Licence and service terms

1. Supplier

[Nome e Cognome], [indirizzo], Modena (Italy) — VAT IT04182770364 — email [email] — PEC [PEC] (the "Supplier").

These terms govern the relationship between the Supplier and the professional client (the "Client") for ScadaPort services. The Client's own general terms do not apply unless expressly accepted in writing.

2. Object of the service

The service consists of the automated and assisted conversion of SCADA/HMI project files from a source platform to a target platform, with delivery of the converted project, the conversion report, the equivalence report, the security report, the signed functional equivalence certificate and the shadow file for round-trip.

The preliminary project scan is free and non-binding: it produces an object inventory, coverage per category, the residual manual rework list and a fixed price for the conversion.

Unless expressly agreed in writing, the service does not include commissioning, field validation, training or on-site assistance at the Client's plant.

3. Intellectual property

The conversion engine, its algorithms, the report and certificate formats, the shadow format and every software component used remain the exclusive property of the Supplier. No licence to the engine is granted to the Client; the engine is not distributed.

The source project and the delivered converted project belong to the Client, who may use, modify and distribute them without restriction within its own business.

The Client may not decompile, reconstruct or replicate the engine from the delivered output, nor resell the service to third parties as its own without a written partnership agreement.

4. Client responsibilities

The Client warrants that it owns the rights to the project files it sends, or is authorised to send them.

The converted project is a verified technical starting point, not a commissioned plant: the Client must validate, test and commission the converted project on its own systems, under its own responsibility and in compliance with applicable safety regulations.

The Supplier works exclusively on offline project files. The tool never connects to live control systems, PLCs, plant networks or machines in production.

The Client shall report any discrepancy within 30 days of delivery so that the Supplier can correct the conversion.

5. Limitation of liability

The Supplier is liable only for the correct execution of the conversion as documented in the delivered reports.

Any liability for indirect or consequential damages is excluded, including plant downtime, production losses, loss of data, loss of profit, reputational harm or third-party claims.

In any case, the Supplier's total liability on any ground is capped at the amount actually paid by the Client for the service giving rise to the claim.

Nothing in these terms excludes or limits liability for wilful misconduct or gross negligence.

6. Confidentiality

All technical and commercial information exchanged is treated as confidential. A non-disclosure agreement is signed on the Client's request before any file is sent.

Source files and intermediate files are deleted after delivery, unless otherwise agreed in writing. Issued reports and certificates are retained by the Supplier solely for traceability and possible re-issue.

7. Prices, payment and invoicing

Prices published on the site are indicative and exclude VAT; the binding price is the one stated in the quote issued after the free scan.

Unless otherwise agreed, payment is due 30 days from invoice date by bank transfer. For quoted projects a 30% deposit may be required on order.

Invoices are issued electronically under Italian law. Late payment interest applies under Legislative Decree 231/2002.

8. Governing law and jurisdiction

The relationship is governed by Italian law.

The courts of [foro competente] have exclusive jurisdiction over any dispute.