Contractual terms
Terms and conditions
General Conditions of Sale, Software Licence Agreement and Support Agreement of Morpheos S.r.l., supplemented by the particular conditions relating to the Virtual Box function.
Informal translation. This English version is provided for information only. In the event of any discrepancy, the Italian version prevails and is the sole legally binding text. Read the Italian version.
01Preamble and structure of the document
This document sets out the contractual conditions applicable to the supply of the products and services under the HiPadel brand by Morpheos S.r.l. (hereinafter "Morpheos"), with registered office at Via Madonna delle Lacrime 12/B, 95037 San Giovanni La Punta (CT), Italy.
The document is divided into four sections, all of which form an integral and substantial part of the contract:
- Section A — General Conditions of Sale, applicable to every supply of products and services;
- Section B — Software Licence Agreement, applicable to the software programs owned by Morpheos;
- Section C — Support Agreement, applicable where the support service is provided for in the Purchase Order;
- Section D — Virtual Box, applicable where the footage is captured with the Customer's mobile devices.
02Section A — General Conditions of Sale
A.1 Preamble
These General Conditions of Sale apply to and form an integral part of the contract entered into between Morpheos and the Customer following Morpheos's acceptance of the Purchase Order placed by the Customer, of which these general conditions form a necessary and integral part.
A.2 Subject matter of the contract
The following products and services may form the subject matter of these general conditions: design, development and manufacture of hardware devices; third-party packaged hardware and software; software produced by Morpheos under a temporary use licence; bespoke software development; Application Service Providing service; hosting service; websites; SEO and SMO optimisation services; installation, configuration, consultancy, technical support and training services.
A.3 Order
The Purchase Order is irrevocable and must be accompanied by the payment of a sum by way of a non-interest-bearing security deposit. The supply contract is deemed concluded and perfected only after the Order Confirmation has been sent to the Customer.
The sum paid by way of security deposit shall be retained by Morpheos as indemnity, with exemption from any burden of proving the damage, should the Order be revoked by the Customer. Should the Order not be accepted, or in the event of termination of the contract by Morpheos, the latter shall be bound solely to return the security deposit.
A.4 Choice of products and services
The products and services have been chosen by the Customer on the basis of the requirements indicated by the Customer; the Customer therefore remains entirely responsible for the correctness of the choice in relation to such requirements and declares that it is aware of their characteristics, accepting them "as is" at the date of signature.
A.5 Price
The price is the one indicated in the Offer, save for increases arising in the manufacturers' price lists before the issue of the Order Confirmation. In such case Morpheos shall give immediate notice thereof; within 7 days the Customer may request that an alternative solution of the same price and equivalent performance be identified and, failing that, withdraw from the contract.
The price of the programs licensed for use is determined by the parties on a lump-sum and aleatory basis, irrespective of the actual duration of the contract. The periodic subscription fees are fixed for the first contractual period and are subsequently adjusted to the ISTAT (Italian National Institute of Statistics) consumer price indices; at the expiry of each period Morpheos may propose a change to the subscription fee by written notice, which the Customer must accept in writing within 30 days. Failing that, Morpheos may suspend performance from the following period or not renew the contract. The periodic consideration is payable in advance.
The prices indicated exclude installation at the Customer's premises and training on the use of the products, unless otherwise expressly agreed.
A.6 Payments
All payments must be made at Morpheos's registered office in the manner indicated in the Order Confirmation and in the invoice, the transmission of the sums remaining at the Customer's risk. No rounding, deductions or discounts not agreed in advance are recognised, nor any set-off not authorised in writing.
Any breach in payments releases Morpheos from any delivery obligation and entitles it to collect the entire claim in advance pursuant to Article 1186 of the Italian Civil Code, without prejudice to the right to dissolve the contract. Under no circumstances may the Customer suspend the payments due, not even in the event of disputes, which must be brought in separate proceedings.
