Terms and Conditions Partner

Terms and Conditions Partner

Whereas Cityguru LTD (referred to below as “Cityguru” for brevity’s sake), is the database of advertising entries, that is informative entries of businesses, service suppliers and professional studies;

– Cityguru acts as a mere intermediary between the Partner and the buyer of the Cityguru Card, in respect of whom it does not assume any obligation or liability concerning the purchsed product or service, which was provided or executed in their favor by the Partner;

– Cityguru offers to its Partners a range of services aimed to promote the products or services of the former;

– the Partner will use the services offered by Cityguru in accordance with the terms and conditions that follow ;

– Cityguru will provide the Partners with its services under the same conditions as above.

In view of the above, the Parties acknoledge and agree the following:

1.Definitions
In this contract the terms listed below have the following meaning (also in plural form):
– “Promotional Campaign”: the period of time during which the proposal will be published on the Website and in the Cityguru Applications;
– “Citygurus”: the buyer of the Cityguru Card;
– “Cituguru Card” or “Card”: the card bought by Citygurus that legitimizes them to request and obtain the provision of a specific service of the Partner, in the places and in the manner outlined in the Proposal;
– “Service”: the product or service that the Partner agrees to provide Citygurus with;
– “Proposal”: a proposal of the service of the Partner , as published by Cityguru on its website and / or related Applications;
– “Services”: the total services offered by Cityguru through its Website and / or its Applications;
– “Website”: the Cityguru web site which is accessible via the address “www.cityguru.it”
– “Applications”: applications created for mobile phones, smartphones and any other electronic device.

Subject and Duration
2.1 In accordance with this Contract the Partner grants Cityguru a mandate to do the following activities: “Production and publishing, in the name of and on behalf of the Partner, of a Promotional Campaign on commercial Proposals of the Partner in favor of Citygurus as specified in the Terms of Agreement attached to this contract and approved by the Partner. ”
2.2 This contract will be valid from the date of its signature by the Partner and for the entire duration of the Promotional Campaign as specified in the above mentioned here attached Terms of Agreement.
2.3 The minimum duration of the Promotional Campaign is 12 months and it will automatically be prolonged for 12 months in 12 months if the cancellation request is not sent by registered letter with return receipt and is not received by Cityguru at the latest two months before the contract expiration date. The duration starts on the date of signature of this Contract.

Representation of the Partner
3.1 The mandate granted to Cityguru is with representation, in accordance with art. 1704 of the Italian Civil Code.
3.2 Cityguru will act with full power of representation of the Partner but will not assume any direct obligation towards Citygurus.
3.3 In accordance with this contract, the Partner grants Cityguru the power to publish in their name and on their behalf the Proposals of Services on the Website and in the Applications, as specified in the above mentioned Terms of Agreement attached to this contract.

Revocability of the mandate
4.1 The mandate granted by the Partner is irrevocable pursuant to art. 1723 paragraph 2 of the Italian Civil Code.
4.2 However the mandate may be terminated by mutual agreement between the parties, which must be recorded in a written document.
4.3 The Partner may terminate the mandate only where there are proper grounds. In case of termination of the mandate, the Partner will indemnify and hold Cityguru harmless from any costs incurred in view of carrying out of the mandate granted with this contract and from any third party claim arising from the interruption by Cityguru of activities aimed at carrying out of the mandate, and in general from any damages or losses arising from the termination of the mandate.

Annulment of the Promotional Campaign
The Promotional Campaign lasts 12 months and it will automatically be prolonged for 12 months in 12 months. The cancellation request must sent by registered letter with return receipt
to the address of Cityguru’s headquarters and must be received by Cityguru at the latest two months before the contract expiration date. The duration of the Promotional Campaign starts on the date of signature of this Contract.

