Terms and Conditions

Please read these terms and conditions carefully. They contain very important information about your rights and obligations, as well as warranty and liability limitations that may apply to you.
By accepting delivery of the Product(s) purchased from Harpaceas srl and described on your invoice, you agree to be bound by and accept the terms and conditions set forth herein.
Any attempt to alter, supplement or amend this document or to enter an order for Product(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and Harpaceas srl. A binding contract will only be formed upon Harpaceas srl giving notice of its formal acceptance of an order. An acknowledgment of receipt of an order shall not constitute acceptance of an order.
These terms and conditions are effective from February 2010 on, and are subject to change without prior written notice at any time, in Harpaceas srl’s sole discretion.
We strongly recommend that you print a copy of these terms and conditions for your own records.

1) Definitions

Harpaceas srl Policies
All Harpaceas srl Policies, available Products and Services, and all encompassing agreements are provided at www.deepxcav.com.
Harpaceas srl ("Harpaceas srl") is a Società a Responsabilità Limitata company with registration number 09907290150. Its registered office is in Italy, 20143-Milan, Viale Giulio Richard 1, VAT Registration number 09907290150.
"Harpaceas srl", "we" or "us" and/or "our" means Harpaceas srl, the Product and/or Service vendor.

  • "You" or "yours" means a natural person or company who orders Products or Services from Harpaceas srl and who is acting for purposes outside of his/her business; Appendix B - 75
  • "Contract" is the contract containing these terms and conditions, formed by Harpaceas srl's acceptance of your order, and Paypal or bank transfer details;
  • "Products" are the products listed for sale on the DeepXcav srl website;
  • "Services" are any services available from Harpaceas srl made available from time to time through Harpaceas srl websites.
  • “International” refers to selling into any country.

1b) General – Application of and Changes to these Terms and Conditions

These terms and conditions apply to any order, purchase, receipt, delivery or use of any Products from us and no other terms and conditions shall apply. These terms and conditions do not affect your statutory rights, which cannot be waived or limited by contract. We reserve the right to amend these terms and conditions, including payment and warranty terms, without notice to you. We may provide notice of changes to these terms and conditions and other matters by displaying notices or hypertext links to notices or by simply making the changes on the website.
Frequent review of our website and these terms and conditions is recommended.
However, contracts concluded on the basis of previous terms and conditions remain unaffected.
An updated version of the terms and conditions will be available to you at all times on this website and it is your responsibility to review this periodically.

2) Payment Terms, Order, Delivery

a) Payment Terms
Payment may be made by:

  • Pay Pal;
  • Bank Transfer;
Payment must be made in full immediately upon Harpaceas srl’s acceptance of your order. We reserve the right to carry out our invoicing and payment collection through third parties.

b) Order Acknowledgment, Order Acceptance, Error Correction, Contract formation
We will in our sole discretion accept or reject orders, or advise you of our inability to process orders.
All orders placed by you through the website are subject to acceptance of your order by us.
We will send you an acknowledgement of receipt of an order by e-mail. Acknowledgement of receipt of an order may be generated automatically and shall not constitute an acceptance of that order. The website may automatically identify and/or alert you to certain types of input error before you place your order. However it may not identify all errors or omissions particularly information that may have been entered by you and you should ensure that the information you submit in your order is accurate and complete. Any Contract is dependant and conditional upon our verification of availability and acceptance of both your order and other payment details.
Until we confirm acceptance of all requested information, we have no obligation to provide any Products or Services.

c) Delivery
Products have to be download from www.deepxcav.com and activate with the activation code as instruction you will receive by an email sent from deepxcav.activation@harpaceas.it to the delivery address as specified in your order form.

d) Delivery Date
We aim to deliver accepted orders promptly. System orders will be shipped within five to seven (5 – 7) working days from the date payment is received by our billing department. In the event that the shipping time for System order will exceed these time frames, you will receive notification by email or a sales representative will be in contact with you to advise. Note also that you have the option to cancel your order at any stage prior to dispatch of the Products by us.
If Products cannot be delivered by any estimated or target dates given by us, we may elect to cancel the order and refund any money paid by you. If an order is cancelled, our only obligation shall be to refund to you any money paid by you.

