Terms and Conditions – Labware Payment Integration Platform

These General Terms and Conditions (“General Terms and Conditions”) are signed by Labware S.p.A., with registered office in Civitanova Marche (MC), Via Enzo Ferrari, no. 3, registered with the Macerata Companies Register, Tax Code and VAT number 01424730438, share capital €250,000.00 fully paid up, in the person of its pro-tempore legal representative (“Labware”) and by the legal entity that has signed a document with Labware entitled “Order Document for the purchase of the Service” (hereinafter, the ’Order”).

1. DEFINITIONS

1. 1. In addition to the terms defined in other clauses in these General Terms and Conditions, the terms and expressions listed below shall have the following meanings:
      1. "Customer”: indicates the entity that has signed the Order with Labware, as described and specified in more detail on the first page of the Order.
      2. “Connector”: indicates the software developed by Labware that enables connection between the Payment Service, the PoS, and the Device;
      3. "Contract”: refers to the contractual document governing the relationship between the Customer and Labware, consisting of the Order and the documents mentioned in the Order, which will therefore apply to Orders (including the General Terms and Conditions).
      4. “Device”: indicates the device hardware of the Supplier of Device which allows the User to execute the Transaction using credit and/or payment cards, or other alternative forms of payment, as an alternative to executing the Transaction online;
      5. “Supplier of Device” indicates the subject who provided the Device to Labware, as indicated and identified in the Order.
      6. “Working Day”: each calendar day, except for: (i) Saturdays and Sundays; and (ii) other days on which credit institutions are not open to the public in Milan;
      7. “PoS”: refers to a cash register, i.e., a mechanical or electronic device capable of storing individual transactions and, at the same time, issuing sales receipts, returns, or cancellations to consumers, as well as storing the total data for the day's takings.
      8. “Payment Service Provider”: means the company that will perform the Payment Service (as defined below) and may be (i) Stripe (as defined below) or (ii) the Stripe Group Companies (as defined below);
      9. “Payment Service”: indicates the service provided to the Customer by the Payment Service Provider, aimed at carrying out digital financial transactions on behalf of Users;
      10. “Maintenance Service”: indicates the routine maintenance service for the Connector, in order to maintain the correct compatibility of the Payment Service, the Recorder, and the Device;
      11. “Stripe”: refers to Stripe Payments Europe Ltd., a company incorporated under Irish law with registration number 513174, with registered office at 1 Grand Canal Street Lower, Grand Canal Dock, Dublin (Ireland), i.e. the company providing the Payment Service, equipped with the appropriate authorizations and licenses required by law. Specifically, the Payment Services may be performed by Stripe through the following companies: (i) Stripe Payments UK Limited, a company registered in England and Wales, with registered office at 9th Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom, company registration number 08480771, which is authorized by the Financial Conduct Authority (FCA) under Regulation 9 of the European Communities (Electronic Money) Regulations 2011, for the issuance of electronic money and the provision of payment services (register reference 900461); or (ii) Stripe Technology Europe Limited, a company registered in Ireland with its registered office at 25-28 North Wall Quay, Dublin 1, Ireland, with company registration number 599050, which is authorized as an electronic money institution and regulated by the Central Bank of Ireland (reference number: C187865) (hereinafter, Stripe Payments UK Limited and Stripe Technology Europe Limited will be jointly referred to as the “Stripe Group Companies”);
      12. “Transaction”: indicates the whole procedure payment process that begins with the User making a payment to the Customer using the Payment Service via the Device or online; the transaction may also be recorded by the PoS, in which case the process is completed with the issuance of a receipt by the PoS itself.
      13. “Users”: the natural and/or legal person who is the Customer's client, as the party paying the amount covered by the Transaction.

