1. DEFINITIONS AND INTERPRETATION

In this Agreement the following words and expressions shall have the following meanings:

"Access Credentials" is defined in section 2.2;

"Agreement" means these terms and conditions and the applicable Order Form;

"Autone Content" means text, images, video, data and any other content or materials accessible through the Platform and provided by Autone, its Group Members or suppliers;

"Autone Data" is defined in section 4.6;

"Billing Start Date" is as set out in the Order Form; 

"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other or on its behalf (whether before or after the signing of this Agreement), including all information relating to that other's, or any of its Group Members', business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:

1. is available to the public other than because of any breach of this Agreement;
2. is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
3. is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.

Autone's Confidential Information includes the Platform and the Software (including Autone Content but excluding Customer Data) and the terms of this Agreement;

"Customer Data" means data and content provided by Customer to Autone through the Platform or as part of the Services;

“Customer Personal Data” means Customer Data which are personal data according to the Data Protection Regulations;

“Data Protection Regulations” shall mean the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any national implementing laws, regulations and secondary legislation, as amended from time to time and any other data protection, data security and privacy laws. Terms such as “controller”, “processor”, “personal data”, “processing” shall have the same meaning set forth in the GDPR;

"Equipment" is defined in section 3.3;

"Group Member" means at the relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations, whether through holding of voting rights, by contract or otherwise;

"Initial Contract Term" has the meaning set out in the Order Form;

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country or territory and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

“Order Form” means the applicable order form entered into the Customer and Autone to which these terms and conditions are incorporated;

"Platform" means Autone's inventory management SaaS platform incorporating the modules set out in the Order Form;

"Renewal Term" has the meaning set out in section 6.1;

"Service(s)" means the service to be provided by Autone consisting of provision of access to the Platform on a software as a service (SaaS) basis;

"Software" is defined in section 3.1;

"Term" is defined in section 6.1;

"Usage Data" is defined in section 4.6;

1.1 In this Agreement (including the introduction and schedules) unless the context otherwise requires:(a) reference to a person includes a legal person (such as a limited company) as well as a natural person; (b) section headings are for convenience only and shall not affect the construction of this Agreement; (c) reference to "including" or any similar terms in this Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and (d) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation. In the event of any discrepancy or conflict between an Order Form and these terms and conditions, the Order Form shall take precedence.

 

2. SAAS ACCESS AND SUPPORT

2.1 Subject to the terms of this Agreement and upon the acceptance by Autone of a valid Order Form, Autone will use commercially reasonable efforts to provide Customer with remote access to the Platform and the Services specified in the applicable Order Form. Upon the acceptance by Autone of a valid Order Form and upon full and punctual payment of the Fees due, Autone grants the Customer (unless otherwise expressly stated in the Order Form) a non-exclusive, non-transferable license, without the right to grant sub-licenses, limited to the territory specified in the Order Form and subject to any other limitations specified in the Order Form, to permit the Customer to use the Platform and the Services during the term of the Agreement solely for the Customer’s internal business operation.

 

2.2 As part of the registration process, Customer will identify an administrative username and password for Customer’s company account (“Access Credentials”). Autone reserves the right to refuse registration of or cancel passwords it deems inappropriate.

 

 2.3 Customer will use reasonable efforts to prevent any unauthorised use of the Platform and immediately notify Autone in writing of any unauthorised use that comes to Customer’s attention. If there is unauthorised use by anyone who obtained access to the Platform, directly or indirectly through Customer, Customer will be responsible for any such use as if authorised by it and will as soon as reasonably practicable take all steps reasonably necessary to terminate the unauthorised use. Customer will cooperate and assist with any actions taken by Autone to prevent or terminate unauthorised use of the Platform.

 

2.4 Where agreed and set out in the Order Form, Autone will provide Customer with reasonable technical support for the Platform. 

