Contract terms and conditions for the supply of ClimaX

Field of application

1. These General Conditions apply to the supply of goods and services (Consultancy, Solutions, Sustainability Projects and/or Emissions Offsetting) by Up2You S.r.l. SB (henceforth also referred to as “Up2You”), with headquarters in Via Pietro Orseolo 12 20144 Milan (MI) Italy, to individuals and legal entities, governed by private or public law (hereinafter, jointly, even if only, the “Customer”). These General Conditions also apply to all commercial transactions, of a nature similar to those indicated above, that in the future will be carried out with the Customer.
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2. The terms and conditions set out in the II - Special Part Section (B) of this document apply exclusively and specifically to projects to offset greenhouse gas emissions (hereinafter, also simply “Carbon Offsetting Projects”).
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3. These General Conditions apply exclusively. Any provisions contrary to the provisions of this document, or terms and conditions of purchase diverging from these, cannot be recognized to the Customer; even the execution of the service by Up2You in accordance with these conflicting provisions can be equated to an acceptance of the same, unless Up2You has also expressly accepted them in writing.
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4. The changes and additions inserted by the Customer to the commercial proposal (henceforth “Commercial Proposal”) that Up2You submits to him are effective only if they are expressly agreed by both parties, Up2You and the Customer, (henceforth also the “Parties”, or individually, the “Party”).
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5. The Customer must accept and undertakes to respect these General Conditions without reservation, even if the contract is concluded. online.
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6. Any special conditions granted in writing by the Parties within individual agreements will prevail over these General Conditions.
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1. Conclusion of the contract

1. The contract between Up2You and the Customer is concluded when the Customer accepts the Commercial Proposal prepared by Up2You, through its subscription or communication, by any means.
   
   In the event that the Customer intends to depart from the Commercial Proposal transmitted by Up2You, a new proposal will then be constituted, which will be binding between the Parties only if Up2You confirms its content explicitly and in writing.
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2. If the Customer establishes agreements on behalf of their end customers or third parties responsible to them, this does not involve the establishment of any separate contractual relationship between Up2You and the final customer/third party responsible. Unless otherwise expressly agreed, Up2You will provide its services exclusively in favor of the Customer.
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2. Performance and cooperation obligations

1. The purpose and scope of the services that Up2You undertakes to provide to the Customer are exclusively those indicated in the Commercial Proposal signed by the Customer. Any changes may only be made by mutual agreement; in this case, the provisions of the previous Art. 1 (1) apply.
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2. The provision of services by Up2You is subject to the fulfillment by the Customer of its obligations to collaborate. The Customer guarantees that the data provided by him, in any way, are correct and complete. Up2You is unable to verify the accuracy, completeness, accuracy and/or updating of the data provided by the Customer. Any liability of Up2You deriving from the provision of a service based on data provided by the Customer in an inaccurate, inaccurate, incomplete and/or not updated manner is expressly excluded.
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3. The Customer now recognizes and accepts that Up2You may assign and/or transfer the contract to affiliated companies or third parties, as well as subcontract, even if only partially, the execution of the contractual services. Up2You will promptly communicate to the Customer the details relating to these procedures. The Customer cannot transfer the contract to third parties, without the prior written authorization of Up2You.
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3. Service delivery times, default and liability

1. The Parties agree that any timelines for the execution of activities and/or provision of services by Up2You indicated in the Commercial Proposal are merely indicative, unless they are expressly indicated as essential for the Customer. In any case, an activity by Up2You can be considered to be carried out late only following a formal reminder from the Customer, even if the deadline for its execution is or can be determined simply based on the calendar.
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2. Compliance with any terms and/or deadlines, by Up2You, presupposes the prior agreement between the Parties as well as, depending on the type of service requested, the full cooperation of the Customer, also with reference to the timely delivery of documents and information. Failing that, the deadline and/or deadline will be extended accordingly. The Customer hereby acknowledges and accepts that they will be solely responsible for any additional costs deriving from the need to repeat, delay and/or postpone one or all of the activities provided for by the service due to their delays, the provision of incorrect or incomplete information, their poor or in any case lacking cooperation.