 

2. SUBJECT OF THE CONTRACT

1.  The Contract covers, where expressly indicated in the Order, the performance by Labware for the Customer of:

• the provision of the Connector, which, among other things, allows the Customer to access the Payment Service;
• the performance of the Maintenance Service;

(hereinafter, jointly, the “Services”) and

• where expressly provided for in the Order, by indicating the “Card Present” method for the performance of the Services, the sale and/or delivery on loan for use and/or operating lease of the Device from Labware to the Customer;

with the clarification that the Services may also be provided individually, as well as the sale/delivery on loan for use and/or operational rental of the Device, in accordance with the specific provisions of the Order. 2. It is understood that the Contract covers only the Services, with the consequence that any other service, feature, or intervention requested by the Customer from Labware will be subject to specific additional contracts. ad hoc to be agreed between Labware and the Customer. 3. The Customer undertakes to use the Services and the Device exclusively for lawful purposes and permitted by the provisions of law applicable from time to time, by customs and practices, by rules of diligence and in any case, without infringing any rights of third parties. 4. The Customer acknowledges and accepts that, where deemed appropriate at the sole discretion of Labware and/or Labware's suppliers, Labware will release updates and developments on the Connector (hereinafter, the “Updates and Developments”) and, in this regard, the Customer (i) acknowledges and accepts that Updates and Developments may result in the modification or elimination of certain features of the Connector and may therefore temporarily prevent the use of the Payment Service; (ii) hereby exempts Labware from any liability for any damages resulting from the implementation of Updates and Developments; and (iii) acknowledges and accepts that Updates and Developments may not include updates, supplements, adaptations, developments, improvements, and modifications generally made necessary by the modification, integration, repeal, or issuance of Italian, EU, or foreign laws, decrees, regulations, directives, orders, or decisions that have an impact on Labware's operations and/or costs and/or on the structure of the Software or that make substantial or structural changes to the regulations in force on the date of signing the Contract.  

3. CONTRACT TERM

1. The Contract between Labware and the Customer shall have the duration specified in Section A of the Order.
2. Upon each expiry date, the Contract shall be automatically renewed for individual periods of one year each, unless such automatic renewal is prevented by a notice of termination that either Labware or the Customer may send to the other party by registered letter with return receipt or by certified email, no later than sixty (60) days prior to each contract expiry date.

4. CUSTOMER OBLIGATIONS

1. 1. 1. The Customer undertakes to: (i) if necessary for the type of Service requested, equip themselves with the Device and/or PoS prior to the performance of the Services; (ii) if present, maintain the Device fully functional for the entire duration of the Agreement; (iii) have adequate Internet connectivity in order to enable Labware to perform the Services; (iv) if present, keep the PoS constantly updated and constantly connected to the Internet; (v) if present, adapt the characteristics of its PoS and Internet connectivity to any changes, replacements, and corrections made to the Services after the conclusion of the Contract; (vi) register, where requested by Labware, on the Payment Service Provider's website, and create—again, where requested by Labware—an account on the Payment Service Provider's system; (vii) sign the contract entitled “Stripe Connected Account Agreement” with the Payment Service Provider necessary for the provision of Payment Services.
      2. In order to use the Services, the Customer must use their own internet connection to enable the Connector to communicate with the Payment Services. In this regard, the Customer must provide all appropriate and suitable means and tools to ensure that they have an adequate internet connection, bearing the related costs, charges, and responsibilities (activation of telecommunications lines, technical configuration interventions) in accordance with the technical specifications and instructions that will be communicated to the Customer by Labware in this regard.
      3. The Customer declares that it has provided Labware with all the information in its possession prior to signing the Contract and undertakes to provide Labware with any further information that Labware may request from the Customer for the provision of the Services after signing the Contract (including, by way of example, to ensure compliance with the obligations incumbent on Labware or the Payment Service Provider under the law), with the clarification that the Customer (i) hereby guarantees to Labware that such information will be complete, correct, and accurate (ii) hereby consents to Labware transmitting such information to the Payment Service Provider, and (iii) acknowledges and accepts that, in the event of failure to send such information or in the event that such information is incomplete or incorrect, Labware shall have the right to suspend the provision of the Services with immediate effect.
      4. The Customer acknowledges and accepts that, should the Customer fail to fully perform all obligations incumbent upon them pursuant to this Article 4, Labware will not provide the Services, without the Customer being entitled to claim any compensation, indemnity, or damages from Labware for Labware's failure to provide the Services, with the clarification that – therefore – this paragraph 4 shall be understood as an express waiver by the Customer of any claim for compensation, indemnity, or damages from Labware for Labware's failure to provide the Services.

