Genernal conditions
1. Introduction
These General Terms and Conditions of Sale and Use (hereinafter CGVUs) regulate the sale of goods and services to third parties through Solver Group's commercial facilities and/or through the website www.solver.store (hereinafter “Site”).
These CGVUs form an integral part of any contractual agreement between the parties; they may not be waived except by specific and timely agreement to be entered into in writing, prior to the sale, through the Contract Documents. Acceptance of these Conditions of Sale is tacit in the case of online purchase.
Depending on the nature of the goods and services purchased, other more specific General Conditions of Sale and Use may apply to the sale made on the Site www.solver.store in addition to this document. The Customer hereby agrees that these documents also constitute Contract Documents as set forth herein.
These Conditions of Sale are drafted in Italian, French, German and English and they are always available at www.solver.store. The language version of this document corresponding to the language used for the conclusion of the online purchase procedure and evidenced by the text of the Product Sheet shown in the purchase order shall apply to each purchase. Solver reserves the right to modify these Terms of Sale at any time by undertaking to publish any new version online. The new version will be valid from the time of publication for any contract concluded after that time.
2. Terms and Definitions
Customer: is the natural or legal person indicated in the Contract Documents intercurrent with Solver or the one indicated in the corresponding fields of the registration data of the Site (if not provided, what relates to it below shall be deemed applicable to the User) holder of the rights and duties in the context of buying and selling on the Site including the payment of invoices related to the concluded orders;
User: is the natural person indicated in the corresponding fields of the registration data of the Site and coincides with the person entitled to operate on the Site on behalf of the Customer; in general any person having de facto access to the services of the Site is considered as User;
Solver Group or Solver: companies incorporated or constituted under private law, the capital stock of which is in majority form held by the company under Swiss law Solver Enterprise Solutions SàRL including said company, its branches and permanent establishments; in this document “Solver” means one of these companies;
Technical Partner: a company, other entity or freelancer, endowed with full and complete autonomy, having a business relationship with Solver such that it is authorized to provide the services sold by it; in this case, Solver ensures full and complete compliance with these CGVUs, which therefore remain binding and valid for both the Client and the Technical Partners;
Contract Documents: these are in order of priority.
1) the contract or Service Levell Agreement entered into between the Parties making reference to Items offered on the Site or Solver's offer countersigned by the customer if any
2) the description of the product or service (Item) subject to the conclusion of the online purchase procedure
3) these Terms of Sale and any additional Terms of Sale and Use specific to certain Items proposed on the Site;
Article: description of the characteristics of the good or service for sale available on the Site and/or attached to the Contract Documents including any exclusions, quantities and expected timing;
Deliverable: a document, whether in paper or electronic form, which is the result of a study, analysis, evaluation, audit, etc., or which meets certain requirements, specifications or regulations, expressed in such form and content that it can be issued to the Customer in return for payment by the latter;
Bonuses: discounts, additional services or special promotions with respect to the supply of items, possibly differentiated in levels (“silver service pack”, “gold service pack”, “platinum service pack”), made available to Customers who have accrued the conditions to be able to take advantage of them. These services may vary over time; Solver provides details of additional services upon request and at the time they have accrued;
Service Specification or Service Level Agreement: document (hereinafter “SLA”) having the character of a formal and binding offer that can be submitted to the Customer for signature of acceptance;
Consultant (or Advisor): Human Resource contractually linked to Solver and/or a company that provides all or part of the services purchased by the Customer described in the Article.
3. Ownership and responsibility for purchases
Goods and services may be purchased under the conditions that follow and in particular subject to full and unconditional acceptance of these GTCUs by the User and the Customer through an intermediary; for this purpose, the User declares to have read and accepted without reservation all the terms herein.
The purchase of Items for sale online (whether Products, Deliverables, Software or Services) is possible for registered Customers only through the pages of the Site. The purchase is made by the User for himself/herself or in the name and on behalf of the Customer or directly by an authorized person by signing the same on the Contract Documents.
The act of sale and billing is done according to the laws in force in the country of the Solver Group company and in accordance with applicable international laws. It is the responsibility of the Customer, however, to comply in its own country with any national regulations of any kind, including in particular, but not exclusively, the tax regulations applicable thereto, taking into account the type of transaction.
The Customer shall own any Bonuses that may have accrued as a result of the purchase.