The programs are delivered with a temporary activation key, replaced with a definitive key, limited to the duration of the contract, upon payment in full of the consideration. A delay of more than 30 days in the payment of the periodic subscription fees entitles Morpheos to suspend performance or to terminate the contract. In the event of delay, default interest is due pursuant to Italian Legislative Decree 192/2012, in addition to the costs for dishonoured bills and for the recovery of the claim, including out of court.
A.7 Delivery
The place of delivery is Morpheos's registered office, unless otherwise agreed in writing. The delivery period runs from the Order Confirmation and is set at a maximum of 90 days, a period established in favour of Morpheos. In the event of failure to comply with the grace period, the Customer may withdraw by written notice and obtain the return of the security deposit within 7 days.
The products are deemed delivered at the time of handover to the first carrier or forwarding agent. The delivery dates are deemed extended in the event of events beyond Morpheos's control comparable to force majeure, or of conduct by the Customer delaying performance thereof. The Customer must collect the products within 7 days of the notice of availability; failing that, Morpheos may declare the contract terminated as of right and retain the security deposit by way of penalty.
A.8 Shipment
In the absence of instructions, Morpheos chooses the carrier without assuming any charges or liability for the shipment, which remains at the Customer's expense even if the costs are advanced by Morpheos. The Customer must inspect the goods upon delivery and, in the event of damage, shortages or losses, submit the appropriate written reservations to the carrier.
A.9 Conformity and modifications to the products
The data and technical characteristics are considered binding within the limits of what is specified in the Order Confirmation. Morpheos reserves the right to make such modifications to the supply as prove necessary or appropriate without altering the essential characteristics. Modifications proposed by the Customer become binding only upon prior written agreement on the resulting changes in price and conditions.
A.10 Non-conforming products
In the event of non-conformity with the Order Confirmation, the Customer may request return or replacement within 15 days of delivery, subject to written authorisation of the return, carriage-paid shipment and return of the products intact in their original packaging. The credit note is issued after receipt and inspection of the goods; any repair costs for damage attributable to the Customer are deducted from the credit.
A.11 Installation
Upon request, Morpheos shall carry out the installation through specialised personnel, against the consideration agreed in writing or, failing that, on the terms normally applied. The Client shall make available suitable premises, utilities, labour for internal transport and, for software products, hardware complying with the requirements and valid licences for the operating software.
Installation means the operations necessary to bring the products into working condition, verified by standard tests and diagnostic programs and documented in a Service Report. The Client declares that it is aware of the responsibilities incumbent upon it as to the compliance of the electrical system and of the separate earthing line with the regulations in force. In the event of failure to comply with the technical requirements, Morpheos shall be released from its obligation.
A.12 Services
Upon request, Morpheos shall provide training, operational support, consultancy, analysis, design and development services, against the consideration agreed. Travel expenses, mileage allowance, meals and accommodation shall be invoiced according to the rates in force. The duration indicated in the Order Confirmation refers to activities carried out from Monday to Friday from 8 a.m. to 6 p.m.; for different time bands the following surcharges shall apply:
| Time band | Weekdays | Days before public holidays | Public holidays |
|---|---|---|---|
| from 8 a.m. to 6 p.m. | 0% | 30% | 50% |
| from 6 p.m. to midnight | 30% | 50% | 60% |
| from midnight to 8 a.m. | 50% | 60% | 70% |
The recalculated duration of the service call and the travel cost shall be rounded up to the half hour, with a minimum of one hour invoiced for each.
A.13 Warranties
Products manufactured by third parties are sold with the warranties granted by the manufacturers, to whom the Client shall apply directly. Morpheos warrants that the hardware products, at the time of installation, are in proper working condition in accordance with the manufacturer's technical specifications, but does not warrant that operation will be uninterrupted or error-free. Where defects occur, Morpheos may, at its own option, repair or replace the defective products or components; the costs of the service call and of any rental of replacement equipment shall be borne by the Client. Defects must be reported within 8 days of discovery and the warranty may not exceed the one issued by the manufacturer.