 

2.5 By entering into this Agreement, the Customer expressly represents and warrants that: (a) it is a legal entity (company, partnership, or other organization) or a sole trader acting in a professional capacity; (b) it is not a consumer as defined by applicable consumer protection laws, including but not limited to the Italian Consumer Code (Legislative Decree no. 206/2005); and (c) the individual accepting this Agreement on behalf of the Customer has the legal authority to bind the entity to this Agreement. If the individual accepting this Agreement does not have such authority or if the Customer qualifies as a consumer, the Agreement shall be null and void, and the individual or entity must not use the Services provided by Autone. 

 

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Customer will not, directly or indirectly: (a) use the Platform in respect of its retail operations outside the geographic coverage or in respect of the brand names specified in the Order Form; (b) reverse engineer, decompile (except to the extent permitted by law), disassemble or otherwise attempt to discover the systems, algorithms, applications program, machine learning models, AI approaches and implementations, operating system, software, database, firmware, computer software language, utilities, and other computer programs in machine-executable object code, in whatever media or form of storage, and any other technological or computer based solution and / or service developed and / or incorporated by or on behalf of Autone, including any apps, web interfaces, server functionality and any other software development kits, interfaces and functionalities relevant to the Platform or any software, documentation or data related to the Platform (“Software”); (c) modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Autone or authorised within the Platform); (d) use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) remove any proprietary notices or labels in or on the Platform; (f) rent, lease, or otherwise permit third parties to use the Platform; (g) use the Platform for any benchmarking activity or in connection with the development of any competitive product; or (h) circumvent or disable any security or other technological features or measures of the Platform or Software; (i) copy, reproduce, publish, distribute or re-distribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of the Platform and/or Services; combine, merge or otherwise permit the Services to become incorporated in any other program or service, or arrange or create derivative works based on it (in whole or in part). The Customer also agrees to not use the Services and/or the Platform to: (i) transmit or upload any Customer Data that may infringe the intellectual property or other rights of third parties; (ii) use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation; (iii) upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way.

 

3.2 Customer warrants and represents that Customer will use the Platform only in compliance with this Agreement, Autone’s standard published policies then in effect, any documentation, and all applicable laws and regulations. Although Autone has no obligation to monitor Customer’s use of the Platform or Software, Autone may do so and may prohibit any use of the Platform it believes may be (or which is alleged to be) in violation of the foregoing.

 

3.3 Customer shall be responsible for obtaining, maintaining and the compatibility with the Platform of any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, third-party systems or services, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment and Access Credentials and for the accuracy, quality, legality, and reliability of any Customer Data.

 

3.4 If Customer has violated, or Autone has a reasonable basis to suspect that Customer has violated, the restrictions contained in this Section 3, Autone may suspend Customer’s access to the Platform and Software without notice until Customer can demonstrate that its use of the Platform is in full compliance with this Agreement.

 

3.5 he parties shall work together in good faith to issue a mutually agreed upon press release within sixty (60) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Autone to serve as a reference account upon request.

 

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4. 1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information relating to the Disclosing Party’s business. Confidential Information of Autone includes non-public information regarding features, functionality and performance of the Software and Platform. Confidential Information of Customer includes Customer Data. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except in performance of a party’s rights or obligations under this Agreement) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information after five (5) years following the disclosure thereof or any Confidential Information that the Receiving Party can document: (i) is or becomes generally available to the public; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; (iv) was independently developed without use of any Confidential Information of the Disclosing Party; or (v) is required to be disclosed by law. 

 

4.2 Autone shall own and retain all right, title, and interest in and to: (a) the Platform and Software, all derivative works, improvements, enhancements, or modifications and "look and feel" thereto; (b) any copyright works, software, applications, inventions, or other technology, developed in connection with the Platform, the Software, the Services, or the provision of support; and (c) all Intellectual Property Rights related to any of the foregoing. To the extent any rights, title, or interest in and to the foregoing vest in Customer, Customer hereby irrevocably assigns such right, title, and interest (including by present assignment of future Intellectual Property Rights) to Autone. Customer will not have any rights to the Software or the Platform except as expressly granted in this Agreement. Autone reserves to itself all rights to the Software, the Platform and Services not expressly granted to Customer in accordance with this Agreement.