 

5. FEES, PAYMENT TERMS, AND BILLING PLAN

1. 1. The Parties acknowledge and agree that the consideration for the provision of the Services and/or for the sale/delivery on loan for use and/or operating lease of the Device (the “Consideration”), as well as the related payment and billing methods, are indicated in the Order.
   2. It is understood that in the event of non-payment or delayed payment of any amount due under the Contract, (i) the Customer will automatically forfeit the benefit of the term, if granted, (ii) interest on arrears will accrue on the amounts due at the rate provided for in Legislative Decree 231/2002, and (iii) Labware will have the right to suspend the provision of the Services.
   3. Labware reserves the right to reevaluate the Consideration, by way of example only, based on changes in the consumer price index for blue-collar and white-collar households ascertained by ISTAT, taking as a basis the index for the same month of the previous year, or on further assessments based on the implementation of the Connector's features, or on the increase in costs for the performance of the Services, notifying the Customer at least sixty days before the date on which the increase in the Fee will take effect.
   4. The Customer acknowledges and accepts that the Payment Service Provider will pay Labware the Fees due to Labware by the Customer pursuant to the Contract, with the Payment Service Provider acting as the Customer's payment agent pursuant to and for the purposes of Article 1268 of the Italian Civil Code. In this regard, (i) Labware expressly declares, pursuant to Article 1268, paragraph 1 of the Italian Civil Code, that it does not release the Customer from its obligation to pay the Fees; (ii) the Customer expressly waives its right to revoke the payment delegation pursuant to and for the purposes of Article 1270 of the Italian Civil Code; and (iii) pursuant to and for the purposes of Article 1271 of the Italian Civil Code, the Payment Service Provider may not raise against Labware any objections that may be raised against Labware by the Customer.
   5. Pursuant to the payment delegation referred to in paragraph 4 above, the Payment Service Provider shall pay Labware the fees in the name and on behalf of the Customer, withholding the amount of the Fees from the amount due to the Customer following the settlement of transactions carried out by Users through the Payment Service.
   6. In this regard, Labware will send the Customer a report at the end of each month indicating the Fees due to Labware and identifying how the Fee was paid by the Payment Service Provider to Labware in accordance with the payment delegation.
   7. The Customer acknowledges and accepts that the Payment Service Provider will pay the Customer the fees for the Transactions executed, net of the Fee, no later than three Business Days from the date of execution of the Transaction by the User.
   8. To protect the Customer in the event of services where payment is not made at the same time as the service is performed (for example, in the case of delivery food or beverages, with prepayment by the User when placing the order), the Customer acknowledges and accepts that Labware may, instead of immediately executing the Transaction, pre-authorize the card indicated by the User for an amount equal to the amount of the future Transaction, and then execute the Transaction when the User and the Customer have completed the sale of the goods or Services. In this case, if the Payment Service Provider charges Labware a fee, commission, cost, or consideration for the execution of this pre-authorization, the Customer undertakes to pay Labware a fee, where applicable and indicated by Labware, for the execution of such pre-authorization, which shall be paid by the Customer to Labware in the same manner as provided for the payment of the Fee.

 

6. INTELLECTUAL PROPERTY

1. 1. For the purposes of this paragraph, “Pre-existing Material” means any material, element, result, application, methodology, know-how, process, knowledge, formula, model, document, software, semi-finished software, source code (regardless of whether they are tangible or intangible, incorporated or not in a document or hardware support, or available in cloud mode or shared mode, including via a network) owned or held by Labware or by third parties with whom Labware has signed specific license agreements and/or specific agreements, or created or caused to be created by Labware outside the scope of the performance of the Services.
   2. The Customer acknowledges and accepts that all industrial and intellectual property rights relating to the Connector and the Pre-existing Materials are and remain the property of Labware and/or the legitimate owners and are not transferred in any way to the Customer, who undertakes not to reproduce, transmit, transfer, distribute, or sublicense to third parties, decode, and, consequently, use the Connector and/or the Pre-existing Materials for purposes other than those specified in the Agreement.