4. Prices, taxes and liability for late payment

1. The price applied to the supply of the individual product and/or to the provision of the individual service by Up2You is indicated in the Commercial Proposal. All prices are expressed in Euros and are subject to the applicable value added tax. Any withholding taxes, import duties, levies and customs duties to be applied to the products/services provided by Up2You are the responsibility of the Customer. In the event that the Customer is legally obliged to deduct or withhold any taxes on the consideration due to Up2You based on these General Conditions, the price that the Customer must pay will be increased so that, after all the necessary deductions and/or withholding made by the Customer, Up2You will receive an amount corresponding to what it would have received without such deductions and/or withholding.

2. Out-of-pocket expenses and travel/travel expenses that are not included in the Commercial Proposal will be agreed in advance in writing with the Customer and invoiced separately.

3. Invoices must be paid, in full and without discounts/delays, by bank transfer to be made to the bank details that will be indicated in the same document, within the terms set out in the Commercial Proposal. Up2You has the right to attribute the payments received to the most outstanding overdue debts.

4. Notwithstanding the provisions of the following Art. 10 (1), Up2You reserves the right to temporarily suspend the performance of the services provided for by the contract in the event of: significant arrears on the part of the Customer, even after a warning to comply; circumstances that significantly affect the Customer's solvency, such as the opening of insolvency proceedings. In such cases, Up2You also reserves the right to declare all amounts due immediately, with possible forfeiture of the benefit of the term, and to provide additional services only in exchange for an advance payment or the issuance of a guarantee.
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5. Intellectual Property

1. All intellectual property rights on goods and services provided and/or provided by Up2You are owned by Up2You. This applies in particular to softwares, the know-how, written and/or electronic information material, documents of marketing, logos, badges and media data and all other values provided by Up2You.
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2. The Customer's rights of use, on the material provided by Up2You, are governed by the relative agreement between the Parties, in accordance with these General Conditions.
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6. Software Services and Licenses

1. Unless otherwise agreed between the Parties, Up2You will provide the Customer with a license to use their software or, as the case may be, software services (hereinafter, collectively and more simply”software”), in their most up-to-date version, through the Customer's access to a reserved area, within the control perimeter of Up2You (which extends, starting from the interface, between Data Center and access to Internet) for its use by the Customer through the network Internet (c.d.”Software as a Service” or”Cloud Service Model”, as appropriate).
   
   Any additional supply of goods and services, such as the development of customer-specific solutions or the request for customer-specific changes, requires the conclusion of a separate contract. In particular, the integration of Software into the Customer's ICT systems and/or environment, as well as the direct integration of the Software into the Customer's website for its use by its end users, can only be carried out by Up2You if specifically agreed in writing.
   
   The Customer is solely responsible for the provision of a working hardware and software environment suitable for the contractual products purchased, including, for example, an adequate Internet connection, sufficient space and memory archives for the correct use of the contractual products.
   