 

4.3 If Customer provides any feedback to Autone concerning the functionality and performance of the Platform or Software (including identifying potential errors and improvements) or the Services, Customer hereby irrevocably assigns to Autone all right, title, and interest including any Intellectual Property Rights (including by present assignment of future Intellectual Property Rights) in and to such feedback, and Autone is free to use the feedback without payment or restriction.

 

4.4 On Autone's reasonable request and where agreed between the parties, Customer shall provide a written testimonial of the Platform and Services that Autone may publicly display on the Autone’s website. Autone may use Customer’s name, trademark, tradename, service mark, and logo in its client lists, promotional materials, and on its website and other social media platforms to identify Customer as Autone’s customer.

 

4.5 Customer shall own all right, title and interest including any Intellectual Property Rights in and to the Customer Data. Customer hereby grants to Autone during the Term a non-exclusive, irrevocable (subject to Customer’s rights to terminate this Agreement), royalty-free, transferable, worldwide license, with the right to grant and authorise sublicenses as set forth below, to process, transmit, store, use, disclose, display, and benefit from the Customer Data in connection with the performance of its obligations or the exercise of its rights under this Agreement. Autone may sublicense this license to any third party who acts for or in support of Autone, provided that Autone is responsible for any breach of this Agreement by any such sublicensee.

 

4.6 Notwithstanding anything to the contrary, Autone shall have the right to: (a) collect and analyse data (excluding any personal data) and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) (“Usage Data”), and Autone will be free (during and after the Term) to use such Usage Data to improve and enhance the Platform, Software, and Services and for other development, diagnostic, corrective, or other business purposes in connection with the Platform and other Autone offerings; and (b) use Customer Data in an anonymised and aggregated manner in Autone’s sole discretion both during and after the term of this Agreement (together with Usage Data, “Autone Data”). For the avoidance of doubt, such Autone Data shall not constitute Customer Data. Autone Data will constitute Confidential Information of Autone.

 

5. PAYMENT OF FEES

5.1 Customer will pay Autone the then applicable fees described in the Order Form for the Platform and Services in accordance with the terms in the Order Form (the “Fees”). Autone reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Contract Term or then-current Renewal Term, upon  no less than ninety (90) days prior notice to Customer (which may be sent by email). If Customer believes that Autone has billed Customer incorrectly, Customer must contact Autone no later than sixty (60) days after the due date of the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. 

 

5.2 Autone may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Autone thirty (30) days after the date of the invoice. Autone may charge interest on all sums outstanding beyond the due date of the relevant invoice. In accordance to Italian Legislative Decree no. 231/2002, such interest shall be charged from the due date until the date of payment (including after any judgement has been obtained) without the need for any formal notice at the rate established by the European Central Bank (BCE) plus 8% per annum, unless expressly otherwise agreed by the parties in writing. In any case, the interest rate applied shall never exceed the maximum threshold set forth under the anti-usury legislation in force (Italian Law No. 108/1996 and related ministerial decrees). Interest shall continue to accrue until full payment is received, including after any court judgment has been obtained.

 

5.3 If any amount has not been paid by Customer to Autone by the due date for payment Autone may immediately terminate access to the Platform or performance of the Services. 

 

5.4 Unless otherwise expressly provided in this Agreement, all amounts referred to in this Agreement are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by Autone, shall be payable by Customer at the rate and in the manner prescribed by law. All sums payable by Customer under this Agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by any applicable law, in which event: (i) Customer shall provide Autone with evidence of any such deduction or withholding; and (ii) Customer shall pay such additional amount as shall be required to ensure that the net amount received by Autone will equal the sum which would have been received by it as if had no deduction or withholding had been required to be made. 

 

 

6. TERM AND TERMINATION

6.1 Subject to earlier termination and unless otherwise specified in the Order Form, this Agreement is for the Initial Contract Term and any subsequent Renewal Terms as set out in the Order Form.

