General conditions of provision of services

of Dr. Eugenio Vignali (the Professional) with office in via XX settembre 41, Borgosesia VC, CF VGNGNE63P22D548D, VAT number 04148720263 who declares that he carries out his activity as a professional governed by Law 14.01.2013 n° 4 and is insured for professional risk with Lloyds policy contract number A4000054097-LB.

1) Nature of services

The services offered include, among others:

a) consultancy in business plan drafting, market analysis, marketing strategies, organization, people management and generational handover planning;

b) consultancy in defining conflict management strategies in organizations of all kinds;

c) consultancy aimed at certification according to the protocol called Conflict-Positive Organization;

d) reconciliation of conflicts within organizations;

e) training aimed at improving interpersonal communication, developing conflict management skills in all areas, stress management skills in the workplace, and other topics based on customer needs;

f) support for personal growth in individual or group sessions and seminars;

g) individual and group coaching and conflict coaching;

h) negotiation assistance in civil and commercial matters.

All the services indicated above cannot in any way be considered as legal, tax or other type of consultancy services reserved by the law for regulated professions.

2) Activation of the assignment

The services are understood to be agreed between the parties with the client's written acceptance of the estimate issued by the Professional and start from the date of acceptance of the same or from the first payment date envisaged therein.

3) Obligations of the Professional By assuming the role, the Professional undertakes to provide his/her services using the diligence required by the nature of the activity carried out, by the laws in force and by the ethical standards applied by him.

In carrying out the assignment, the Professional may make use of collaborators or employees under his own direction and responsibility.

The Professional will maintain the utmost confidentiality by not disclosing facts or information of which he has become aware in relation to the performance of the assignment; nor can he make use of them, both in his own interest and in the interests of others, taking care and supervising that collaborators and employees also maintain the same confidentiality.

4) Obligations of the Client

The Client has the obligation to promptly send the Professional the documentation necessary to carry out the assignment. Therefore, the Professional declines all responsibility for failed or late execution of the mandate due to delay, carelessness or inaction on the part of the Client.

The Client must collaborate with the Professional with diligence and good faith for the purpose of carrying out the assignment and has the obligation to promptly inform the Professional in writing of any changed condition that is inherent to the assignment.

5) Responsibility of the Professional

The Client is aware that the obligation undertaken by the Professional is an obligation of means and not of result. Therefore, any compensation for damages, even non-contractual, deriving from errors, omissions, operational and/or contractual defaults or delays by the professional is allowed only within the maximum limit of the fee for the service already paid by the client to the professional.

The Professional cannot be held responsible in any way for any failure to achieve the objectives and/or the consequences deriving from any personal or work decisions taken by the people involved in the Professional's service or as a consequence of the Professional's intervention.

In no case can the Professional be held responsible for the case of delays, malfunctions or interruptions of the service that have been caused by unforeseeable events or force majeure, or in the case of default, fraud or abuse by the Customer or a third party.

6) Conservation of data and documents

The Professional, pursuant to art. 2235 of the civil code, keeps the documentation provided by the Client for the time strictly necessary to carry out the assignment.

The Client allows the Professional any additional temporary storage of material delivered by him for the purpose of the assignment for the time strictly necessary for any demonstration of the lawfulness and correctness of his work.

7) Confidentiality and intellectual property

The information that the Parties exchange during the execution of the Professional's assignment is to be considered confidential, not disclosed to third parties, unless expressly consented by the other party or by legal obligation. The Parties also undertake to implement any activity aimed at preventing the information from being acquired by third parties.

The Client acknowledges for himself and the participants in the courses that the intellectual property of the contents of the courses and the materials relating to them are the property of the Professional or of third parties. It is therefore forbidden to make copies of the material and disseminate the content of the courses without the prior written authorization of the holders of the intellectual property rights. The Customer also undertakes not to divulge information learned during the courses. This condition will survive the conclusion or termination of the contract of assignment to the Professional for the entire duration of his intellectual property rights on the contents and materials used.

8) Withdrawal

The Professional may withdraw from the contract for just cause. In this circumstance he is entitled to compensation for the work performed up to that date. Failure to fulfill the obligations referred to in point 4) constitutes just cause for withdrawal.

The Customer can withdraw from the contract, or interrupt the Professional's service, at any time, without any obligation to give reasons. In this case, the customer is not entitled to any discount or refund, not even partial, of the sums already paid to the Professional.

The right to withdraw from the contract must be exercised by the Parties in writing, by registered mail with acknowledgment of receipt.

9) Mediation Clause

The parties agree that any dispute that may arise in relation to the contract of appointment of the Professional, including those relating to its validity, interpretation, execution and termination, and the deeds that constitute its emanation, including any reason for damages, will be subject to the Procedure of Mediation by the Chamber of Arbitration of Milan, according to the relevant Mediation Regulations, before starting any judicial proceeding.

10) Applicable standard

For anything not expressly provided for by these general conditions for the provision of the Professional's services, explicit reference is made to the provisions of the Civil Code governing self-employment (art. 2229 and following), to the other regulations in force regarding unregulated professional activity, as well as local customs.

11) Special conditions applicable to the training service

The Professional must guarantee:

− carrying out the teaching on the dates and in the places agreed with the Client;

− the supply of any didactic material, on the basis of agreements that will be made during the organization of the course.

The Customer must guarantee:

- the presence of the participants on the scheduled dates and times.

Participants are required to behave respectfully towards all those present in the classroom, towards the location and the material in common use.

The registration of the course by the Client or by the participants is not permitted without the prior written authorization of the Professional.

12) Special conditions applicable to the coaching and conflict coaching service and the conciliation of internal conflicts in organisations

The Professional cannot be held responsible in any way for any failure to achieve the objectives and/or the consequences deriving from any personal or work decisions taken by the people involved in the coaching service, conflict coaching or in the attempt to reconcile conflicts as a result of intervention of the Professional.

The Professional in charge can declare his intervention concluded, if he deems the conditions for a fruitful continuation to be lacking, or one or more parties involved declare that they do not want to continue, or display behavior that prevents the continuation of the confrontation, or implement offensive behavior in against one of those present or the Professional. In this case, the Professional will give written notice to the Customer in compliance with the obligation of confidentiality of his assignment.

The Professional can declare his/her intervention concluded, if he deems the conditions for a profitable continuation to be lacking, or one or more parties involved in the service declare that they do not want to continue, or show behavior that prevents the serene and profitable continuation of the service. In this case, the Professional will give written notice to the Customer in compliance with the obligation of confidentiality of his assignment and will accrue the right to payment for the service already performed.