Morpheos warrants the software of its own production for 90 days from delivery, supplying free of charge the corrections of any imperfections, anomalies or malfunctions found. The warranty is conditional upon the proper functioning of the computer and of the operating software and upon the Client's proper use of the system. Morpheos does not warrant that the software products are suitable to meet the Client's needs, that they will operate in the combinations chosen by the Client, that they are free from errors or that they have functions not provided for in the specifications and in the manuals.
A.14 Technical support
Upon request, Morpheos shall provide technical support on the basis of the contractual scheme chosen by the Client. Spare parts are supplied «subject to availability» at the prices and on the terms in force at the time of supply.
A.15 Exclusion of liability
The Client acknowledges that in no event may Morpheos be held liable for any damage, direct or indirect, special or consequential, which may be suffered by the Client or by third parties as a result of the installation of the products and in consequence of the use or non-use thereof, even where the damage is caused by a defect in manufacture, in the materials or by original defects. In any event Morpheos' liability may never exceed the value of the contract.
A.16 Sales agents and resellers
Sales agents, resellers and appointed persons in general have no power of representation. Any stipulation made by them binds them alone vis-à-vis the Client.
A.17 Transfer of ownership
Morpheos retains exclusive ownership of the supply until full payment of the price and of every tax, duty and levy; the risks are however assumed by the Client as from delivery. Failure to pay on the due date entitles Morpheos to unilateral withdrawal with immediate effect, to the right to regain possession of the entire supply and to seek legal redress with no obligation to pay compensation. Pursuant to Articles 1523 and 1524 of the Italian Civil Code, Morpheos may request that the agreements be formalised in a contract bearing a certified date and that it be registered.
A.18 Ownership and licence to use the software
Save as otherwise indicated in the Order Confirmation, packaged or operating software is supplied under a licence to use and title remains the exclusive property of the author or of its suppliers. The Client is prohibited from assigning or sub-licensing it to third parties or from allowing its use by third parties, including in ASP or hosting mode, whether free of charge or for consideration. The Client has no right to obtain the software in source form or to have the logical design documentation. The licence is temporary and coincides with the term indicated in the contract; use is permitted solely on the computers indicated. Any copying is prohibited, save for back-up and operational purposes, as is any modification of the software.
A.19 Industrial and intellectual property rights
Any technical document produced by Morpheos, including any software programs, remains the exclusive property of Morpheos and may not be used otherwise than within the scope of the supply. Any reproduction, transmission or disclosure to third parties infringes the property right. Material subject to third-party rights must be used by the Client in compliance with such rights, with an obligation to indemnify Morpheos.
A.20 Taxes and charges
Registration fees and any other tax charge relating to the relationship, due under laws in force or future laws, shall be borne by the Client.
A.21 Place of jurisdiction
For any and all disputes arising between the parties the Court of Catania shall have exclusive jurisdiction.
A.22 Protection of personal data
The data are collected for the fulfilments connected with the business activity and, in particular, for administrative, accounting and tax obligations; they are processed lawfully and fairly, ensuring confidentiality and security, and are stored in electronic and paper archives. They may be disclosed, in the cases provided for by law, to external parties entrusted with specific fulfilments, to banking institutions for the management of collections and payments and, in anonymous form, for statistical purposes. The data controller is Morpheos S.r.l. For details of the purposes, the legal bases and the rights of the data subject, reference is made to the Privacy Policy.
03Section B — Licence to Use Agreement
B.1 Definitions
Program means the standard programs in executable format or in SaaS or Web Services mode exclusively owned by Morpheos, identified in the Purchase Order and created to be sold, distributed or made available online to the public without distinction. The purchase of further software modules or services shall be included in a new Purchase Order, supplementing this contract and subject to the same licence terms.
