CGC/1 of 31 May 2021


1.1 The contractual parties stipulate and agree on the following definitions:
  1. "MMB": M.M.B. s.r.l. with registered office in Faenza at Via Granarolo 177/7, entered in the Ravenna company register under number 02619140391, tax code and VAT No 02619140391;
  2. "Products": the set of computer software products and related applications developed by MMB and licensed for use by its Customers (for example: WIL, Xamine, YAP Revisioni, YAP Smart, etc.);
  3. "Customer": the company granted the right to use and benefit from the Products in accordance with the contractual documentation;
  4. "Administrator User": the User appointed by the Customer who has the permissions and credentials required to use the products and represents the Customer in its dealings with MMB s.r.l.;
  5. "Contract form": a summary document incorporating all the general licence and contract conditions accepted by the Customer with the specific conditions applied to it and specifically accepted by it;
  6. "Service": activity performed by MMB (or authorised by it) to provide the Customer with support, maintenance and updating of the Software Products covered by the contract, including the set of useful applications that MMB may make available to the Customer as well as training and information for the Customer’s staff;
  7. "Application data": all data that may be included in the products and that characterise them, such as vehicle technical data, parts codes and price lists, wiring diagrams, procedures etc. In any case, Application data is deemed to be data already present in the individual product at the time of first access and not entered by Users;
  8. "Support Centre": the specific telephone support Department (helpdesk) identified within MMB’s organisation, which mainly provides the Service;
  9. "User licence": an agreement governing the terms and conditions of the licence for using the Product, in accordance with current legislation;
  10. "Product Technical Data Sheet" or "User Manual": description of the technical specifications of a Product, its constituent elements and the functions that characterise it;
  11. "GDPR": General Data Protection Regulation, Regulation EU/2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.


2.1 These General Terms and conditions govern the relationship between MMB and the Customer and supplement the terms set out in the User Licences for each Software Product received and accepted by the Customer.


3.1 MMB guarantees appropriate levels of professionalism in the provision of its Services by specialist staff.
3.2 MMB assigns the Customer specific access credentials to the web portal, which provides all information on the Products and online services provided by MMB.
3.3 The Customer and the staff of its organisation acting on its behalf – can contact the Support Centre to receive telephone support and, where considered necessary, remote support from MMB employees. The Support Centre is available every day from Monday to Friday, from 8.30 to 12.30 and from 14.30 to 18.30. The telephone number to call is 0546 63 77 11 (option 2). Further different dedicated telephone numbers may be set out in the User Manual for the specific Product, while the main number given here is used to access the support service for all Products. The Customer may also send an email to to receive clarification on the use of Products, suggest new developments or report any functional problems.
3.4 MMB undertakes to make any changes or additions necessary to bring the Products and their regulations into line with any new legal provisions which may be introduced during the period for which the contract between the Parties remains in force.
3.5 the Customer is entitled to obtain any updates issued by MMB for the Software Product throughout the period for which the contract remains in force.
3.6 MMB reserves the right to contact the Customer in the event of a fault in order to improve its Service, even if the Customer does not notice any errors or problems in using the Software Product.


4.1 I The Products and associated intellectual property rights (copyright) are and remain the exclusive property of MMB and/or suppliers whose programs it legitimately owns, uses and sub-licences. In the same way, MMB is the exclusive owner of all rights and industrial property rights to its trademark and distinctive marks, which the Customer may reproduce and use only within the limits and conditions expressly authorised by MMB.


5.1 The contractual relationship between MMB and the Customer begins on the date that the Customer accepts the Licence or, failing that, on the date that the Software Product is first used.
5.2 The duration of the Contract is 12 (twelve) months.
5.3 The Contract will be renewed by tacit agreement for a further 12 (twelve) months and so on from year to year, unless terminated by the Customer or MMB by registered letter with return receipt, fax or PEC, giving a notice period of at least 90 days from the expiry date.
5.4 If the Customer terminates the contract within the above period, the Contract shall still terminate at the end of its term without the Customer being able to make any financial or other claims against MMB.
5.5 In any event, each Party is granted the right (by agreement) to terminate the relationship within 30 days of its conclusion by giving written notice to the other Party.


6.1 The Parties agree that the total fee for the User Licence and the provision of the Services is that indicated in the Contract Form net of VAT and any other legal charges.
6.2 The fee for the first year that the User Licence and Contract remain in force is included in the Product purchase price.
6.3 MMB will issue an invoice for annual renewal of the contract during the month prior to renewal.
6.4 MMB will issue the invoices referred to in section 6.3 directly to the Customer, unless the Customer requests or otherwise authorises the direct issue of an invoice by its sales representative as indicated in the Contract Form.
6.5 On the occasion of the annual renewal, MMB, may increase the fee by an amount that does not exceed the increase in the cost of living for families of workers and employees as measured by the Italian Institute of statistics (ISTAT), subject to prior notice.
6.6 The fee may be subject to changes greater than those provided for in the preceding point due to changing regulatory, technological and/or commercial requirements, again subject to prior notice. In this case, the Customer may decide against renewing by the renewal date after receiving the above notice.


7.1 The use of the Product and/or provision of the Service may be suspended due to Product update needs, to update MMB’s internal infrastructure or due to third parties or force majeure without any liability on the part of MMB, which undertakes to minimise the technical suspension time in such cases.
7.2 MMB is entitled to stop the Service, without any liability and in any case giving prompt notice to the Customer, if there are reasonable grounds to believe that there may be problems of security and/or protection of privacy rights or in cases of force majeure or by order of an Authority.
7.3 Force majeure is defined as any unforeseen and unforeseeable or unavoidable event beyond the control of MMB, the occurrence of which is not due to actions or omissions attributable to MMB, and which is by itself such as to prevent the fulfilment of obligations arising out of the Contract.