 

6.2 In addition to any other remedies it may have, either party may also terminate Autone might terminate this Agreement upon thirty (30) days’ written noticewith immediate effect upon written notice, pursuant to Article 1456 of the Italian Civil Code, (or without notice in the case of non-payment) if the other party materially breaches any of the terms or conditions of this Agreement in the event that Customer: (a) fails to pay any Fees due under this Agreement within thirty (30) days from the due date; (b) breaches the restrictions on the use of the Platform, including but not limited to unauthorized access, reverse engineering, or any other prohibited activity under Article 3 of this Agreement; (c) violates confidentiality and intellectual property obligations under Article 4 of this Agreement (above); (d) fails to comply with applicable laws and regulations, including but not limited to sanctions and data protection laws, including Article 12 of this Agreement (below); (e) violates data protection laws or otherwise mishandles user credentials or Platform access in a manner that compromises security or compliance; or (f) becomes insolvent, is subject to bankruptcy proceedings, or undergoes liquidation, assignment for the benefit of creditors, or any other similar financial distress event.

 

6.3 Upon termination of this Agreement under clause 6.2 (above), Customer will shall: (i) immediately cease all use of the Platform and Services; (ii) immediately pay in full for the Platform and Services up to and including the last day on which the Platform or Services are provided (and if Autone terminates this Agreement due to Customer’s material breach, Customer will pay the balance of the Fees based on the average amount of monthly Fees paid or payable to Autone for the period prior to the effective date of termination). All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

 

6.4 The exercise of the termination right under this Article 6 shall not prevent Autone from seeking further damages or remedies in accordance with applicable law.

 

6.5 In addition to any other remedies it may have, Customer might terminate this Agreement with immediate effect upon written notice, pursuant to Article 1456 of the Italian Civil Code, in the event that Autone: (a) breaches its obligations under the Data Protection Regulations; (b) violates confidentiality and intellectual property obligations under Article 4 of this Agreement (above). Upon termination of this Agreement under this clause 6.5, clause 6.3 shall apply].

 

7. WARRANTY AND DISCLAIMER

7.1 Autone shall use reasonable efforts consistent with prevailing industry standards to provide the Platform in a manner which minimises errors and interruptions in the Platform and Software and shall perform the Services in a professional and workmanlike manner. Autone warrants that to Autone’s knowledge the Software does not contain any virus or other malicious code and that the Platform and Services comply with applicable law. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Autone or by third-party providers, or because of other causes beyond Autone’s reasonable control, but Autone shall use reasonable efforts to provide advance email notice of any scheduled service disruption. However, Autone does not warrant that the Platform or Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform. Except as expressly set forth in this section 7, the Platform and Services are provided "as is" and Autone disclaims all warranties, express or implied, conditions or other terms including but not limited to, implied warranties, conditions and other terms of merchantability, satisfactory quality or fitness for a particular purpose and non-infringement.

 

7.2 Autone might provide AI-generated recommendations based on historical sales, seasonality, and external factors. While Autone employs advanced algorithms and machine learning models, the Customer acknowledges that inventory forecasting and optimization involve inherent uncertainties. Autone shall not be liable for business decisions made based on the Platform’s recommendations or for inaccuracies due to incomplete, outdated, or incorrect data provided by the Customer.

 

8. INDEMNITY

8.1 Autone shall defend Customer from liability to third parties resulting from Autone’s infringement by the Platform of any European registered patent or copyright or misappropriation of any trade secret; provided, that Autone is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement. Autone will not be responsible for any settlement it does not approve in writing. Autone’s obligations under this Section 8.1 do not apply: (a) with respect to portions or components of the Platform or Software: (i) not supplied by Autone, (ii) made in whole or in part in accordance with Customer’s specifications, (iii) that are modified after delivery by Autone, or (iv) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (b) where Customer continues allegedly infringing activity after being notified thereof or after being offered modifications that would have avoided the alleged infringement; (c) where Customer’s use of the Platform is not strictly in accordance with this Agreement; or (d) where such claim arises, in whole or in part, from Customer’s negligence or wilful misconduct. 