B.2 Licence
Morpheos grants the Client the use of the Program for the entire term of the contract, on the terms set out herein, on the number of devices, computers, CPUs or users indicated in the Purchase Order. The source code and the logical documentation are never considered ancillary material of the Program and are neither supplied nor licensed. The Client may not reproduce, modify or customise, even in part, the user documentation.
B.3 Right of use
The Client is entitled to use the Program for the entire term indicated in the Purchase Order, in accordance with the intended use set out in the manuals or in the online documentation.
B.4 Prohibition of further uses
Any form of reproduction, translation, adaptation and transformation is prohibited. The Client is not authorised to circumvent or disable technological protection measures, to disassemble or decompile the software, to separate components for use on different devices, to publish or copy the Program, to let it on hire, lease or loan, nor to transfer or grant licences or rights relating to the Program. Any unauthorised use that interferes with others' use or allows access to the Program, data, accounts or network is prohibited, as is access through unauthorised third-party applications.
B.5 Ownership and protection of the related rights
Morpheos retains ownership and exclusive title to all rights, whether copyright or otherwise, in the Program, in the preparatory material, in the interfaces and in the user manuals, under Italian law, the treaties, the regulations and directives of the European Union and international conventions. The rights granted do not in any way entail a transfer of such rights. The Client undertakes, where requested, to provide assistance and cooperation, including in legal proceedings, for the protection of such rights against any third party.
B.6 Confidentiality
The Program is supplied on a confidential basis; the Customer is responsible for adopting all measures necessary to maintain its confidentiality and may not disclose it or make it available to third parties, save to its own employees and within the limits of the permitted use, without the prior written consent of Morpheos. It is prohibited to remove, delete, conceal or overlay trademarks, trade names and copyright notices.
B.7 Term
The contract has the term indicated in the Purchase Order. Morpheos may terminate it unilaterally in the cases provided for by art. B.12.
B.8 Price and payment
Price and payment are governed as described in artt. A.5 and A.6 of the General Conditions of Sale.
B.9 Warranties
The warranties on the Program are governed as described in art. A.13 of the General Conditions of Sale.
B.10 Disclaimer of liability
The Customer acknowledges that under no circumstances may Morpheos be held liable for any damage, direct or indirect, special or consequential arising from the installation, the use or the non-use of the Program, even where the damage is caused by original defects. In any event, liability may never exceed the value of the contract.
B.11 Transfer of the contract
The contract and the licence may not be assigned, sub-licensed or otherwise transferred to third parties without the prior written consent of Morpheos.
B.12 Termination by operation of law
In the event of breach by the Customer, even partial, Morpheos may serve written notice pursuant to art. 1454 of the Italian Civil Code to remedy the breach within the period indicated, or declare the contract terminated by operation of law pursuant to art. 1456 of the Italian Civil Code, without prejudice to the right to compensation. Within thirty days of notice of termination the Customer must return the copy of the Program or cease using it, destroy the activation key and the documentation, with no right to any consideration or refund. The prohibition on reproduction and the confidentiality clauses remain in force notwithstanding expiry or termination.
B.13 Surviving obligations
Exclusive ownership of the Program, in every version and type, remains vested in Morpheos irrespective of the expiry or termination of the contract and of the causes thereof. The obligation of return survives expiry or termination.
B.14 Disputes and closing clause
The Court of Catania shall have exclusive jurisdiction over any dispute. No amendment or addition shall be effective unless approved in writing by the parties.
04Section C — Support Contract
C.1 Definitions
System means the Program, the software or the hardware identified in the Purchase Order. Morpheos Technician means the support technician responsible for the provision of the service, an employee of Morpheos or another person authorised by it.
C.2 Subject matter of the contract
Morpheos provides a support service for the System identified in the Purchase Order, within the limits set out herein, against the fees due under artt. A.5 and A.6. The service covers exclusively the System kept in normal working order and updated to the most recent revision level provided for by Morpheos. The purchase of a new module necessarily entails the extension of the support contract and the consequent change in the amount.