 

7. PROVISION OF PAYMENT SERVICES

1. 1. The Customer acknowledges and accepts that the Payment Service will be provided by the Payment Service Provider and, as a result, the Customer acknowledges and accepts that, for the purposes of providing the Payment Services, the contractual relationship between the Payment Service Provider and the Customer will be governed by the terms and conditions contained in the following link https://stripe.com/it/legal/connect-account and from the contract entitled “Stripe Connected Account Agreement” contained in the following link https://stripe.com/it/legal/connect-account “Stripe Contracts”), which the Customer undertakes to sign in accordance with the procedures set out in the procedure for onboarding of the Customer. If the Stripe Agreement is not signed within 7 days of signing the Agreement, for any reason, including, but not limited to, Stripe's refusal to sign the Stripe Agreements with the Customer, the Agreement shall be automatically terminated and the Customer declares and accepts that it shall have no claim against Labware as a result of Stripe's refusal, the termination of the Agreement, and the interruption of any Service.
   2. The Customer declares and guarantees to Labware that they have read the conditions, terms, and content of the contractual conditions governing the use of the Payment Service and indicated in paragraph 7.1 above, and that they accept them unconditionally, with the consequence that, in the event of defects and/or faults relating to the Payment Service, the Customer expressly agrees to take direct action exclusively against the Payment Service Provider in accordance with the contracts referred to in paragraph 7.1 above, excluding any right of the Customer to take action against Labware, and the Customer also undertakes to address any claim, request, or action relating to the Payment Service, as well as those arising from the use of the Payment Service, directly to the Payment Service Provider, exempting Labware from any liability for the use of the Payment Service. Furthermore, the Customer guarantees Labware that it will use the Payment Services in accordance with the terms indicated by Stripe, undertaking as of now to indemnify and hold Labware harmless from any dispute that Stripe may bring against Labware for facts attributable to or related to the Customer.
   3. The Parties agree that Labware: (1) is not an agent of the Payment Service Provider; (2) provides the Services to the Customer on its own behalf and on behalf of Stripe, which provides Labware with the technological tools necessary for the integration inherent in the Connector; and (3) does not provide or offer payment services.
   4. With regard to the contracts with Stripe referred to in paragraph 7.1 above, the Customer acknowledges and accepts that (i) Labware does not act as an agent or intermediary for the Payment Service Provider; (ii) these contracts are to be considered separate legal agreements between the Customer and the Payment Service Provider. Labware is therefore not a party to such contracts, nor does it have any contractual or legal obligation in relation to the provision of Payment Services; (iii) Labware will share with Stripe all Customer data necessary for Stripe to provide its services; (iv) the Customer may use the services provided by Stripe only through the Connector and may access information relating to payment transactions made using its wallet through the dashboard elaborate display ad hoc by Labware.

 

8. MAINTENANCE SERVICE

1. 1. Labware undertakes to provide the Maintenance Service in the Customer's interest for the resolution of technical problems and malfunctions relating to the Connector in accordance with the service levels indicated in the document mentioned in the Order and entitled “Service Levels” (hereinafter referred to as the ’Technical Maintenance Attachment”).
   2. The provision of the Maintenance Service and interaction with the Customer will take place with the aid of telematic technologies (ticket management) according to terms and conditions that will be determined at Labware's discretion and communicated to the Customer.
   3. Labware undertakes to take charge of and manage reports from the Customer, in accordance with the procedures indicated in the Technical Maintenance Annex.
   4. In view of the complexity of the services provided, without prejudice to the provisions of the Technical Maintenance Annex, Labware does not guarantee maximum resolution times for defects or malfunctions of the Connector, although it guarantees that it will do its utmost, within the limits of its technical capabilities, to promptly resolve any issues encountered by the Customer.
   5. The Customer acknowledges and accepts that the assistance and technical support service for the Maintenance Service will be provided by Labware exclusively remotely, with any direct intervention on the Customer's IT systems being expressly excluded.

