TERMS AND CONDITIONS OF SERVICE SALES

1. RESPONSIBLE FOR CONSULTING AND METHODS OF IMPLEMENTATION/EXECUTION

SEMPI designates Dr. Liana Gabriela Rotariu as the technical manager for the execution of the contract's subject matter.

The possible replacement of the technical consultant by SEMPI must be approved by the Client Party, while the replacement of the representative of the Client Party may occur upon simple designation by the Company/Client Party, with prior written notice.

With regard to the legal nature of the assignment conferred and the "intuitus personae" that inspires it, the object of the performance is considered NOT to be the result consequent to the assignment itself, but rather the agreed performance..

The accountant will adhere to both ordinary diligence and the respect for the rules established by the profession in the technical aspect, as well as the respect for the ethical principles set by the relevant professional board.

The accountant declares that he is insured against the risks of professional liability and in the execution of the assignment, he may rely, under his responsibility, on substitutes or assistants provided for by Article 2232 of the Civil Code.

If, during the execution of the assigned task, particularly complex problems arise that require the intervention of other specialized professionals (for example, a lawyer), the accountant will communicate this to the client, who will be free to choose whether to engage the suggested professional service or, alternatively, to turn to other professional figures who must always coordinate with the accountant designated by Sempi.

The accountant is not required to carry out checks or verifications on the authenticity of the statements, documents, and correspondence in general provided by the client, to identify any irregularities or fraudulent intentions. The client therefore declares from now on the authenticity and truthfulness, as well as the relevance of the correspondence and documents that will be provided, assuming full responsibility for them. The accountant may, from time to time and at their sole discretion, request written confirmation in this regard from the client and, in case of refusal, may resign from the assignment for just cause, pursuant to Article 2337 of the Civil Code. In accordance with anti-money laundering regulations, the accountant will identify each individual client as required by current regulations, reporting any suspicious transactions.

The client expressly authorizes the Accountant to engage, if deemed necessary and appropriate, a data processing company to manage the client's accounting and subsequently issue an invoice to the client.

3. OBLIGATIONS OF THE CLIENT

The client designates as its representative for any activity or issue related to the execution of the consultancy the …………….

It will be the specific obligation of the Company-Client Party to promptly provide and update its accounting and legal-financial data/reports to SEMPI, with particular reference to the data related to invoicing.

The client party agrees to comply with the directives issued by the Technical Manager of the consulting services.

3. TIMING AND DURATION OF THE CONSULTING EXECUTION

This agreement is valid for one (1) year and will be considered renewed from year to year unless one party notifies the other of its intention to withdraw by registered mail or certified email at least two (2) months before the expiration date.

4.COMPENSATION AND PAYMENT METHODS

The client party agrees to pay SEMPI, as compensation, for the execution of the services subject to this contract and fully described in Article 1, the monthly sum plus VAT to be paid by the 5th of each month and so for the entire duration of the contract. The aforementioned amount is to be understood as inclusive of any and all services included in the contract.

Reimbursement for any travel expenses incurred in the performance of this assignment will instead be recognized separately to SEMPI.

5.CONFIDENTIALITY

SEMPI, represented by the Technical Manager, during the term of the contract, is required to maintain the utmost confidentiality with respect to any person not involved in the consulting activities covered by this contract, regarding facts, information, and documents that it may have become aware of or that were communicated to it by the Client Party by virtue of this contract.

The client party is similarly required to maintain the utmost confidentiality with respect to any person not involved in the consulting activities covered by this contract, regarding facts, information, and documents that it may have become aware of or that were communicated to it by the same Technical Manager or by his collaborators, by virtue of this contract, and that do not constitute the subject matter of the contract itself.

6. USE, PUBLICATION OF RESULTS

The client party may freely use the reports and/or results derived from the activities covered by this contract, provided that, unless specific written agreements between the parties state otherwise, the use of the name SEMPI for advertising purposes is excluded.

SEMPI, through its Technical Manager, may freely and gratuitously use the said results, but only for its internal use. It may not publish them, in whole or in part, without the prior written authorization of the contracting party.

It is understood between the Parties that the aforementioned prior authorization cannot be unreasonably denied and will be closely linked to considerations regarding the protectability and exploitation of intellectual property and the industrial development of said results.

SEMPI does not guarantee the achievement of any economic and financial results by the contracting Company, as these will depend on the contracting Party's ability to implement the advice and tools provided by SEMPI.

7. PROCESSING OF PERSONAL DATA

SEMPI processes personal data received from the Client Party solely for the purposes related to the execution of this contract in compliance with the provisions of the GDPR - General Data Protection Regulation, No. 679/2016, Legislative Decree No. 196/2003, and other applicable state laws regarding data processing.

8. CONTROVERSY

For any dispute that may arise in relation to the execution of this contract, the court of Turin shall have jurisdiction.