8.1 MMB does not guarantee the completeness and adequacy of the Application Data (contained in an individual product), including those derived from any updates released after the initial installation. This being the case, it is the sole responsibility of the Customer to undertake due professional diligence in order to verify the accuracy of these data and the operations performed by the Software Product as well as their compliance with the applicable regulations.
8.2 Except as provided by the mandatory limits of the law, MMB is not liable for direct or indirect damages, including loss of profit suffered by the Customer or third parties, arising from the operation or non-operation and the use or non-use of the Products.
8.3 MMB does not guarantee the actual delivery of any newsletters that it may send to Customers. The effectiveness of the notification and/or mailing systems is dependent on the Customer having correctly configured the reception system. Failure to receive newsletters or notices of availability of new versions of the Product does not constitute a failure by MMB to provide the Service, as the Customer is responsible for keeping up to date with new versions available for the Product.
8.4 MMB does not guarantee provision of the Service in the event of Product malfunctions caused by misuse, negligence, carelessness or tampering, even if these are caused by third parties or force majeure affecting the Customers software/hardware resources. In these cases, it may be necessary to call out a technician appointed by MMB, the fee for which is not part of the Contract and will be negotiated between the Parties
8.5 MMB will not be liable for any Software interruptions or errors or malfunctions, even if these occur as a result of Service provision, except in cases of wilful misconduct or gross negligence.
8.6 In any event, any compensation for damages due by MMB to the Customer shall not exceed the equivalent of one Contract validity period for the disputed Product, with the exclusion of any further compensation.


9.1 the Customer cannot transfer all or part of the ownership of the contractual relationship regulated herein or the individual Software Product User Licence, even free of charge, without the prior written consent of MMB.
9.2 the Customer cannot make the Product accessible to or usable by third parties.
9.3 MMB shall remain free to analyse the IP addresses from which access and usage requests originate. If MMB detects unauthorised access and/or uses, it may decide to terminate any relationship with the Customer immediately, discontinuing licences and services in the Customer’s name and retaining the right to claim damages.


10.1 MMB reserves the right to legally terminate and/or suspend the Contract, pursuant to Article1456 of the Italian Civil Code, if the Customer is in one of the following situations:
  1. In breach of intellectual property right provisions;
  2. Late or non-payment of fees due;
  3. Failure to comply with any of the provisions of the Product Licence;
  4. Outstanding fines or debts owed to MMB or its sales representative relating to Products covered by the Contract;
  5. Declared bankrupt or applying for an arrangement with creditors or for receivership or other insolvency proceedings.
10.2 the Customer may not raise any dispute or objection with MMB s.r.l. in order to avoid or delay its obligations until it has fulfilled them in full, particularly the payment of fees due to MMB.


11.1 General reference on data processing and legal basis: by signing this Contract, the Customer confirms that it is familiar with the GDPR and gives its express consent to the processing of any personal data ("Data") that may be collected by MMB (Data Controller) for purposes necessary to perform the Contract, since the Customer is party to the contract. The Customer acknowledges that data requested by the Controller or disclosed to it and processed are adequate, relevant and restricted to what is necessary in relation to the purpose for which they are processed, taking as a legal basis the contractual relationship between MMB and the Customer. In particular, the Customer confirms that it has received and understood MIP_1-679-2016 and has informed any staff involved in the contractual relationship with MMB.
11.2 Collection of technical data and purpose: The Customer acknowledges and agrees that MMB will collect the following information through appropriately arranged web services, adopting a high standard of security: identification data of the machines (computers) on which the Products are installed. Identification data means the operating system in use and the framework versions installed, any antivirus programs, the MAC address of the Ethernet board, the licenses of Products installed, the use of additional services provided by MMB in the form of credits, such as PostCard. MMB will use this information to enable it to provide the best possible service to the customer as well as to monitor, in its own interests, compliance with contractual provisions, such as the agreed use of the user licence. This data may be processed using automated systems.
11.3 Consequences of exercising rights: If the Customer avails itself of its rights under Article 15(e) of the GDPR (right to object to, restrict, erase or rectify personal data) we cannot rule out the possibility that this request will make it impossible to continue to perform the contract. In this case, MMB, having duly informed the Customer, is deemed to be exempt from providing the Service without any claim for compensation from the Customer.


12.1 MMB reserves the right to amend/adjust/update these contractual conditions based on legislative/regulatory and/or technological developments, giving appropriate prior notice to the Customer by sending an email to its Administrator User and/or by registered letter and/or by PEC.
12.2 Upon receipt of this information, the Customer is granted a 90-day period in which to exercise the right of withdrawal hereby granted and acknowledged. If this does not take place, after the expiry of the 90-day period referred to in the previous section, the amendment/adjustment/update shall be deemed to have been approved and agreed to by the parties and shall become fully effective in their dealings.


13.1 Any tolerance by MMB of the Customer’s failure to comply with one or more of the contractual provisions does not imply acquiescence to or waiver of the relevant right.
13.2 If any provision of the Contract is invalidated or rendered unenforceable by a legal or judicial measure, the rest of the Contract shall remain in force.


14.1 In the event of a dispute between the Parties concerning the interpretation, application or performance of the contractual relationship regulated herein:
  1. Italian law will apply;
  2. The following shall be referred to and used as a regulatory source governing negotiation of the relationship: the User Licence, these general terms and conditions and the contract form.
14.2 Again in the event of any dispute between the Parties over the interpretation, application or performance of the contractual relationship governed by the negotiation sources described above, including any monitoring and/or precautionary measures, the Court of Ravenna or the Court of Milan shall have jurisdiction.