3) Price and Promotions

a) Price and Taxes
The price of the Product shall be the current applicable price at the date and time of acceptance of your order.
This will be specified either on our website or at the Product purchase "checkout" screen. Any incorrect prices listed on our website shall be void and of no effect and also in respect to any orders placed for incorrectly priced Products.
The correct price as determined by us shall be notified to you on our acknowledgement of your order.
If you wish to continue with the order, we will substitute the correct price in place of the incorrect price.
The price listed on the website does not include shipping or handling costs, transport, insurance, or any other applicable duties, taxes, levies or charges, unless stated otherwise. VAT is only included if stated.
Details of shipping and handling costs, transport, insurance, VAT or any other applicable duties, taxes, levies or charges will be specified at the Product purchase "check out" stage .

b) Rebates and Promotions
All Rebates and Promotions advertised will be publicized by DeepXcav Website, Newsletter or DEM (Direct E-Mailing).

4) Limitation of Liability.
Harpaceas srl does not accept liability beyond the remedies set forth herein, including any liability for products not being available for use, for lost or corrupted data or software, or the provision of services and support. Harpaceas srl will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein. Harpaceas srl is not liable or responsible for any amount of damages above the aggregate dollar amount you paid for the purchase governed by this agreement.

5) Software Licences
All software is provided subject to the license agreement that is part of the Product you receive from us. It is licensed either by us or the relevant software owner to you, subject to the relevant software end-user license agreement or other terms included with the software and/or with the Product or Services. Software may not be disassembled, decompiled, reverse engineered, merged or combined with any other software, distributed in any form, copied, translated, adapted, varied or modified.

6) Our Products
We continually update and revise our Products and Service offerings. We may update, revise and/or discontinue Products and we may revise prices for Products listed as available items on our website at any time without prior notice to you. A price remains valid only for the duration of the day on which you visit the page of our website displaying that price. Product availability constantly changes and all orders are subject to availability of the relevant Products.
We reserve the right to prioritise orders and to allocate limited stock between orders as we see fit.
Although care is taken to ensure the accuracy of the information on our website, it could include inaccuracies or typographical errors, including pricing errors. We are not obliged to honour, nor will we be liable in respect of such errors. We and our third party suppliers may make improvements and/or changes in Products, Services, Prices and other details described on our website at any time.

7) Product Acceptance
It is your responsibility to examine the Products on delivery.

8) Purchaser Obligations.
As the purchaser, you are responsible for your own specifications, configurations, choice of products, and suitability thereof. Any and all telephone and postal charges in conjunction with the contacting of Harpaceas srl will be the sole responsibility of the purchaser. Every reasonable effort must be made to enable Harpaceas srl to perform any and all functions, including, but not limited to service and assistance. Failure to comply will negate Harpaceas srl’s obligation to complete any service. Prior to Service, you are required to remove all products not supplied by Harpaceas srl and to back up all data on the system.

All calls between the Customer and Harpaceas srl may be monitored and recorded for training and quality purposes.

9) Intellectual Property.
In the event of a claim where use of Products encroaches on third party Intellectual Property (IP), Harpaceas srl indemnifies the Customer from all liabilities, including costs.
If this should occur, Harpaceas srl may recall Products to exchange or modify or refund you, minus depreciation.
This indemnity does not extend to you for any third party products or software, unauthorized modification, or any claim resultant from the use of any item not supplied by Harpaceas srl with your Products.
You reciprocate this indemnity to Harpaceas srl for any IP owned by you that has been integrated into your Products.
You are required to fully cooperate in any legal or otherwise related proceedings when such is specific to your Products.
This will be done at Harpaceas srl’s expense except where IP owned by you is the alleged cause of infringement.
Harpaceas srl retains all rights and ownership of all IP in Products, and you are required to notify Harpaceas srl immediately of any unauthorized or infringing use of IP or Products within.

