General conditions
General conditions of service Clarence S.r.l.

***This agreement consists of the translation of an Italian agreement and is thus entirely governed by Italian law. The Court of Florence shall have sole jurisdiction over any dispute that might arise between the Parties in regard to this agreement.***

  1. SERVICES AND CONCLUSION OF AGREEMENTS
    These General Conditions of Service ("GCS"), together with the additional terms and conditions contained in the Service Orders ("SO"), regulate the supply to customers ("Customer/s") of the services offered by Clarence S.r.l., registered office in Florence, Italy, Borgo Albizi 12 ("Clarence"). VAT Registration no. 12837230155. For only the Domain Name Registration Service, the Customer acknowledges that Clarence will execute the Service by means of Register.it, a company that entirely owns Clarence itsself.
    The agreements between Clarence and the Customer in regard to the individual Services are considered concluded at the time Clarence receives payment of the Consideration for the Services.
  2. TERM AND RIGHT OF WITHDRAWAL
    pursuant to Article 5, Legislative Decree 185/1999, these GCS have an indefinite term, unlike the agreements for the individual Services, whose term will be indicated in the relative SO.
    SPECIAL NOTICE FOR CONSUMERS: a Customer who is a natural person and requests the provision of a service for purposes not connected with his/her own professional activity ("Consumer") will have the right to withdraw freely from these GCS and/or an individual SO within ten business days after the conclusion of the relative agreement, pursuant to and in accordance with Article 5.1 Legislative Decree 185/1999. Withdrawal must be exercised in writing, by means of a registered letter mailed with return receipt to Clarence S.r.l., Borgo delgli albizi, Firenze. The notice may also be sent by fax or e-mail, provided that it is confirmed within 48 hours by registered mail with return receipt. Following withdrawal by the Customer in accordance with the foregoing conditions and within 30 days after the date of withdrawal, Clarence will credit the Customer for the amounts that he/she might have paid. The complete text of Legislative Decree 185/1999 can be consulted at http://www.parlamento.it/parlam/leggi/deleghe/99185dl.htm. The Customer takes note that the right of withdrawal envisaged at Article 5 of Legislative Decree 185/1999 cannot be exercised in connection with the service supply agreements whose performance started prior to the expiration of the aforementioned ten-day term or if the Customer is not a Consumer. By way of example, the Customer takes note that start of the procedure for registration of a domain name, such as the activation of electronic mail boxes, is equivalent to the "supply of service" envisaged in Article 5 Legislative Decree 185/1999. The Customer is always free to withdraw from an SO in conformity with the conditions indicated hereinabove. The Customer agrees that his/her withdrawal from these GCS will not be enforceable if a contractual relationship involving an SO is pending between the Customer and Clarence. Therefore, if the Customer wishes to withdraw from these GCS, he/she must first or simultaneously withdraw, when possible, from any SO that are pending at the time notice of the withdrawal is served.
  3. REQUEST FOR SERVICES ON BEHALF OF OTHERS
    If a request is made on behalf of others (end customers) by the Customer (or, for the purposes of this article, the, Reseller) of services offered by Clarence:
    a) the Reseller undertakes to approve and enforce compliance by its end customers of the obligations envisaged in these GCS as well as those envisaged in the SO relative to the requested service. For domain name registration requests, the Reseller undertakes to disclose and enforce compliance with the Registration rules and technical procedures as well. Furthermore, the Reseller undertakes to disclose to and enforce compliance by the end customer with the obligations envisaged in Article 7 of this agreement. Nevertheless, the Reseller remains exclusively liable vis-à-vis Clarence for the consequences envisaged in Article 7, with the Reseller bearing the burden of any recoupment from the end customer.
    b) The Reseller hereby undertakes and warrants that the end customers will enter into an appropriate agreement in relation to each Order. The Customer hereby represents and warrants that the Orders will not violate the rights of others and, in particular, in the case of a domain name registration request, that the requests will be for the Domain Names for which the registering end customer has expressly certified as being fully entitled to.
    c) The Reseller undertakes to update both its own data and those of its end customers, promptly notifying Clarence of any possible update.
    d) The Reseller undertakes to guarantee compliance with privacy laws, provide disclosure thereof to the assignee of the domain name, including the data to be communicated to the Authority.
    e) The Reseller undertakes to send to its own customer every service notice that Clarence decides to communicate. The Reseller shall be directly liable towards the end customer and to Clarence if it fails to send the information envisaged at this point. Only in the cases envisaged by the Registration Authority and expressly requested by the same may Clarence directly contact the end customers for the transmission of information; this information shall not be of a commercial nature.
