(version 1.0 – 01.07.22 - 16.07.23)

The present General Terms and Conditions (“GC”), collectively with any and all Insertion Order and/or Order Form(s) ("IO") shall constitute a binding agreement between the Tangoo S.r.l., with registered office in Milan, via Lentasio 9, 20122, VAT number 02143630685, in the person of its legal representative pro tempore (“Tangoo” or the “Company”) and the company indicated in the IO ("Client") (Client and with Tangoo, the "Parties"). The GC, the related IO, and any further annexes, as well as any amendment and/or annex and/or addendum that is added or may be added to supplement or amend this Agreement, shall hereinafter be referred to as the "Agreement".
In the event of any discrepancy or conflict between what is set forth in the GC and what is set forth in the IO or the other annexes, the following order of precedence shall apply: (1) IO; (2) GC; (3) the other annexes.

Given that:

a) Tangoo is a company specialized in digital marketing, with a specific focus in digital paid media, creativity, tech, analytics and data;
b) the Client has declared himself interested in the services offered by the Company, as better specified in the IO and any related attachment;

Considering the above, the Parties

agree and stipulate the following:

1. Object of the Agreement

1.1. With the Agreement, the Client assigns to the Company, which it accepts, the task of performing the services as defined and better described in the IO and the related attachments from time to time (the "Services"). It is in any case understood between the Parties that anything not expressly provided for in the IO, including but not limited to all services related and/or concerning to the Services, shall be deemed excluded from the Agreement and shall be subject to separate quotation as well as to a specific and different agreement to be governed by specific IO. 1.2. The CG shall apply to all IOs entered into between the Parties, without prejudice to Tangoo’s right to amend the CG. In this case, the new GC shall apply exclusively to the Services referred to in the IOs entered into subsequent to the communication of the new GC. 1.3. Each IO shall be agreed by Client and Tangoo and it will contain a detailed description of all Services to be provided from the latter. Any changes, cancellations or additions to the IO shall only be deemed valid if approved in writing by both Parties

2. Representations, warranties and obligations

2.1. For the entire duration of the Agreement, each Party represents and warrants that: a) it has and will have all necessary rights and authority to enter into, and to perform its obligations under, this Agreement; b) performance under this Agreement will not violate any applicable law or regulation nor any other agreement or terms of service to which it is a party or by which it is bound. Without limiting either Party’s obligations under this Agreement, each Party will maintain technical and organizational measures to ensure, appropriate to the nature of its personal data, security of such personal data, including, without limitation, protection against unauthorized or unlawful processing and against accidental loss, destruction or damage. 2.2. For the entire duration of the Agreement, the Company’s undertakes: a) to perform the Services with the highest professional standards and to allocate adequate resources to ensure the proper and timely execution of the Services; b) to perform the Services in compliance with the laws and regulations applicable to the provision of the Services and its obligations under this Agreement.

3. Duration, suspension and termination

3.1. The Agreement shall be effective as of the Effective Date indicated in the IO and shall continue until the expiration or termination of all IOs hereunder. 3.2. Either Party may terminate the Agreement or any IO by written notice to the other Party in the event that the other Party materially breaches the Agreement or an IO and such breach is not cured within thirty (30) days after receiving written notice of the breach from the non-breaching Party. 3.3. Tangoo may terminate the Agreement or any IO immediately upon written notice if it determines, in its sole discretion, that the Client's use of the Services poses a threat to the Services or to the security of other clients or third parties, or may subject Tangoo or its third-party providers to legal liability.

4. Prices and payments

4.1. The Client agrees to pay the fees specified in each IO. All fees are non-refundable. 4.2. Unless otherwise specified in the IO, fees are due within thirty (30) days of the invoice date. 4.3. If the Client fails to pay any fees when due, Tangoo may, without waiving any other rights or remedies, suspend the Services until such amounts are paid in full.

5. Confidentiality and data protection

5.1. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose such Confidential Information to any third party without the prior written consent of the other Party. 5.2. Each Party shall comply with all applicable data protection laws and regulations. 5.3. The Company may process personal data as a data processor on behalf of the Client as data controller in accordance with the terms of the Agreement.

6. Limitation of liability

6.1. Except for liability arising from gross negligence or willful misconduct, Tangoo shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly. 6.2. Tangoo’s total liability arising out of or in connection with the Agreement or any IO, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid or payable by the Client under the relevant IO. 6.3. The Client acknowledges that the limitations of liability in this section are an essential element of the bargain between the Parties, without which Tangoo would not have provided the Services.

7. General provisions

7.1. The Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 7.2. No amendment, modification, or waiver of any provision of the Agreement shall be effective unless it is in writing and signed by the Parties. 7.3. The Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings, or representations. 7.4. Any notice required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been given when delivered personally or by an internationally recognized courier service. 7.5. The Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the IO. 7.6. Any disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts specified in the IO.

End of the Agreement