10) Not for Resale.
You agree that you are buying the Products for your personal non-commercial use and you shall not resell Product parts, components or accessories packaged with the Products. We reserve the right to reject orders placed by you if you breach this term or if we reasonably suspect that you have breached or will breach this term.

11) Governing Law and Jurisdiction
The sale of Products and/or Services and these terms and conditions shall be governed by and construed under the laws of Italy. For all disputes, you hereby submit to the exclusive jurisdiction of the Courts of Italy.

12) a) Data Protection and Privacy
By submitting your orders:

  • You consent to the processing of any personal information, such as your name and title, address, telephone number, contact details and other personal details ("Personal Data")
  • You acknowledge that the processing of your Personal Data is necessary for the performance of the Contract and you consent to such processing

    We may share, make available or transmit Personal Data to other Harpaceas srl affiliated companies. We will not disclose Personal Data to entities and persons, other than Harpaceas srl affiliated companies, (“Third Parties”) without your consent, except in the cases below:
  • Personal Data may be disclosed to Third Parties to enable the performance of contracts you are party to or for other purposes specified in these terms and conditions;
  • Personal Data may be disclosed to Third Parties to enable compliance with legal obligations to which we or other Harpaceas srl affiliated companies are subject;
  • Personal Data may be disclosed to Third Parties to enable them to provide services for or on behalf of, or at the direction of, us or other Harpaceas srl affiliated companies. In such cases, we take measures to ensure that the Third Parties comply with our privacy policy and other such recipients:
    1. Do not use Personal Data other than for the purposes permitted;
    2. Obtain and process Personal Data only on condition that Personal Data is secure from unauthorised use and that they adopt and comply with similarly stringent policies and terms on Personal Data protection and use, and
    3. Comply strictly with applicable laws.
You may request us to inform Third Parties to whom Personal Data has been communicated of corrections or deletions to that Personal Data. If we do not have control of that Personal Data, we will use its reasonable efforts to communicate your corrections and deletion requests. However, where Personal Data has been transferred to credit card payment and certain other agencies for payment processing, you may need to contact such agencies directly if you wish Personal Data transferred to those agencies to be rectified or deleted.
We exclude all responsibility for rectifying or deleting Personal Data that has been transferred (with your consent) to certain agencies such payment processing agencies that require and/or assume control of that data.

b) Use and Protection of your Customer Login Information
You are solely responsible for:
  • providing true, accurate, current and complete information about you as required in the Customer Login screen (“Customer Information”); and
  • maintaining and updating your Customer Information to maintain its accuracy, currency and completeness; and the security of any password created by you or allocated to you. We cannot be liable for any unauthorised use of passwords.

c) Use of Cookies
Please note that certain portions of our website may employ cookies (small pieces of data placed on your hard disk drive when you access a website or a certain part of a website) in order to learn more about your browsing habits on such websites and/or to personalise your visit to the website.
By accessing our websites, you agree to this use of cookies.

13) Miscellaneous Provisions

a) Force Majeure
We will not be held responsible nor will we hold any liability to you for any delay or failure to comply with our obligations under these terms and conditions if the delay or failure arises from any cause which is beyond our reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving our employees) or acts of local or central government or other competent regulatory authorities or events beyond the reasonable control of our suppliers.

b) Termination
Harpaceas srl may, at its sole discretion, and with immediate written notice, terminate this agreement if you

  • fail to pay the full amount in the time allotted; or
  • breach, or are suspected of breaching, export control laws.
Either party may terminate this agreement if the other party
  • violates this agreement, without remedy, within 30 days of written notice from the other; or becomes insolvent.