 

9. LIMITATION OF LIABILITY - WARRANTIES - SUSPENSION OF SERVICES

1. Except in cases of wilful misconduct or gross negligence, in which Labware's liability shall not be subject to any limitation whatsoever, Labware's maximum liability to the Customer in the event of a breach of the provisions contained in the Contract shall be limited exclusively to compensation for actual damages (with the express exclusion of loss of profits and other consequential and indirect damages) and in any case, in each year of the Contract, shall not exceed an amount equal to the Fee for the Services that the Customer must pay to Labware in one year of the Contract.
2. Under no circumstances shall Labware be held liable for any loss of information or data or interruption of the Customer's business in all cases where such loss of data is not directly attributable to defects in the functionality of the Connector and, specifically, Labware shall not be liable (i) for damages caused by anyone who illegally uses the Payment Service, the Connector, or the Services or illegally disseminates copies of programs or calculation codes or confidential data, overcoming, through hardware and/or software manipulation, the protections introduced by Labware with respect to the Connector; (ii) in the event of misuse of the Payment Service, the Connector, or the Services; (iii) in the event that access to the Payment Service is prevented or defective due to problems with the functionality of the internet network, the connection between the servers of the Customer and the Payment Service Provider or (iv) in the event of interruptions, defects, or malfunctions of the Payment Service.
3. The Customer's use of the Connector and Services is subject to compliance with the installation requirements that will be communicated to the Customer by Labware, and Labware cannot be held liable if these system requirements are not complied with or met by the Customer.
4. If Labware declares that the Connector complies with specific laws or regulations, such compliance shall be deemed to exist on the date the Connector is placed on the market, as it is clear that legislative or regulatory changes are always possible, as are changes in the interpretation of regulations. The Customer must ascertain whether the use they intend to make of the Software is legitimate (or in any case still legitimate), refraining from use in case of doubt about compliance with the law for the use they intend to implement, and notifying Labware of the circumstance as soon as possible.
5. Labware assumes no other obligations and makes no warranties other than those expressly set forth in this section (including implied warranties of non-infringement, merchantability, and fitness for a particular purpose of the Connector and/or Payment Service).
6. Labware has the right
   1. 1. to suspend and/or interrupt the Customer's use of the Connector without any refund, indemnity, and/or compensation of any kind (including as a result of the suspension and/or interruption of the Payment Service) if Labware becomes aware of or determines that the Customer is engaging in conduct that is contrary to the law or public order or to the provisions of this Agreement;
      2. to suspend the provision of the Services if Labware becomes aware or believes that any of the following circumstances have occurred or are about to occur: (i) force majeure or unforeseeable circumstances; (ii) tampering or interference with the PoS and/or Connector by unauthorized third parties; (iii) incorrect or non-compliant use of the Connector or the Services made available to the Customer; (iv) malfunction or inadequacy of the Customer's connection; (v) failure, slowdowns, or interruptions of the Payment Service; (vi) necessary routine and extraordinary maintenance activities by Labware and/or the Payment Service Provider; and (vii) if Users obtain a refund from their bank or card issuer in the event of fraudulent payments (the “Chargeback”) in excess of 0.5% of the total volume of transactions carried out by the Customer's Users in the previous 30 days, with the clarification that Labware may unilaterally raise the threshold for the relevance of the Chargeback pursuant to this article, notifying the Customer at least sixty days before the date on which the increase in this threshold will take effect;
      3. to interrupt the provision of the Services in order to maintain, update, and modify the Connector and/or the methods of performing the Services or to enable new Services (or in order to allow the Payment Service Provider to maintain, update, and modify the Payment Service).