   The Customer acknowledges and accepts that Up2You does not guarantee the uninterrupted availability of the Software. If this availability is interrupted for reasons related to Up2You, Up2You will make every technically and economically reasonable effort to restore availability in a timely manner. The Customer undertakes not to raise any dispute in the event of a reduction in the suitability of the goods and services, with respect to their contractual purpose, which may be considered minor and marginal; the Parties hereby acknowledge that the lack of availability of the Software for a maximum period of five full days for each contractual year is considered a minor defect in suitability. Any liability of Up2You for defects that already existed at the time the agreement was concluded is excluded.
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2. In the event that the contract between the Parties concerns the license to use the Software, the Customer can access the Software through the Internet, during the entire period of validity of the contract, starting from the activation of the credentials or, if so agreed, after the full payment of the relative price due, and use the features associated with the Software, in accordance with the relevant terms and conditions, by means of a browser or - if a service component - of another suitable application (for example, through”Mobile app”). The Software may be used exclusively by the Customer to whom the license is granted, for the agreed maximum number of users, and only for the purposes agreed in the contract. The Customer is not granted additional rights, neither to the Software nor to any infrastructure service provided by the data center. Any further use of the Software requires the prior written consent of Up2You.
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3. In particular, the Customer may not use the Software beyond the agreed scope of use, or authorize its use by third parties (other than authorized users) or make it accessible to third parties. The Customer is not authorized to reproduce, sell or transfer permanently or temporarily, rent, rent (as part of a business lease) or loan the Software or parts of it. The Customer must not attempt, directly or indirectly, to appropriate the source code, object code or underlying structure/architecture, ideas, know-how or algorithms related to the Software, for example through reverse engineering, decompilation and/or disassembly of the Software. The Customer is required to take appropriate precautions against unauthorized access to the Software by third parties. In particular, access codes must be kept absolutely secret. The Customer must also refrain from any action that could unreasonably burden the stability of the infrastructure used by Up2You for the operation of the Software, for example by installing automated call procedures and carrying out load tests.
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4. Up2You reserves the right to adopt all technical measures it deems appropriate to protect the Software against uses contrary to what has been established contractually. The use of the Software in accordance with the provisions of the Commercial Proposal and these General Conditions cannot cross over to purposes other than the one for which it was intended.
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5. In the event that Up2You detects a use of the Software in violation of the contract, or ascertains unauthorized use by third parties, it may request from the Customer, who undertakes to provide immediate feedback, all the information at his disposal relating to such use in order to ascertain the violation of the contractual provisions.
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6. Up2You reserves the right to revoke the Customer's access authorization and/or terminate the contract in the event that the Customer contravenes the contractual provisions that establish the limits on the use that is allowed to him or violates the rules intended to protect the Software against unauthorized use. In such circumstances, Up2You may interrupt or block the Customer's access to contractual services. Up2You grants the Customer a reasonable grace period to remedy the situation of irregularity found. Revoking the authorization to access the Software, in and of itself, does not constitute a termination of the contract. The revocation of the authorization to access without notice can be maintained by Up2You only for a reasonable period, in any case not exceeding three months.
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7. The right of Up2You to demand from the Customer the payment of the additional fee related to the use of the Software, which exceeds that allowed, is without prejudice to the right of Up2You.
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8. The Customer has the right to regain access to the Software only after having demonstrated the cessation of the use contrary to the contractual provisions, and to have taken the necessary measures to avoid the repetition of illegitimate use.
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9. The Software is available to the Customer”As-a-Service” and is subject to a dynamic development process; therefore, the Customer is aware that new services may be added, and existing services may be modified during the term of the contract. Up2You will inform the Customer in the event of a significant update to the versions of the Software and the corresponding terms of use. In any case, Up2You will take into due consideration the Customer's interest in using the service.
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10. For the sake of completeness, the Parties acknowledge and are aware that the Customer, once the contract is terminated, will no longer have any right to use or access the Software.
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7. Limitations of liability

1. Except as established by mandatory regulations, Up2You's liability to the Customer in any capacity cannot exceed an amount greater than double the compensation paid by the Customer; the above limitations of liability will not apply in case of intent or gross negligence on the part of Up2You.
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8. Term and termination of the contract

1. The duration of the contract is indicated in the Commercial Proposal. In the event that the contract provides for an automatic renewal, it will be necessary to communicate the cancellation to be sent in writing by e-mail to the address amministrazione@u2y.io with 45 days' notice from the expiry date of the contract itself.
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9. Confidentiality clause; mention of the Customer and its inclusion in the Up2You databases