    The Reseller warrants that the purchases made on behalf of others who are end customers or, regardless, all the activities performed by the Reseller on behalf of the end customers shall be performed solely and exclusively after the end customer has granted a mandate for purchase of the service. The Reseller shall be exclusively responsible, and in this sense promises to indemnify Clarence, for any consequence deriving from purchase of services and/or products of Clarence not authorized by the end customer.
    The Reseller assumes full responsibility for the Orders sent to Clarence and undertakes to indemnify and hold harmless Clarence, the other companies of the DADA Group, and the assistants of Clarence against any third-party claim regarding and in any way connected with performance of the Agreement and/or violation by the Reseller or Registrant of the obligations, representations, and warranties envisaged in this agreement.
  4. USER ID AND PASSWORD
    In the course of completing the Service registration procedures, the Customer undertakes to provide his/her personal data accurately and truthfully. The Customer also promises to inform Clarence promptly of any change in the personal data whenever they are communicated. If the Customer communicates inexact or incomplete data, Clarence reserves the right not to activate and/or suspend the service until the Customer rectifies these errors. Clarence reserves this right even in the case where the competent bodies (e.g. banks or credit card holders) contest the payments made by the Customer. Upon the first request for activation of a Service by the Customer, Clarence will assign him/her a User ID and Password. The Customer recognizes that these User ID's and Passwords constitute the system for validation of Customer access to the Services. The Parties recognize and agree that these User ID's and Passwords constitute the only adequate means for identifying the Customer when he/she accesses the Services. Therefore, the Customer agrees that all acts performed through use of the aforementioned User ID and Password shall be attributed to him/her and shall be binding on him/her. The Customer recognizes that he/she has sole and exclusive responsibility for the acts performed through use of his/her User ID and Password, and promises to keep them secret, safeguard them with due care and diligence, and not to provide them to others, even on a temporary basis. In any event, the Customer accepts that the information system and/or online system records compiled by Clarence and/or its suppliers, can be presented and used against him/her for all investigative purposes before any competent Authority pursuant to and in accordance with these GCS and that, in particular, the parties may establish appropriate civil evidence on this basis regarding the existence of relationships and/or acts that might be challenged.
  5. NATURE OF THE SERVICES - CONSIDERATION AND PAYMENTS
    The nature and type of Services provided by Clarence to the Customer are described in the individual SO that he will accept. The Consideration for the Services and the terms and conditions for payment of the Consideration are those established in the SO or in the accompanying offers. If not expressly indicated, all Consideration is to be considered as not inclusive of V.A.T. Payment of the consideration for the requested Service must be made by credit card, by filling out the payment form during the registration procedure. Following online payment, Clarence will send the appropriate payment invoice to the address indicated in the customer registration information.
    For automatically renewable services, the Customer takes note that in the event of renewal, the published list price in effect on the renewal date shall be charged. All taxes deriving from use of the Services by the Customer shall be paid exclusively by him/her. If payment is made late, Clarence will have the right to suspend provision of the Services, pursuant to and in accordance with Section 1460 Italian Civil Code, and the Customer, without having to be placed in default, shall be required to pay late interest at the legal interest rate plus 5 percentage points, without prejudice to the right of Clarence to indemnification for any greater damages. Clarence reserves the right, after serving notice in the form of announcements on the site www.Clarence, to send invoices in electronic format to the e-mail address provided at the time of purchase. Therefore, the Customer shall have exclusive responsibility for informing Clarence of any change in the e-mail address communicated.
  6. AMENDMENTS TO THE GCS AND/OR SO
    Clarence reserves the right to amend these GCS and the terms and conditions of the SO, with communication to the Customer at least 30 days in advance via e-mail. The Customer agrees that this notice can also be served through the General Notices to Users published on the site of Clarence. In the event of amendments that result in a significant reduction in the services provided, the Customer will have the right to withdraw from an SO or the GCS applicable at that time by sending the relative notice to Clarence in accordance with the same 30-day deadline envisaged in the preceding paragraph. If said deadline expires without response, the amendments shall be considered accepted by the Customer and fully binding on him/her.
  7. USE OF THE SERVICES AND CUSTOMER LIABILITY
    The Customer undertakes not to use the Services for illegal purposes, to respect the rules for use of the individual Services indicated in the SO, and not to violate any applicable national and international norms or regulations in any way. The Customer also undertakes to comply with the rules of Netiquette available at the address http://www.nic.it/NA/netiquette.txt.
    In particular, the Customer undertakes not to introduce and not to have others introduce content in violation of privacy, copyright and intellectual property rights, or pornographic, blasphemous, or offensive content, or content that can either harm or endanger the image of others or Clarence in any way. The Customer also promises not to commit acts of computer crime through his/her Internet access.