10. TERMINATION FOR NON-PERFORMANCE - WITHDRAWAL

1. 1. Labware has the right to terminate the Contract pursuant to and for the purposes of Article 1456 of the Italian Civil Code by giving written notice to the Customer, in the event that the Customer fails to pay or delays payment of the fees due to Labware within the terms set out in the Contract or in the event that the Customer fails to comply with: (a) the terms of use of the Payment Service referred to in paragraph 7.2; or the terms, where applicable, of the provisions contained in Section II of the General Conditions, for the sale and/or loan for use and/or operating lease of the Device; (b) the obligations regarding intellectual property referred to in Article 6; (c) the obligations regarding the protection of personal data referred to in Article 11 below; (d) if the threshold of Chargeback exceeds 1% (one percent) of the total volume of transactions carried out by the Client's Users in the previous 30 days; (e) if it emerges that the Client is maliciously or negligently involved in transactions Chargeback; (f) if the Customer fails to comply with the contractual terms and conditions of the Payment Service Provider, as indicated in Article 5 above.
   2. Without prejudice to the provisions of paragraph 10.1, if the Customer fails to pay or delays payment of the fees due to Labware within the payment terms set out in the Contract, Labware shall have the right to suspend the provision of the Services or to prohibit the Customer from using the Connector pursuant to and for the purposes of Article 1460 of the Italian Civil Code giving written notice to the Customer, without prejudice to Labware's right to claim from the Customer the payment of interest on arrears due on amounts not paid or paid late to Labware in accordance with the provisions of the law in force.
   3. The Parties acknowledge that in the event that the Customer's use of the Connector or the provision of the Services is suspended or interrupted by Labware pursuant to this article, Labware shall not be held liable in any way for the temporary, even if prolonged, non-use of the Connector by the Customer.
   4. Labware has the right to withdraw from the Contract by sending written notice to the Customer (a) at least 30 (thirty) days prior to the date on which such withdrawal will result in the termination of the Contract or (b) with immediate effect in the event of termination of the contractual relationship between Labware and the Payment Service Provider.
   5. In the event of termination, withdrawal, cessation, or expiration of the Contract, (i) Labware does not provide a service for delivering copies of data uploaded and stored on the platform and, consequently, it will be the Customer's responsibility to store or extract copies of such data, and (ii) in the event that the Device if it was delivered on a loan for use and/or operating lease basis, the Customer must return the Device to Labware within 5 (five) days of the termination of the Contract, at the Customer's expense and responsibility, by sending it to Labware's registered office.

 

11. PROTECTION OF PERSONAL DATA

1. 1.  Labware and the Customer mutually undertake to comply with all obligations arising from Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (hereinafter also referred to as GDPR) and its subsequent amendments and additions, as well as any other regulations applicable to the processing of Personal Data.
   2. In particular, by signing the Contract, the Customer expressly authorizes Labware to share the Customer's personal data (or that of the Customer's customers) with the Payment Service Provider in accordance with the respective policies on the processing of personal data, for the purpose of (i) enabling Labware to provide the Services; (ii) allow the Payment Service Provider to provide the Payment Service; and (iii) comply with applicable laws.

 

12. CHANGES TO THE AGREEMENT

1. 1. Labware reserves the right to modify the Agreement at any time and for various reasons, including, but not limited to, commercial reasons, compliance with applicable laws or regulations, and user support requirements.
   2. In the case referred to in the previous paragraph, Labware will in any case notify the Customer at least 1 (one) month before the date of entry into force of the new contract by email to the address provided during registration (“Notice of Change”). From the date of receipt of the Notice of Change, the Customer will have a similar period of time to withdraw from the Contract without incurring any costs and/or charges.
   3. Unless you exercise your right of withdrawal, the new version of the contract will come into effect one (1) month after the Notice of Change is sent.
   4. Any amendments to the Contract shall be made in writing. The possibility of entering into verbal agreements that are ancillary and/or amend the Contract is expressly excluded.

 

13. GENERAL PROVISIONS

1. 1. The Customer may not transfer the Contract, in whole or in part, to third parties. Any form of sublicensing of the Connector or granting of use of the Connector by the Customer to third parties is also prohibited.
   2. Labware may assign the Agreement to third parties, even partially.
   3. The services provided by Labware in execution of the Contract are governed by Italian law, excluding the application of its principles regarding conflicts of law.
   4. In addition to the above, the Customer hereby undertakes (a) to comply with any law and/or regulation relating to anti-corruption, including the US Foreign Corrupt Practices Act, the Bribery Act 2010, and Law No. 231 of June 8, 2001, and in this regard, the Customer represents and warrants to Labware that it has adopted and will maintain throughout the term of the contract corporate controls to support such compliance and (b) to comply with import and export regulations, including the International Traffic in Arms Regulations and related regulations adopted in the United States of America regarding exports.
   5. Any dispute arising between Labware and the Customer in relation to the Contract or its execution and interpretation shall be referred to the exclusive jurisdiction of the Court of Macerata.