Conditions of Use of Cityguru
The Partner declares to know and approve the contents of the Conditions of Use published on the Website, which govern the relationships between Cityguru and Citygurus, and is committed to provide Citygurus with their services in accordance with the Conditions of Use.
Presentation of the products or services of the Partner
7.1 The presentation of the products or services of the Partner on the Website and in the Applications and therefore the formulation of the Proposal will be made by the Cityguru on the basis of the information provided and signed by the Partner and in accordance with the Terms of Agreement attached to this contract, provided that the images that are to be published will be processed by the Cityguru according to the technical and dimensional standards of Cityguru, that the Partner declares to know and approve expressly.
7.2The products or services of the Partner will be put in evidence on the website and in the Cityguru Applications with the recall and the use of trademarks and logos of the Partner.
7.3 The Partner authorizes Cityguru, for the duration of this contract, to use of their brands, aimed at promoting their products or services.
7.4 The Partner declares to be the owner or a legitimate user of the brands associated to their products or services which are published on the Website and in the Applications, and guarantees in any case to be able to legitimately grant Cityguru a license for the use of such brands as specified in this Contract.
7.5 The Partner will indemnify and hold Cityguru harmless from any prejudicial consequence and/or complaint coming from or connected to the use of brands by Cityguru in the performance of this contract, including complaints relating to the possible association of the Partner’s brand with the brand of Cityguru.

Consideration Cityguru
The Partner will not pay Cityguru any consideration for the Services.

Obligation of Information and Fairness to Citygurus
In any event, the Partner will be responsible for the content and accuracy of the information that was requested to be published on the Website and in the Applications of Cityguru. By way of example, the Partner will be responsible for the correctness of the discount rate specified in the Promotional Campaign and the truthfulness of the price according to which this discount is calculated. The Citygurus in any case will be entitled to obtain the details and the documentation proving the correctness of the above information, as well as any other relevant information published in the Promotional Campaign, directly from the Partner.

  1. Obligations of the Partner – Responsibility and Liability
    1 Partner shall be exclusively responsible towards Citygurus for the conformity of the Service as advertised in each Proposal. The Partner guarantees the quality of services (and / or products) supplied to Citygurus and agrees to pay due diligence while providing those by using the appropriate material and professional means.
    10.2 The Partner acknowledges to be the exclusive subject of the obligations arising from the sale of products or services and therefore the exclusive recipient of any claims of Citygurus or of third parties concerning, without limitation: (a) the warranty for defects (art. 1490 et seq. of the Italian Civil Code); (B) the warranty of the conformity of goods (art. 128 et seq. of the Consumer Code, as amended); (C) product liability (Art. 114 et seq. of the Consumer Code, as amended); (D) the liability, contractual and tortious, arising from the provision of a product or service; (E) liability arising from any type of claim from Citygurus or third parties in connection with intellectual property rights.
    10.3 The Partner will indemnify and hold Cityguru harmless from any damages, expenses and in general fromany prejudicial consequence and/or complaint coming arising from claims or complaints of Citygurus or third parties regarding one of the aspects referred to in paragraph 10.2.
    10.4 The Partner declares not to limit the number of services to be supplied to Citygurus for the whole duration of the Promotional Campaign and also declares not to require Citygurus, in order to fulfil the contract to provide services, to book the desired service beforehand if it does not constitute the common practice of the Partner.
    10.5 In the event that the Partner is a health care professional, individual or collective, the Partner guarantees to Cityguru that the information provided for each Promotional Campaign is accurate, complete and satisfy the requirements for lawful health information prescribed in articles 55-57 of the Code of Medical Ethics (as amended and implementing regulations). In any case, the Partner will indemnify and hold Cityguru harmless from any dispute, claim and / or prejudicial consequences arising against Cityguru in connection with the offer of health services advertised in the Promotional Campaign, including the alleged breach of health information standards.
    10.6 The Partner shall expose the window sticker with the label of Cityguru.
    10.7 The Partner shall notify any change in management and/or sale of business and/or termination of business activity to Cityguru at least fifteen days before the actual date of change in management and/or sale of business and/or termination of business activity.Penalty clause
    11.1 If the Partner fails to provide Citygurus with the agreed Service, the former will be held, pursuant to and in accordance with Art. 1382 of the Italian Civil Code, to recompense Citygurus the amount of the non-provided discount, without prejudice, however, to the possibility of action to obtain the compensation for the damage to the image and reputation suffered by Cityguru which will be evaluated case by case.Confidentiality
    12.1 All the information that the Partner nevertheless becomes aware of in the execution of this contract and relating to, for example, organization, business or activity of Cityguru, as well as the information relating to this contract, shall be kept confidential and shall not be communicated or disclosed to third parties.
    12.2 .Despite the restrictions set out in this Article, neither Party shall have the obligation of confidentiality with respect to the information received from the other party, to the extent that such information or data: (a) is or will be publicly disclosed through no fault of the receiving Party; (B) is legally obtained from the third parties without the bond of secrecy; (C) proves to be previously known by those who do not have the bond of secrecy or those who have acquired it independently; (D) is subject to a disclosure request of a Public Authority.