c) Notices and Communications
Each party (i.e. you or us) may send notices or communications to the other by personal delivery, e-mail, regular mail or fax. Notices or communications must be sent to the latest contact details specified by the receiving party.
Notices and communications will be considered received by the addressee (as applicable) if (1) by courier or other mode of personal delivery, on the date of personal delivery to such addressee’s address as last specified by that addressee before dispatch; or (2) by posting, 5 working days after the date of registered posting (by airmail, delivery receipt requested) to the addressee’s address last specified by the addressee before posting; or (3) by facsimile, contemporaneously with facsimile transmission to the facsimile number last specified by the addressee before transmission, with delivery being evidenced by an appropriate successful transmission contact report.
E-mail communications shall be considered received by the addressee on the earlier of (1) the earliest time at which the e-mail is accessible by the addressee; (2) receipt by the sender of a delivery receipt message indicating successful delivery to the intended addressee’s e-mail address, or (3) the expiry of 48 hours from the sending of the email; provided that if at any point the sender receives notification that the e-mail has not been successfully transmitted to an addressee then the e-mail shall not be deemed to have been received by that addressee.
Order cancellations by you via e-mail shall only be effective upon express acceptance thereof by us.
We may at our option accept orders and acknowledge, accept or effect other communications by telephone.
Telephone communications by us shall be as effective as written communications.

d) No waiver
No omission or delay on the part of any party to insist on strict performance of any terms and conditions, or in exercising any right, power or remedy under these terms and conditions, shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any right, power or remedy preclude the further or other exercise thereof or the exercise of any other right, power or remedy.
Without limitation, no waiver by any party of any breach of any provision of these terms and conditions shall be a waiver of any subsequent breach of that or any other term or condition.

DeepXcav Technical Support and Updating Maintenance Service

Subject
According to the instructions described below, HARPACEAS commits itself to furnish the holder of the license (in the following: “User”) Maintenance Service for DeepXcav against the payment of the negotiated amount dues.

DeepXcav Maintenance Service consists of:

Updated of the products: which will be provided to the User as part of the Service described in this contract, with all the limitations prescribed by the contract of License of Use stipulated earlier, which are supposed to be completely reported and accepted here.
Updates can contain improvements, extensions, amendments or other software modifications which, at its discretion, Harpaceas considers to constitute a logic evolution and expansion of the features of the products originally furnished to the User.
The User agrees that some product updates can require, with respect to the original User systems, additional components or equipments in order to exploit entirely the advantages offered by such updates.
Every expense, burden and responsibility, concerning these additional components and equipments, are completely charged to the User.

Technical support: organized by Harpaceas, which provides the user with a direct phone service of support in order to assist him during the application and the use of the software modules.
This direct phone service of support is supposed after an email to deepxcav.support@harpaceas.it and if our Technical Staff considers that needful.
However phone service of support is supposed to answer questions relative to the use and the application of DeepXcav, which require a normal period of time to be formulated, normally limited to the duration of the phone call itself.
Possible visits, required by the User in writing, to be performed both at the head office of Harpaceas and at the head office of the User, as well as every other possible service, will be charged to the User according to the fees in force for the consulting services of Harpaceas.

Duration and renewals: aifferent instructions excepted, this contract is valid for a first period of 12 months.
Initials and subsequent fees: against the service offered by Harpaceas by this contract, the User commits himself to return a support fee which will be initially the one reported in the order form.
Since 1st January of every year following the first one, the support fee will be updated according to the fees in force in Harpaceas price list and according to possible software integrations by additional modules.

Invoicing and dates of payment: the support fees will be invoiced every year in advance and the payment will have to made by Shop-on-line page of DeepXcav website or bank transfer 30 days since the date of Harpaceas invoice, end of the month, different instructions excepted.

Communications: every possible communication, believed to be necessary in the range of this contract, should be done in writing. The communications will be considered done and effective at the ordinance of a certified mail addressed to the other part to the address:

Harpaceas srl
Viale Giulio Richard 1
Italy, Milan, 20143