual clauses shall prevail.
Article 13 - Late payments
If for any reason payment is not made within the agreed terms (see Article 6 above), interest shall be due to Bancomail at the rate established by Article 5 of Italian Legislative Decree D.Lgs. 9/10/2002, n. 231.
Article 14 - Obligation to hold harmless
The Partner undertakes to compensate, indemnify and/or hold harmless Bancomail (as well as its employees, collaborators and legitimate representatives in any capacity) in the event of claims for damages and/or legal actions brought by anyone against Bancomail itself before any court as a result of the use of the Data by the Partner or its Customer that does not comply with the applicable legislation or with the obligations set out in Articles 5 and 8.
Article 15 - Processing of personal data
The processing of the personal data of the Partner and of its contact persons by Bancomail is described in the information notice available at https://www.bancomail.it/about/privacy-policy/. Each party processes the other's data for the performance of this agreement and for compliance with legal obligations. The data of the Partner and of the Customers communicated pursuant to Article 8 are processed exclusively for the management of orders and warranties, and are neither transferred to third parties nor included in the Bancomail Database.
Article 16 - Claims
Upon receipt of the Products and/or Data, the Partner and/or its Customer must immediately check their condition and conformity.
Claims relating to the functionality of email addresses must be made no later than sixty days from delivery, by sending to Bancomail's offices, in electronic format and in a single submission, only the email addresses claimed to be invalid, the order identifier, information on the means used to transmit the messages and a copy of the message transmitted.
Claims submitted with characteristics and information other than those listed shall not be handled and consequently shall not be accepted.
Article 17 - Transferability
Bancomail may assign to third parties, in whole or in part, the rights and obligations undertaken under this Partnership Agreement.
Article 18 - Applicable law. Competent court
This agreement is governed by Italian law. For any dispute that may arise in connection with the interpretation, performance or termination of this agreement, the Court of Genoa shall have jurisdiction, to the exclusion of any other court.
Article 19 - Miscellaneous provisions
These provisions supersede any previous agreement relating to the supply by Bancomail of the data, products and services specified in the purpose (see Article 2 above).
Signatures
Place and date: ______________________
Bancomail S.p.A. ______________________
The Partner ______________________
Contractual clauses to be specifically approved
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Partner declares that it has carefully read and specifically accepts the following clauses: Article 3 - Partner qualification and confidentiality clause; Article 4 - Partner benefits; Article 5 - Partner's obligations; Article 6 - Payment terms and conditions; Article 7 - Guarantees; Article 8 - Types of purchase and operating modes; Article 9 - Customer's report; Article 10 - Delivery times; Article 12 - Use of data. Liability; Article 12-bis - Transfer of Data outside the European Economic Area; Article 14 - Obligation to hold harmless; Article 16 - Claims; Article 18 - Applicable law. Competent court.
Place and date: ______________________
Bancomail S.p.A. ______________________
The Partner ______________________
Download
€99 welcome bonus on your first order