Termination clause
Cityguru shall be entitled to terminate this contract in accordance with art. 1456. of the Italian Civil Code in case of the breach by the Partner of ‘art. 9. Obligation of Information and fairness to Citygurus, Art. 10. Obligations of the Partner – Product liability and warranty; Art.11 (Confidentiality).

Scope and changes to the Contract
14.1 The Terms of Agreement of each Promotional Campaign, the Premises and the documents referred to in this contract form an integral part of the present Contract.
14.2 This agreement may only be modified by written agreement between the Parties.

  1. Communications
    All the communications relating to this contract will be sent to the Partner to the address indicated in the Terms of Agreementand and to Cityguru to the registered office in Viale Corsica 83, 20133 Milano. The address for service will remain the only one valid until a notification with the indication of new addrress is received by registered mail with return receipt from the party concerned . Any communication must be sent to the address for service by registered mail with return receipt or an equivalent means proving the receipt of the letter.Governing Law and Jurisdiction
    1 This contract is governed under every respect by the Italian law.
    16.2 Any dispute concerning the interpretation, execution and termination of this contract will be of competence of the Court of Milan excluding any other court in the event of connection or continence of cause.

Personal Data Processing
The Partner declares to have received from Cityguru the personal data processing information pursuant to Art.13 of Lgs. Decree 196/03 and gives consent to the processing and the communication of personal data for the purposes specified in this contract, and for the fulfillment of the administrative and fiscal obligations borne by Cityguru. This consent may be revoked at any time by means of a written notice sent to Cityguru as the data controller in the ways and terms of art. 14) .
The Parties mutually agree that any personal data relating to Citygurus which is communicated to the Partner under this Contract, shall be used only for the purposes strictly related to the Promotional Campaigns; therefore, the Partner agrees not to use such data for any promotional purposes.

Pursuant to art. 1341 and 1342 of the Italian Civil Code the Partner specifically agrees to the following provisions:
– Point 2 of the Premises;
– art. 2.3 (“Duration of the Promotional Campaign”);
– art. 4.3 (“Withdrawal of the mandate”);
– art. 5 (“Annulment of the Promotional Campaign”);
– art. 6 (“Conditions of use of Cityguru”);
– art. 7.5 (“Indemnity for the use of brands of the Partner ”);
– art. 9 (“Responsibility for the accuracy of reporting obligations”);
– art. 10.1 (“Responsibility for the conformity of the Service of the Proposal”);
– art. 10.2 (“Responsibility for the execution of the Service towards Citygurus”);
– art. 10.3 (“Indemnity for the execution of the Service towards Cityguru”);
– art. 10.4 (“Executability of the Service for the whole duration of the Promotional Campaign”);
– art. 10.5 (“ Completeness and correctness of the provided data in case of the health service and indemnity for its execution”);
– art. 11 (“Penalty clause”);
– art. 13 (“Express termination clause”);
– art. 16.2 (“Competent court”).