4. Types of purchase
The following types of items are considered:
- Deliverables
- Software
- Services
- Products
4.1 Purchase of Deliverable
The Deliverable is delivered in electronic form unless otherwise agreed; if together with the Deliverable the “customization” has also been purchased, this will take place on the basis of the indications that the Customer will provide, on the truthfulness of which Solver disclaims any responsibility. Solver ensures the shipment of the personalized item within 10 working days from the definition of the contents of the personalization.
If the Customer requests the paper form (if applicable), shipping costs calculated as a flat rate of CHF 20.00 (twenty/00) per Article will be charged.
4.2 Purchase of Software.
Software is defined as:
- a program to be installed on a computer and used in accordance with the instructions provided with the Product or
- access to the use of a software via web or mobile devices.
The prices quoted include the provision of No. 1 (one) copy of the chosen software program by means of CD or a license for use via the web.
The Item describes the type of installation (“on premises” or via web) available for the software.
Solver disclaims any liability for failure or malfunction and acknowledges the possibility of product return up to 10 business days after delivery.
4.3 Purchase of Services.
The services offered are essentially:
- Specialist consulting, including at the Customer's site
- Audits
- Training
- Direct assumption of a corporate role (“Outsourcing”)
- Remote consulting
This list, however, cannot be considered exhaustive.
The types of services can be purchased with prices expressed either “lump sum,” for which the amount is fixed, or “per unit,” the amount of which is given by multiplying the unit price by the number of days/hours chosen. With regard to “Packages,” these are specific “packages” generally consisting of a set of services and products, aimed at optimizing performance and functional to specific needs.
In any case, the price is understood to be agreed upon for the provision of the days or hours indicated in the Contract Documents.
The price indicated corresponds to services performed during a given period by personnel at Solver's premises (“remote”) and/or at Customer's premises (“in-person”), in accordance with the provisions of the Article, or at another location agreed upon through SLA. Where indicated in the Article, the personnel who will provide the service will have the qualifications and/or experience indicated in the same Article or in the Contract Documents.
The price is in many cases diversified depending on the Customer's location at which it is to be provided; in these cases the Article presents the different options and the Customer is responsible for choosing that sales combination. Solver reserves the right not to accept the order if the choice made by the Customer does not correspond to what the Customer actually requires.
Business hours are understood to be between 09:00 and 17:00 on a weekday, Monday through Friday. The working day (price per day) is to be understood as consisting of seven hours in the interval between 09.00 a.m. and 5.00 p.m. and must include a lunch break of not less than one hour between 12.00 noon and 2.00 p.m.
In Hourly Priced Items, the service shall be provided within the same hours as above.
However, the parties may at any time formalize other arrangements.
Where activities are performed at the Client's premises or at a location other than Solver's offices, the cost of any travel is normally included in the sale price of the Item; where not reported, the cost is billed in addition to the sale price and is calculated as follows:
1) travel expenses are billed at the rate of 0.80 CHF/km or 0.80 €/km (including any other expenses e.g. any freeway tolls) multiplied by the distance between the place of delivery of the activity and the nearest Solver office (or the Consultant's office if more convenient for the Company); this distance is calculated using the Google Maps application or similar. Solver agrees to notify Client prior to contracting in the event of expense reimbursements significantly greater than informally budgeted or commonly assumed.
2) Overnight expenses, if any, shall be accounted for only if the agreements provide for several consecutive days at the Client's location and the distance mentioned above does not make it convenient or feasible with respect to the Consultant's safety to return; in this case, costs will be billed on a per-cost basis (minimum three-star hotel and meal up to max CHF 40 or €40/each).
However, for everything in this Section 4.3, the parties may agree in the SLA to different arrangements.
4.4 Purchase of Products.
The physical products sold are generally attributable to equipment, measuring instruments, educational tools, etc., which are functional to the services offered.
The description in the Article details the particular characteristics and conditions of sale of such products, generally sold through Technical Partners.
5. Purchase procedure
With the conclusion of the online purchase procedure or the formalization of another Contract Document, the Customer concludes a contract with Solver for the supply of the goods and services specified in the Article. The conclusion of the online purchase procedure implies consent under the law to receive the subsequent communications from Solver described below, which are aimed exclusively at the execution of the contract.
In principle, all communication with the Customer takes place in the language used during the purchase procedure.