C.3 Conditions of validity
The contract is neither binding nor operative if the Customer does not hold the licence of use for the System. Use of the System outside the project specifications renders the support contract inoperative. The contract may not be assigned to third parties, not even to affiliated companies or companies of the same group, without prior written authorisation.
C.4 Entry into force and term
The contract enters into force on the date of signature and runs until the expiry date indicated in the Purchase Order. Failing notice of cancellation by registered letter with return receipt at least 60 days before expiry, it is tacitly renewed for successive periods of twelve months.
C.5 Morpheos's services
Telephone support. Morpheos provides telephone support for the resolution of problems in the use of the Program, at the numbers indicated and in the manner provided for in the Purchase Order; under no circumstances is the staff obliged to call the Customer. The service is provided exclusively on the latest released version and does not include services other than the telephone answer, any obligation to provide written answers or to send documentation being excluded. Interventions concern exclusively operating errors and questions of interpretation regarding the functionalities and presuppose knowledge of the System. A new request on the same issue already addressed by an intervention is recorded and invoiced at the rates in force. Telephone support does not serve as a guide to use, nor does it cover consultancy on the organisation of the information system, failure to study the operating rules, negligence or lack of skill.
Update service. Morpheos distributes the new versions of the System, the corrections of imperfections, anomalies or malfunctions and the updates resulting from legislative and tax changes of which it has become aware, provided that they do not entail substantial modifications or the redevelopment of the System. The implementation of additional functionalities is determined at the sole discretion of Morpheos. Installation of the new versions is the Customer's responsibility; if carried out by Morpheos staff upon written request, it is invoiced at the rates in force.
C.6 Limitations on the services
The following are excluded from the contract: support of the System where it has been modified by the Customer; the repair of damage or defects arising from installation or maintenance carried out in abnormal conditions or with negligence, by the Customer, its staff or unauthorised persons; the repair of damage resulting from causes not attributable to errors of the System, such as by way of example electrical failures or fluctuations, inadequate cooling, lightning or natural disasters. In the event of unauthorised interventions by third parties, Morpheos may require the Customer, at its own expense, to restore the System to its original state.
C.7 Designated contact persons
Requests for support must be made exclusively by the persons designated by the Customer and accepted by Morpheos, no more than one for each functional and operating area, notified in writing. Requests coming from other persons are invoiced at the rates in force.
C.8 Customer's obligations
The Customer undertakes to request support exclusively for the System identified in the Purchase Order and, if not in possession of the latest version, to purchase the updated version thereof, adapting its own operating system if necessary. In order to receive the updates and make use of the support the Customer must also: install and verify all new versions within 30 days of notification; allow the designated contact persons to contact Morpheos and to access all the resources of the System; allow Morpheos access to the resources and to the related archives; carry out the tests indicated by the technical staff; provide a written description of the problems and the circumstances; provide whatever is necessary to investigate the phenomenon; install the hardware and the software indicated for remote support in call-back mode. Any failure by Morpheos to render its counter-performance as a result of the breach of these obligations does not constitute a breach.
C.9 On-site and hardware interventions
The contract does not provide for any form of on-site support nor for support on the hardware and the basic software. Interventions at the Customer's premises or on the hardware are carried out upon written request and invoiced at the rates in force. The on-site intervention is free of charge where Morpheos, at its sole discretion, finds that the problem is due to a malfunction of the System.
C.10 Termination
In the event of breach, the other party may request performance by registered letter; after 30 days have elapsed without remedy it may terminate the contract with immediate effect. Morpheos may also terminate with immediate effect in the event of: significant changes in the control or the management of the Customer; being placed in liquidation, bankruptcy or other insolvency proceedings; delay in payments beyond the terms of art. A.6; transfer of the Program to third parties in breach of the licence agreements; termination, for any reason, of the licence agreements in force.