1. The Parties undertake to use all technical and commercial information (such as prices, price lists, etc.), including information exchanged as part of the provision of services by Up2You or otherwise made available for the use of such services or preparatory to their access (hereinafter, collectively “Confidential Information”), exclusively for the purposes described in these General Conditions and in accordance with the same.
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2. The above obligations do not apply to Confidential Information for which the Receiving Party is able to demonstrate that:
   (a) are already known to you before they were received;
   (b) were already in the public domain before they were received;
   (c) have become public domain through no fault or negligence on the part of the Party;
   (d) have been made available by a third party, at any time, that does not impose an obligation of confidentiality on the Party;
   (e) had already been developed independently by the receiving Party; in this case, such independent development must be proven in writing.
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3. The previous confidentiality and non-disclosure obligations survive even after the termination of the contract between the Parties and as long as the Confidential Information does not become in the public domain.
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4. The Customer acknowledges and accepts that Up2You may use, in an anonymous and aggregated form, even after the termination of the contract, the data collected as a result of the activity carried out and the emission data obtained by the Customer when using the services, in particular to record such data in Up2You's proprietary databases. The application of the legislation for the protection of personal data is expressly without prejudice to and without prejudice to the application of the legislation on the protection of personal data.
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5. The Customer grants Up2You the right to include its name and brand within Up2You's reference customer portfolio and to cite the Customer as Case history. The Customer may revoke this license at any time, with non-retroactive effect.
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10. Express termination clause

1. The contract between Up2You and the Customer is terminated by law, pursuant to and for the purposes of art. 1456 of the Code. Civ., at the discretion of Up2You and at the simple declaration of the latter that it wishes to make use of this clause, in the following cases:
   (a) non-payment by the Customer of one or more invoices that have expired within the deadline;
   (b) misuse of the products, services and/or Software provided by Up2You;
   (c) malicious, fraudulent and/or grossly negligent behavior on the part of the Customer;
   (d) violation of Up2You's intellectual and industrial property rights.
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2. Failure to apply, even repeated, this article or its parts does not imply a waiver by each Party of its right to invoke it.
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11. Data protection
    

1. The On the subject of data protection, refer to Up2You Privacy Policy.
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12. Competent court

1. This Agreement must be considered and interpreted only in accordance with the law of the Italian Republic. Any dispute relating to the validity, interpretation, execution or termination of the Contract will be the exclusive competence of the Milan court.
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13. Final provisions

1. Unless the Law provides otherwise, communications between Up2You and the Customer will take place electronically
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2. The invalidity of one or more provisions of these General Conditions does not affect the validity of the contract as a whole. The Parties undertake to replace any ineffective contractual provisions with valid provisions that are as close as possible to the economic purpose pursued. Until such a change has been agreed, the ineffective provision will be interpreted as allowing it some use and that it most closely matches the economic purpose of the invalid provision. The same principle applies in the case of a breach in the contract, which must be filled. The provisions of these General Conditions contrary to mandatory rules are replaced by law by the applicable legal provisions.
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3. In the event that a Party is hit by a force majeure event and/or unforeseeable circumstance, and is able to prove it, it is exempt from the fulfillment of the obligations deriving from the contract, from any liability for compensation for damages and/or from any other contractual remedy for default, starting from the moment the event occurred, and provided that it has given timely notice to the other Party. If the effect of the impediment caused by the fortuitous event or force majeure event is temporary, the above exemption applies as long as the impediment/event invoked prevents compliance by the interested Party. If the duration of the impediment/event invoked has the effect of substantially depriving the Parties of what they could reasonably expect from the contract, each Party has the right to terminate the contract by written communication to the other Party within a reasonable time. Unless otherwise agreed, the Parties hereby expressly agree that the contract may be terminated by either Party if the impediment/event lasts longer than 30 days.
   

The following provisions apply to the calculation of the carbon footprint using the CliMax product provided by Up2You, in addition to the provisions of articles 1 to 13 of these General Conditions

14. Subject of the service related to the calculation of the carbon footprint and the advanced report ‍
    

1. Up2You offers its Customers, as defined in the Commercial Proposal between the Parties, the possibility to calculate their company's CO2 emissions and to request an advanced report that provides a more detailed and in-depth view of greenhouse gas emissions, including specific data and more in-depth analyses, in order to support sustainability initiatives and strategic customer reduction decisions.
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15. Standards and calculation validation