 

8.2 If, due to a claim of infringement, the Platform is held by a court of competent jurisdiction to be or is believed by Autone to be infringing, Autone may, at its option and expense: (a) replace or modify the Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Platform; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement by notice in writing having immediate effect and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Platform in respect of the remainder of the then-current Initial Contract Term or Renewal Term calculated pro rata on a daily basis.

 

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement excludes the liability of either party for (a) death or injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) gross negligence or willful misconduct or (d) any other liability which may not be excluded or limited by law.

 

9.2 Subject to Section 9.1: 

(a) Autone and Autone Group Members shall have no liability under or in connection with this Agreement whether in contract, breach of confidence, breach of duty, misrepresentation, tort (including without limitation, negligence), in equity or otherwise for all and any claims, losses, liabilities, damages, costs and expenses arising out of or in connection with this Agreement, the Platform and/or the Services for any (i) loss of profits or loss of revenue, (ii) loss of business, (iii) loss of management time, (iv) depletion of goodwill, (v) corruption or loss of data or information, (vi) Customer’s failure to properly configure or implement the Services or (vii) for any special, indirect or consequential loss, costs, damages, charges or expenses whether or not the likelihood of such loss or damage was contemplated; and 

(b) Autone's total aggregate liability to Customer and its Group Members whether in contract, breach of confidence, breach of duty, misrepresentation, tort (including without limitation, negligence), in equity or otherwise for all and any claims, losses, liabilities, damages, costs and expenses arising out of or in connection with this Agreement, the Platform and/or the Services in respect of the Initial Contract Term or any Renewal Term (as appropriate) shall not exceed the total Fees payable in respect of the Initial Contract Term or the relevant Renewal Term (as appropriate).  Where liability arises from a series of connected events occurring in the Initial Contract Term and any Renewal Term or in more than one Renewal Term, all such liability shall be deemed to have occurred in the Initial Contract Term or the relevant Renewal Term in which the first of such events occurred.

9.3 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Autone's Intellectual Property Rights.

 

10. FORCE MAJEURE

Except for the obligation to pay Fees or other money, neither party will be liable for any failure or delay in its performance under this Agreement or be liable to pay any service credits or other compensation due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, epidemic, labour shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause; and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

 

11. NON-SOLICITATION

Customer acknowledges that Autone has made significant investments in its relationships with its employees, contractors, and other personnel. To protect those relationships, during the Term and one (1) year after the expiration or termination of this Agreement, other than through general advertisements for employment, Customer shall not, directly or indirectly, by any means or devices whatsoever, in any individual or representative capacity, (a) hire, employ or attempt to hire or employ any senior or management employee of Autone or any third party who has been introduced to Customer through its performance of its obligations under this Agreement; or (b) otherwise solicit, request, entice or induce such personnel to terminate their employment or relationship with Autone.

 

12. SANCTIONS

In connection with all activities permitted in this Agreement, Customer shall comply with all applicable laws and regulations.  Specifically, Customer acknowledges and confirms that it will not provide, sell, ship, export, re-export, re-transfer or divert the Platform or other Services and Software directly or indirectly through third parties or otherwise, to any restricted party as specified by the United States, the UK, the EU and the United Nations (UN) (and any other governmental authority with jurisdiction over a party or any part of its business or operations, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, His Majesty's Treasury and the UK's Office of Financial Sanctions Implementation and Department of International Trade  (“Restricted Party”) or to or through countries or regions that are the target of sanctions under trade control laws (presently, Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk People’s Republic (DNR), and Luhansk People’s Republic (LNR) regions of Ukraine) (“Sanctioned Country”). Additionally, Customer warrants that it is (1) not located in a Sanctioned Country, and (2) is not a Restricted Party. Customer shall immediately notify Autone if it becomes a Restricted Party.

 

13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Autone’s prior written consent. Autone may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, other than in respect of any statements or representations made fraudulently. Each party irrevocably acknowledges to the other that in entering into this Agreement it has not relied on any representation, statement or assurance not expressly set out in this Agreement.  All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Autone in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Italy without regard to its conflict of laws provisions. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of Milan, Italy, in connection with any action arising out of or in connection with this Agreement.