C.11 Limitations of liability
Morpheos's obligations constitute obligations of means and not of result: Morpheos undertakes to provide the services using ordinary diligence, but under no circumstances does it guarantee a specific result. Save in the cases provided for by mandatory provisions of law, liability for damage of any nature is limited to one annual fee paid by the Customer. Under no circumstances is Morpheos liable for indirect damage, including loss of profits, data, time, information or other economic benefits, or stoppage and reduction of production due to malfunction of the System.
Morpheos is not liable for delay or non-performance due to unforeseeable circumstances or circumstances beyond its control, including wars, revolutions, insurrections, pandemics or other health emergencies, acts of public authorities, failures or delays in the means of transport, strikes and natural events. Under no circumstances is Morpheos liable for malfunctions due to: non-compliance with the licence conditions; negligence or carelessness in following the installation, operating or maintenance instructions; repairs or modifications carried out by unauthorised staff; acts of misuse by the Customer or by third parties, improper use or negligence, interruptions of the electricity supply, overvoltages, electrical discharges, atmospheric phenomena, floods, accidental fires, acts of third parties or any other event not arising from normal operating conditions.
C.12 General provisions and disputes
The rights and obligations may not be assigned to third parties without prior written consent, without prejudice to Morpheos's right to subcontract the performance of the services. The invalidity of one clause does not affect the validity of the others. Failure to exercise a right does not constitute a waiver. The contract and its annexes constitute the entire agreement between the parties and may be amended exclusively in writing. The Court of Catania shall have exclusive jurisdiction over any dispute.
05Section D — Virtual box and footage from the Customer's device
D.1 Definition and experimental nature of the feature
Virtual Box means the feature that allows footage to be captured using a smartphone or tablet available to the Client, in place of the HiBox and the cameras supplied by Morpheos. The feature is made available in a beta version: the Client declares that it is informed of this and that it accepts its experimental nature, with the reliability limitations that follow from it.
D.2 Device and conditions of use: sole responsibility of the Client
The Client expressly acknowledges and accepts that the device used to capture the footage is not supplied, configured, maintained, monitored or in any way controlled by Morpheos, and that the physical conditions in which the footage capture takes place fall outside Morpheos' sphere of control.
The Client therefore assumes sole responsibility, as its own obligation, for the following:
- technical suitability of the device, of its operating system and of the version of the application installed;
- state of efficiency and remaining charge of the battery, as well as availability of electrical power for the entire duration of the footage capture;
- operating temperature of the device and its protection from direct exposure to sunlight and from sources of heat;
- availability, stability and bandwidth of the data or Wi-Fi connection used;
- storage space available on the device;
- granting and maintaining of the permissions required by the application (camera, microphone, network, background execution);
- disabling of the functions that may interrupt the footage capture, such as battery saving, automatic screen lock, incoming calls, automatic updates and full-screen notifications;
- correct positioning, stability and integrity of the support on which the device is placed, as well as supervision against knocks, movement, theft and tampering.
D.3 Monitoring obligation on the Client
The Client expressly undertakes to monitor the operation of the device for the entire duration of the footage capture, periodically checking its status and intervening promptly in the event of an anomaly reported by the application or otherwise perceivable. The Client acknowledges that this monitoring obligation constitutes an essential condition for the use of the Virtual Box feature and that its breach excludes any liability of Morpheos for the outcome of the footage capture.
D.4 Exclusion of liability for malfunctions not attributable to Morpheos
Morpheos' obligations relating to the Virtual Box feature constitute obligations of means and not of result. Morpheos does not warrant in any way that the footage capture will be successful, that it will be completed in full or that the content produced will reach a given level of quality.