1. The calculation of the carbon footprint strictly follows the standards established by the GHG Protocol, the international protocol for the measurement and management of greenhouse gas emissions. This calculation has been validated by RINA, a globally recognized certification body, which has confirmed the accuracy and reliability of the adopted method.
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2. As indicated by the GHG Protocol, an analysis of the uncertainty of the calculation of the carbon footprint is provided, which represents an assessment of possible changes in emission estimates. This approach ensures consistency, transparency, and compliance with international standards for calculating the carbon footprint.
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3. The carbon footprint obtained through our calculation includes Scope 1 and 2 emissions, in accordance with the standards established by the GHG Protocol. Purpose 1 emissions refer to direct greenhouse gas emissions from sources owned or directly controlled by the company. Purpose 2 emissions include indirect greenhouse gas emissions generated by the production of energy purchased and consumed by the company.
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4. Please note that any specific process emissions, such as those associated with particular production or industrial processes, are not included in the standard calculation of the carbon footprint usable on the CliMax platform. However, if the Customer requests a specific consultancy service, these process emissions can be identified, evaluated and included in the calculation, providing a more complete and exhaustive view.
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5. Within the CliMax platform, it is also possible to calculate Scope 3 emissions, first purchasing a dedicated calculation plan and requesting a specific consulting service to customize the calculator based on the characteristics of the Customer company.
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16. Advanced report release

1. The Customer has the option of requesting the creation of an advanced carbon footprint report if and only if the standard calculation carried out on the CliMax platform is at least 80% complete. This means that the calculation must include at least 80% of the relevant emissions, in accordance with the standards and methodologies adopted for the measurement and assessment of the carbon footprint. This requirement guarantees the reliability and the representativeness of the report itself, providing the customer with an accurate and complete analysis of the environmental impact of the Client company. Furthermore, the more exhaustive the calculation, i.e. the more data the Customer includes in the platform, the more accurate the results will be.
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2. Each advanced report refers exclusively to a single company name, even in the case of companies with multiple operating offices. In the context in which the different offices operate under different business names, it is necessary to carry out separate calculations and request separate reports for each company name.
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3. It is possible to request an in-depth analysis of the applied methodology, in which all the procedures performed for calculating the carbon footprint are explained in detail, including the assumptions adopted and the emission factors used, together with the related reference databases. The procedures used to estimate greenhouse gas emissions and the methods of attribution to specific activities are specified in a transparent manner. In addition, the methodological note indicates the specific emission factors applied, based on accredited reference databases and in line with internationally recognized standards and methodologies for calculating the carbon footprint. This makes it possible to fully understand the bases and assumptions on which the analysis of the carbon footprint is based and to evaluate its validity and consistency with the guidelines and standards adopted.
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4. The advanced report can be requested by the Customer once the paid calculation plan has been activated and is released in the appropriate section of the CliMax platform no later than 6 working days following the request, so that the Up2You sustainability team can carry out a control phase on the information specified in the report.
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17. Customer Responsibility

1. The Customer guarantees Up2You that the data provided or entered are correct, complete and true. Up2You is unable to verify the accuracy of the data provided. Up2You cannot be held responsible for the provision of an incomplete and/or inaccurate service, deriving from inaccurate data that has been provided or entered by the Customer.
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2. It should be noted that any specific process emissions for companies, in particular those operating in industry, cannot be accurately calculated through the use of the generic carbon footprint calculation tool provided on the CliMax platform. Please note that any specific process emissions, such as those associated with particular production or industrial processes, are not included in the standard calculation of the carbon footprint usable on the CliMax platform. However, if the Customer requests a specific consultancy service, these process emissions can be identified, evaluated and included in the calculation, providing a more complete and exhaustive view. Therefore, it is the customer's responsibility to request this service, in case the process emissions are relevant to their sector or business activity, in order to ensure that the calculation of the carbon footprint is complete and representative.
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3. It is possible to request an in-depth analysis of the applied methodology, in which all the procedures performed for calculating the carbon footprint are explained in detail, including the assumptions adopted and the emission factors used, together with the related reference databases. The procedures used to estimate greenhouse gas emissions and the methods of attribution to specific activities are specified in a transparent manner. In addition, the methodological note indicates the specific emission factors applied, based on accredited reference databases and in line with internationally recognized standards and methodologies for calculating the carbon footprint. This makes it possible to fully understand the bases and assumptions on which the analysis of the carbon footprint is based and to evaluate its validity and consistency with the guidelines and standards adopted.
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4. It is the Customer's responsibility to ensure that their company's carbon footprint data is updated annually and accurately. To maintain the status of a carbon neutral company and to use the related claims and certifications provided by Up2You, it is essential that the data necessary for calculating the carbon footprint are adequately updated. Please note that Up2You does not assume any responsibility for outdated, incomplete or inaccurate information provided by the Customer. If the data is not properly updated, Up2You may not be able to guarantee the company's effective carbon neutrality or to provide corresponding claims and certifications.
   