   

SECTION II

SALE OR LOAN FOR USE OR OPERATING LEASE OF THE DEVICE

 

1. APPLICATION OF SECTION II OF THE GENERAL TERMS AND CONDITIONS - DEFINITIONS

1. 1. This section of the General Terms and Conditions shall only apply if the Customer purchases and/or receives on loan and/or operational lease the Device through Labware, i.e., if the Order expressly mentions the “Card Present” for the performance of the Services.
   2. The Customer acknowledges and accepts that in relation to this part of the Contract concerning the sale, or the loan for use and/or operating lease, of the Device from Labware to the Customer, Labware acts solely as a distributor of the Device, with the consequence that the Customer hereby undertakes to comply with the terms of use of the Device, which can be viewed at the following link https://stripe.com/it/legal/connect-account, in the section License Agreement for Terminal Device Software (stripe.com) (hereinafter, the “Terms of Use”).

2. OTHER AGREEMENTS REGARDING THE SALE OF THE DEVICE

1. 1. Installation and configuration of the Device, unless expressly indicated as services to be performed by Labware pursuant to the Order, shall remain the sole responsibility of the Customer.
   2. The Customer is also responsible for verifying the compatibility of the Device with its own cash register system, as well as for verifying that all requirements for the operation of the Device (for example, the presence of an internet connection suitable for use with the Device, computer and electrical requirements for using the Device.
   3. It is understood that, (i) if the Customer purchases more than Device, Labware may proceed with partial delivery of individual items. Device, depending on availability Device themselves; (ii) should Labware indicate delivery times for the Device to the Customer, these delivery terms are to be considered merely indicative and, therefore, the Customer expressly waives the right to claim any compensation and/or indemnity from Labware resulting from failure to comply with the delivery terms of the Device; (iii) i Device will be delivered under EXW (Ex-Works – INCOTERMS 2021) delivery terms – Agreed location, Labware factory located in Civitanova Marche (MC) Zip code 62012 – Via Enzo Ferrari n. 3 Industrial Zone A.

3. DEVICE WARRANTY

1. 1. Labware guarantees that the Device shall be free from defects and/or faults for a period of 12 months from the date of shipment of the Device by Labware
   2. The warranty provided by Labware referred to in the previous paragraph shall only cover manufacturing defects in the Device and, in particular, Labware does not guarantee, even implicitly, the operability of the Device with the Customer's cash register system.
   3. Without prejudice to the provisions of the Terms of Use, the Customer acknowledges and accepts that (i) even in derogation from Article 1495 of the Italian Civil Code, the Customer must report any faults and/or defects in the Device within and no later than 3 (three) days from delivery of the Device; (ii) the guarantee on Device shall be considered subject to the Customer having correctly and promptly installed all software updates on the Device, as communicated by Labware and/or the Supplier of the Device.
   4. In any case, the Customer shall forfeit all rights relating to the warranty of the Device, in addition to what is indicated in the Terms of Use if the Device:

4. RETURN OF THE DEVICE PROVIDED ON LOAN OR OPERATING LEASE

1. 1. It is understood that, if the Device granted to the Customer on a loan and/or operating lease basis, Labware shall be entitled to obtain from the Customer the return of the Device even before the expiry of the Contract term indicated in the Order, if the Customer has not used the Device for a period exceeding 60 (sixty) days, even if not consecutive, during the term of the Contract. In this case, the Customer must return the Device to Labware no later than 5 (five) days after the specific request for return of the Device by Labware, at the Customer's expense and responsibility, by sending it to Labware's registered office. The return of the Device to Labware will extinguish the Customer's obligation to return the Device towards the Supplier of the
   2. In cases other than those indicated in paragraph 18.1 above, the Customer must return the goods in accordance with the methods and terms indicated in paragraph 10.5 above.