    The Customer warrants that he/she will not engage in spamming - i.e. the transmission via e-mail of unauthorized communications that are not requested and/or not solicited by the recipients. Clarence reminds the Customer that this practice is prohibited not only by Netiquette rules but also by D.Lgs 196/03 in protection of privacy. Clarence also emphasizes that it will consider the Customer liable even if the illegal spamming activity is carried out through e-mail addresses other than those acquired from Clarence and also indirectly involves a Clarence Service or directly involves the technical structure of Clarence (e.g. unauthorized promotion of an Internet site hosted at Clarence).
    Clarence reserves the right to suspend the Service immediately if, in its final opinion or upon report by others, it believes that the Customer engages in activities in violation of the obligations envisaged in this article. In this case, the Customer, either upon being informed by Clarence via e-mail or otherwise, must immediately eliminate the causes for complaint or furnish adequate documentation proving his/her full compliance with the applicable norms governing his/her activity. If it does not receive an immediate reply, Clarence will have the right to cancel the agreement immediately, without prejudice to its right to full payment of the consideration and right of Clarence to take action for full indemnification of the damages that it might have sustained.
    The Customer recognizes that he/she is solely and exclusively responsible for the activities performed through the Service or directly or indirectly attributable to him/her, even in the case where the Customer has signed an SO on behalf of others authorized by him/her to use the Service, and in particular that he/she is responsible for the content and communications that are entered, published, diffused, and transmitted on or through the Services. Therefore, Clarence cannot be considered liable in any way for criminal, civil, and administrative wrongdoing committed by the Customer through the Service. The Customer undertakes to indemnify and, in any event, hold Clarence harmless against any action, complaint, claim, cost, or expense, including reasonable legal fees, that it might sustain due to failure by the Customer to respect his/her assumed obligations and the warranties offered upon acceptance of these GCS or an SO and, regardless, connected with use of the Services by the Customer.
  8. COMMUNICATION BETWEEN THE PARTIES
    Except as expressly envisaged otherwise, the Parties agree to use electronic mail to send the notices that are required or to be served pursuant to these GCS and/or the individual SO.
  9. INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS
    Clarence remains the sole holder of property rights and rights to economic exploitation of inventions and programs (including software, documentation and written programs, studies, etc.) and whatever else was prepared, realized, or developed by means of the Services acquired through the individual SO by the Customer, who is granted only a limited, non-transferable user right thereof.
  10. LIMITATIONS OF LIABILITY OF CLARENCE
    Clarence undertakes to use the best technology that it is aware of and the best resources at its disposition to provide the Services covered by the individual SO. The Customer agrees that Clarence cannot in be held liable in any case for delays or malfunctions in provision of the Services depending on events falling outside of the reasonable control of Clarence, such as, for example: (i) events of force majeure; (ii) events depending on the acts of others, such as, for example, interruption or malfunction of the services of telecommunication operators and/or electric power lines or acts or omissions by the competent Registration Authorities; (iii) malfunction of the terminals or other systems of communication used by the Customer.
    If the Service is interrupted, Clarence undertakes to restore the Service as quickly as possible. The Customer also agrees that Clarence may not be held liable for acts or omissions committed by the Customer and in conflict with the obligations assumed by the latter pursuant to these GCS or an SO, just as it cannot be held liable for malfunctions deriving from defects in the means necessary for access, improper use thereof, and/or the procedures for access to the service by the Customer or others. Clarence cannot be held liable in any way vis-à-vis the Customer or others for loss of profit, lost earnings, or any other form of loss of anticipated profits or indirect and consequential damage connected with performance of these GCS or each individual SO.
  11. EXPRESS CANCELLATION CLAUSE
    Clarence may cancel these GCS and each SO, pursuant to and in accordance with Section 1456 Italian Civil Code if the Customer fails to comply with the provisions of Articles 4, 5, and 7 of these GCS, without prejudice to the right of Clarence to payment of the consideration accrued in its favor at the date of cancellation and indemnification of damages.
  12. GOVERNING LAW AND COURT OF JURISDICTION
    This Agreement is governed by the laws of the Republic of Italy. The Court of Florence shall have exclusive jurisdiction in any controversy involving or deriving from this Agreement or its performance. In the case of an agreement made with a Consumer, the Court where the Customer is domiciled or resident shall have jurisdiction.

Vexatious Clauses
Pursuant to and in accordance with Articles 1341 and 1342 Italian Civil Code, I certify that I have carefully read and specifically approve the following clauses of the GCS: (i) Art. 2, Term and Right of Withdrawal; (ii) Art. 3, Request for Services on Behalf of Others; (iii) Art. 6, Amendments to the GCS or SO; (iv) Art. 7, Use of the Services and Customer Liability; (v) Art. 10, Limitations of Liability of Register.it; (vi) Art. 11, Express Cancellation Clause; (vii) Art. 12, Governing Law and Court of Jurisdiction.