The Client acknowledges and accepts that Morpheos is not liable, in contract or in tort, for the failure to start, the interruption, the incompleteness, the loss or the qualitative degradation of the footage, nor for the direct or indirect damages resulting therefrom, where such events arise from circumstances not directly manageable by Morpheos, including, by way of example and not of limitation:
- overheating of the device or its shutdown for thermal protection;
- depletion of the battery or interruption of the power supply;
- loss, instability or insufficiency of the network connection;
- action by the operating system that suspends, limits or closes the application;
- calls, notifications or other applications that interrupt the footage capture;
- closure of the application or locking of the device by the user;
- movement, knocking, dropping, theft or tampering of the device or of the support;
- adverse environmental conditions, such as direct sunlight, rain, humidity, dust or extreme temperatures;
- exhaustion of the storage space;
- malfunctions, faults or defects of the device or of its operating system.
The Client shall indemnify and hold Morpheos harmless from any claim, action or request for compensation brought by its own members, customers, players or third parties in relation to failed or incomplete footage captured by means of the Virtual Box feature.
D.5 Protective measures adopted by Morpheos and sole remedy
Morpheos adopts, within the limits of the technology available, measures aimed at reducing the risk of negative outcomes: the system detects the battery status, the temperature and the charging condition of the device and, where the device is at risk of not sustaining the footage capture, it may stop the recording as a precaution. Such precautionary stopping does not constitute a breach by Morpheos.
Where the recording does not start, the event is cancelled and the credit used is refunded to the Client. The refund of the credit constitutes the sole and exclusive remedy available to the Client, who hereby waives any further claim for compensation connected with the outcome of the footage capture.
D.6 Limit of liability
Save in cases of wilful misconduct and gross negligence and save for mandatory provisions of law, Morpheos' aggregate liability for any claim howsoever connected with the use of the Virtual Box feature may not in any case exceed the value of the credits used for the single recording to which the claim relates.
D.7 Images, privacy and obligations towards third parties
Use of the Virtual Box feature does not change the privacy roles described in the Privacy Policy: the Client remains autonomous data controller of the processing of the images captured on its own premises and is required to inform the data subjects, to collect the image releases and to display the prescribed signage, as indicated on the Image release page. The Client is also responsible for ensuring that the device is positioned so as not to film areas outside the court.
D.8 Modification, suspension and discontinuation of the feature
As this is a beta-version feature, Morpheos reserves the right to modify its characteristics, to suspend it temporarily or to discontinue its supply at any time, giving notice to the Client, without this entailing any obligation to pay compensation. Any credits that cannot be used as a result of the discontinuation remain usable for the other recording methods available.
06Specific acceptance of onerous clauses
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, having read them in full and in detail, the Client declares that it expressly and specifically approves the following clauses:
- Section A — A.3 Order; A.5 Price; A.6 Payments; A.7 Delivery; A.9 Conformity and modifications to the products; A.10 Non-conforming products; A.11 Installation; A.12 Services; A.13 Warranties; A.15 Exclusion of liability; A.17 Transfer of ownership; A.21 Jurisdiction.
- Section B — B.2 Licence; B.3 Right of use; B.4 Prohibition of further uses; B.5 Ownership and protection of the related rights; B.6 Confidentiality; B.8 Price and payment; B.10 Exclusion of liability; B.14 Disputes.
- Section C — C.3 Conditions of validity; C.5 Morpheos' services; C.6 Limitations on the services; C.8 Client's obligations; C.9 On-site and hardware interventions; C.10 Termination; C.11 Limitations of liability; C.12 Disputes.
- Section D — D.2 Device and conditions of use: sole responsibility of the Client; D.3 Monitoring obligation on the Client; D.4 Exclusion of liability for malfunctions not attributable to Morpheos; D.5 Protective measures adopted by Morpheos and sole remedy; D.6 Limit of liability; D.8 Modification, suspension and discontinuation of the feature.
Last updated: 9 October 2026. Morpheos reserves the right to update these terms and conditions; the version in force is always published on this page and changes are notified to the Client in the manner provided for in the contract.