1. Purpose and scope of application
These general terms govern access to, browsing of and use of the UESE website, as well as the proposal, negotiation, purchase and delivery of professional, advisory, training, technical-legal, organisational, digital and specialist services provided by UESE ITALIA S.p.A. to companies, professionals, public bodies, organisations, partners and, where applicable, consumers. They apply unless otherwise agreed in writing in a signed contract, framework agreement, purchase order, statement of work or supplemental agreement.
2. Service provider identity and legal framework
UESE ITALIA S.p.A. operates as a service provider under the laws applicable to information society services, business-to-business contracts and, where relevant, consumer relationships. These terms shall be interpreted in light of applicable Italian and European rules on electronic commerce, pre-contractual information, consumer protection, personal data protection and the law applicable to contractual obligations.
3. Informational nature of the website and contract formation
The website content serves an informational and institutional commercial purpose and does not, by itself, constitute a binding public offer unless expressly stated otherwise in writing. A contractual relationship is formed only upon written acceptance of an offer, execution of a contract, issuance of a purchase order confirmed by UESE, an email exchange capable of identifying the agreement, or the use of digital procedures that allow the scope of engagement to be reliably reconstructed.
4. Service structure and contractual documents
Services delivered by UESE may include strategic advisory, regulatory compliance, cybersecurity, audit readiness, training, documentation support, digital services, operational assistance, specialist support, certification support, registration support, authorisation support and any other services described in a specific proposal. In case of discrepancy, the following order of precedence applies: the signed contract, the accepted offer, any technical annexes or statement of work, and, lastly, these general terms.
5. Acceptance, orders and digital tools
Acceptance may also be made through email, dedicated portals, web forms, ticketing systems, digital workflows, signing platforms or other electronic tools adopted by UESE, provided that they are suitable to document the agreement. The customer acknowledges the evidentiary value of the communications and digital flows used in the relationship, to the extent permitted by applicable law and the rules governing electronic documents.
6. Scope, assumptions and change control
The agreed fee covers only those activities expressly included in the contractual scope. Unless otherwise stated, additional activities, extra review cycles, emergency work, extension to new sites or functions, adjustments due to changes in law, third-party costs, travel, sworn translations, additional testing and any activity not expressly priced remain excluded. Any change to scope, timelines, deliverables, responsibilities or prerequisites may be handled through a change request process or a new quotation.
7. Customer cooperation obligations
The customer shall promptly provide truthful, complete and up-to-date information, relevant documents, internal authorisations, access credentials, competent contacts, staff availability and any elements reasonably necessary to perform the service. The customer is responsible for the lawful availability of the data and content shared with UESE and warrants that it is entitled to use and disclose them for the purposes connected with the requested service.
8. Regulated services, certifications and dealings with authorities or third parties
Where the services concern certifications, qualifications, registrations, conformity assessments, audits, marks, authorisations, filings with authorities or interactions with third-party bodies, UESE provides professional support services and does not guarantee in advance the issuance of a certificate, the successful outcome of an audit, regulatory approval, registration in official lists, admission to a programme or the granting of favourable decisions. Such outcomes also depend on third-party assessments, the completeness of documentation, the customer’s substantive eligibility and the legal framework in force.
9. Fees, taxes and payment terms
Unless otherwise stated, all amounts are exclusive of VAT, taxes, duties, administrative fees, out-of-pocket expenses, travel costs, third-party fees and banking charges. Payment terms are those indicated in the proposal or invoice. In the event of late payment, UESE may suspend or reschedule activities, deliveries, access, support, completion statements or further services, without prejudice to any other remedy available under contract or law.
10. Delivery timing, milestones and dependencies
Any deadlines indicated are for planning purposes unless expressly defined as essential. Delivery timing depends on customer cooperation, document and data availability, access to environments and, where relevant, the availability of bodies, inspectors, certification entities, auditors, laboratories or authorities. Delays attributable to the customer or to third parties may result in rescheduling without liability for UESE.