The following provisions apply to contracts that include the collection of Carbon Credits (so-called carbon offsetting)”, in addition to the provisions of the articles of these General Conditions.

1. Subject of the service related to the Projects of Carbon offsetting

1. Up2You offers its Customers the opportunity to finance projects that reduce the amount of CO2 (or other greenhouse gases) present in the atmosphere, removing or avoiding the emission.
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2. The carbon credit represents the reduction of greenhouse gases present in the atmosphere to an equivalent extent in terms of GWP (Global Warming Power) to 1 ton of CO2. In the event that this minimum quantity is not reached, Up2You reserves the right to round up the quantity ordered by the Customer to that minimum quantity, at no additional cost to the Customer.

2. Running the service

1. The Offset service by Up2You is performed through the selection, purchase, accounting and disposal, in the name and on behalf of the Customer, of CO2 emission certificates deriving from certified climate protection projects. Up2You undertakes to ensure the availability of a sufficient number of CO2 emission certificates, appropriate for the projects and compensation objectives agreed with the Customer. Up2You will select CO2 emission certificates at its own discretion, unless previously agreed with the Customer in writing.
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2. The assigned credits and emission reduction certificates can be used within rights and emission allowance trading systems. In order to ensure that each certificate is used only once, it is withdrawn by Up2You. If the certificate is withdrawn, it cannot be transferred further.
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3. With regard to emission reduction certificates, the Customer cannot claim any right to receive them directly and/or material, nor to purchase them, nor to use them for purposes other than their specific own. The Customer acknowledges and accepts that, based on these General Conditions, he will receive from Up2You only the confirmation of the withdrawal of many certificates, sufficient to compensate for the contractually agreed amount of CO2.
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4. CO2 emission certificates are received, managed and collected by Up2You through a special recognized registry, called Registry and owned by Up2You, freely accessible and available for consultation on the site https://nft.u2y.io/registry. This is sufficient to attest to the reduction of greenhouse gases and the effect of the compensation implemented by the Customer.
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5. Even if the Customer chooses a specific Carbon Offsetting Project, Up2You does not guarantee that the CO2 emission certificates assigned to the Customer will permanently correspond to a specific climate protection project (so-called availability requirement), unless Up2You's commitment to collect a certain amount of CO2 emission certificates deriving from a specific climate protection project has been explicitly agreed.
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6. In the event that the selected CO2 emission certificates are not available, Up2You reserves the right to compensate by withdrawing CO2 emission certificates that are comparable, equivalent or of a higher value than those selected.
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7. The CO2 emission certificates included in the compensation request will be permanently withdrawn only after full payment by the Customer within the terms and amount defined in the Commercial Proposal. If payment by the Customer is delayed, the cost of the credits may change. If the cost of the credits increases, the customer will be notified of the current price, and a sufficient amount of credits will be taken to cover the total amount of the invoice.