The User receives by email a receipt of the order transmitted by him with a summary of the goods and their prices, billing information and any other information required by the applicable legal regulations including the conditions of withdrawal. In the absence of other Contract Documents, such communication constitutes a contract of sale.
The Items and what is related to them are sold with the transfer of the rights of use exclusively within the purchasing company (Customer). Duplication, even partial, assignment to third parties and any use not explicitly provided for in these Conditions of Sale is prohibited. As far as software is concerned, the license conditions of use and related constraints are stated in each software and must be accepted by the Customer during installation. Each product is covered by a 1-year warranty with respect to operation (to the extent applicable and except for services); the right to return the product, in its undamaged condition, must be exercised within 10 business days of receipt. For all products for sale, unless otherwise specified, versions are understood to be current to the latest revision.
The fact of completing the online purchase corresponds to the full and total acceptance of what is stated in these CGVUs, which are always accessible to registered Customers. The Customer's signature on the Contract Documents similarly constitutes full and complete acceptance of what is stated in these GTU.
Following the placing of the order online or the signing of other Contract Documents, the Customer is obliged to pay the amount of the order in accordance with what is established in the Contract Documents themselves and in particular in compliance with the due dates.
For accounting and administrative reasons, formalization of the order through the platform www.solver.store is always required; special conditions, detailed information or reference to the Contract Documents may be described during the purchase procedure. If the Customer does not use the platform, Solver reserves the right to proceed itself to formalize the order on behalf of the Customer, giving evidence of this fact.
In general, Solver reserves the right to refuse acceptance of any order for any reason within 5 working days of purchase; Solver may propose alternative solutions to the Customer (e.g., postpone the provision of the service) but is not obliged to do so. In such cases the order will be cancelled and nothing will be due to Solver.
6. Billing
With respect to Deliverables, Software and Products, upon completion of the purchase process by Customer, Solver will issue a regular invoice in accordance with the regulations of Customer's country to the address indicated in the registration data on the Site or on the Contract Documents. If no Solver Group company is active in the Customer's country of residence, the invoice will be issued by the Swiss Solver Group company unless otherwise agreed.
Depending on the agreements between Solver and the Technical Partner, it is possible that some Items may be invoiced directly by the Technical Partner. In such cases, the Item clearly describes that it is sold by the Technical Partner to the Customer via the www.solver.store platform, and the User can take cognizance of this from, among other things, the fact that the logo of the Technical Partner is displayed.
The ordered Item will be sent promptly in accordance with the Contract Documents. Solver will not be liable in any case for delay or failure to deliver.
With regard to the performance of Services, billing of the Item may be provided in different ways (e.g., by tranches or subsequent to service delivery); in these cases it is done in accordance with the Contract Documents.
In general, different billing arrangements may be agreed upon in the Contract Documents.
7. Assignment of Credit.
Solver reserves the right to assign its credit to its own subsidiaries or to the Technical Partner that performs the service at the Customer's premises, keeping the contractual obligations between the Parties unchanged; in this case, billing will be carried out directly by the Technical Partner in accordance with current regulations, in particular tax regulations.
8. Terms of Payment
Payment for the Article shall be made according to the terms described in the Article itself. Unless explicitly stated, payments must be made within 30 days from the date of purchase (conclusion of the online purchase procedure). Different payment terms may be agreed upon in the Contract Documents.
Regarding Software, Deliverables and Products, delivery (or web access) is subject to prior payment of the full amounts of the purchased Items.
In the event of non-payment or late payment for any reason, interest will be charged in advance at the rate of five percent (5%) per annum; Solver reserves the right to cancel any Bonuses or additional services or special conditions in place at the time of purchase.
Solver also reserves the right to take further action, within the limits of what is provided for by the regulations in force, including the right to suspend work in the event of non-payment (including with respect to previous or different Items than those not paid for), without thereby assuming any responsibility.
If the Company communicates that it is withdrawing from the contract entered into, it shall pay Solver within 30 days any contractual amount, including all expenses, due up to the contractual due date.
The prices of items with SW code... are to be understood as annual fees and are tacitly renewed each year; it is possible to withdraw from the contract after 12 months; termination must be received in writing at least three months before the expiration date. Solver agrees to inform customers of any price change greater than 5 percent at least three months before the subscription expires.
In general, different payment methods can be agreed upon in the Contract Documents.