11. Intellectual property, licences and usage rights
Unless otherwise agreed in writing, methodologies, frameworks, templates, documentary models, software, dashboards, training materials, processes, libraries, databases, editorial content and know-how used or developed by UESE remain the property of the Company or the relevant licensors. The customer receives a limited, internal, non-exclusive and non-transferable right of use for the purposes of the project. Reproduction, disclosure, sublicensing, resale, decompilation or reuse outside the agreed scope is prohibited without prior written authorisation.
12. Confidentiality, information security and data protection
Each party shall keep confidential the technical, commercial, organisational, contractual and documentary information acquired in the course of the relationship and shall use it only for purposes consistent with the engagement. Personal data processing is carried out in accordance with applicable law and the published privacy notices, with any processor appointment or privacy agreement being executed where required by the type of service. For privacy matters, please also refer to the Privacy Policy and, for cookies and similar tools, to the Cookie Policy.
13. Permitted use of the website and materials
The website, online forms, restricted areas, documents and UESE materials may not be used for unlawful, fraudulent, defamatory, security-threatening or bad-faith purposes, nor in violation of third-party rights or in a way that may compromise the integrity, availability or reputation of systems and services. UESE may implement reasonable technical and organisational measures to prevent abuse, unauthorised access or incompatible uses.
14. Warranties, exclusions and service limitations
UESE performs its activities with professional diligence, in accordance with industry good practice and the agreed scope. Except where mandatorily required by law or specifically agreed, no guarantee is given as to a particular outcome, absolute continuity, total absence of errors, universal suitability of deliverables for every customer purpose or automatic compliance for uses not shared with UESE. The customer retains final responsibility for managerial, organisational, legal, technical and business decisions taken on the basis of the deliverables received.
15. Limitation of liability
To the extent permitted by law, and except in cases of wilful misconduct or gross negligence, UESE shall be liable only for direct, immediate and foreseeable losses causally linked to a proven breach and in any event up to the amount actually received for the specific engagement from which the loss arose. Indirect losses, loss of profit, loss of opportunity, business interruption, data loss, reputational harm, sanctions imposed by third parties for causes not directly attributable to UESE, or costs incurred by the customer without prior authorisation are excluded to the extent permitted.
16. Suspension, termination and withdrawal
UESE may suspend performance or terminate the relationship, after notice where appropriate, in the event of non-payment, lack of cooperation, misuse of services, breach of confidentiality obligations, supervening impossibility, instructions contrary to law or regulation, or circumstances exposing the Company to unreasonable legal, reputational or security risk. Fees accrued for activities already performed and costs already committed remain due up to the effective date of suspension or termination.
17. Force majeure and external dependencies
UESE shall not be responsible for delays or failures resulting from events beyond its reasonable control, including infrastructure outages, blackouts, network failures, cyber incidents caused by third parties, strikes, natural events, epidemics, acts of authority, delays by third-party bodies, urgent legal changes, international sanctions or critical supplier unavailability. In such cases, performance periods shall be extended for a reasonable time.
18. Complaints, ADR, governing law and jurisdiction
Any complaint shall be notified without undue delay and with sufficient detail to allow technical and documentary review. Where the relationship falls within the scope of consumer law, the mandatory protections provided by the Italian Consumer Code remain unaffected, including, where applicable, rules on pre-contractual information, Italian-language consumer information and ADR mechanisms. Unless overriding mandatory rules provide otherwise, these terms are governed by Italian law; in cross-border situations, the applicable conflict-of-law rules remain unaffected. The competent court shall be the one indicated in the contract or, absent such clause, the court determined by applicable law.
19. Final provisions
If any clause is held invalid or ineffective, the remaining provisions shall remain valid and enforceable. Failure by UESE to exercise a right shall not constitute a waiver. These terms may be updated for legal, regulatory, organisational or business reasons; for services already contracted, the version referenced in the relevant contractual documents shall continue to apply unless otherwise agreed.