3. Up2You's limitation of liability for climate protection projects

1. The compensation of CO2 emissions and related reductions are achieved through climate protection projects, which include a service provided by the respective project manager, for which Up2You does not assume any responsibility. These third-party services are services that go beyond Up2You's own obligations.
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2. With reference to these third-party services, Up2You's liability is expressly limited to the prudential choice of the services to be used, provided by these third parties, and to the correct execution of its obligations with respect to such third parties (purchase and withdrawal of CO2 emission certificates). To this end, Up2You undertakes to conclude appropriate contracts with the managers of climate protection projects,
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3. Thanks to careful quality verification processes, Up2You carefully selects only projects whose operators are considered reliable and that are contractually obliged to comply with strict standards. In the case of projects that do not meet our reliability standards, Up2You undertakes to replace them promptly. It is important to emphasize that once the credits have been withdrawn, they are final and cannot be canceled.
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4. Up2You carefully selects the projects to be proposed within its Carbon Offsetting Projects, based on the information and documents provided by the operators of the project itself, as well as by certification bodies and/or verification bodies. Up2You is not responsible for the accuracy of the information made available to it by the certification body and/or project managers, nor can it be held responsible for the information contained in the brochures provided, regarding emissions, reductions made or other information on projects. Furthermore, Up2You cannot be held responsible for the accuracy and completeness of the project review carried out by independent certification bodies.
   

4. Granting of rights to use Up2You's trademarks

1. Up2You will provide the Customer, to the extent agreed in the individual Commercial Proposal, all the distinctive signs (for example: logo, badge) bearing the trademarks owned by Up2You and that will distinguish the agreement between the Parties that are part of carbon offsetting Projects, which may be used by the Customer in accordance with the Up2You guidelines currently in use, and in particular on the basis of”Up2You Brand Guidelines”. The right of use, by the Customer, of these distinctive signs is limited to the specific badge provided and to the specifically licensed use; the Customer may use the distinctive signs for their marketing and external communication activities, to publicize the collaboration with Up2You and their commitment in the field of climate protection.
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2. The Customer is granted a simple and non-transferable right to use the Up2You brand, limited in time to the term of the contract, and subject to territorial and content restrictions. The license is limited to the goods, services and territories specified in the relevant Order. The Customer is expressly forbidden to modify the Up2You brands or to proceed with their combination with other brands and/or graphic elements or signs unless permitted with written authorization from Up2You. The Customer may not transfer, transfer, grant and/or sublicense the Up2You brands, to third parties or to affiliated companies, except with the prior written approval of Up2You. Similarly, the license cannot be used to brand a product other than the one to which it refers, a different company or even a third party. In particular, the Customer cannot deliver to third parties, nor allow them to use, electronic copies or in any other form of the distinctive signs of the brands licensed by Up2You, nor can he use the latter for products, business divisions or branches other than those identified during the execution of the contract.
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3. At the end of the contract, for whatever reason, the license granted will automatically expire and the Customer will no longer be able to use the Up2You trademarks and distinctive signs. The Customer undertakes to promptly remove all Up2You trademarks and distinctive signs from all the company's public/social profiles, the website, corporate and/or advertising documents, and must immediately cease all use of Up2You's distinctive signs.
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5. Any disputes from the Up2You brands

1. Up2You guarantees to be the owner of the brands described in the”Up2You Brand Guidelines”.
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2. Up2You does not guarantee the legal validity, uncontestability or marketability of brands. Up2You does not guarantee that the use of the licensed logos, brands and distinctive signs does not violate any third party rights.
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3. Any dispute against Up2You's trademarks and distinctive signs does not affect Up2You's right to demand payment from the Customer of the agreed fee for the license of its brands and distinctive signs, as long as the Customer is allowed to use the marks and distinctive signs themselves. Likewise, the Customer will not be entitled to any refund for what has already been paid.
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6. Consequences of the illegal use of Up2You trademarks

1. In case of violation of these terms of use, except as provided for in Art. 10 (1), Up2You has the right to revoke the license for the use of Up2You's trademarks and distinctive signs and to stop providing its services. Nevertheless, and without prejudice to all the rights and powers of Up2You established by these General Conditions in the event of a violation of the terms of use by the Customer, the Customer acknowledges and accepts that Up2You may do everything in its power to protect, in appropriate places, its brands and distinctive signs.
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2. In any case, all of the above does not affect Up2You's rights, in the event of a violation by the Customer of the contractual, legislative and/or regulatory provisions resulting from the unauthorized use of Up2You's trademarks and distinctive signs by the Customer, with particular reference to the injunction procedure, information obligations and the possibility of acting for compensation for damages.