Terms and conditions of use update (courtesy translation)

 

These Terms was updated on 2 January 2018

 

These Terms and Conditions (“Terms”) apply to www.transferpricingitaly.com and any other TPI website or web channel accessible through www.transferpricingitaly.com (collectively, the Website) that links to these Terms (hereinafter the“Website”).

The official version of the Terms and conditions here applicable is in Italian language. Should inconsistencies between the Italian version and this English courtesy translation emerge, the Italian language version prevails.

Please read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Website, including but not limited to various limitations, exclusions, and indemnities.

By accessing or using the Website, and the content and services available via the Website, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Website. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Website.

As used in these Terms and the Website, TPI, us, and we refer to the TPI network and/or one or more of its Member Firms. Each Member Firm in the TPI network is a separate legal entity.

 

Definitions

 

For clarity and comprehension, we have defined certain words used in the Terms and on the Website. Additional definitions are included elsewhere in the Terms.

 

“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents,

software, information, formulae, patterns, data and any other work.

 

“Member Firm” means a local partnership, firm or other entity that is a member of the TPI network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm.

 

“Partner” and “Principal” mean an individual who is a Partner, Principal, member, shareholder or equivalent of a Member Firm, in accordance with terminology commonly used in professional services organisations. Likewise “office” refers to any office of one or more Member Firms in the relevant jurisdiction.

“TPI”, “we” or “us” refer to the TPI network and/or its individual Member Firms. “TPI”, “we” or “us”, as used in individual articles and thought leadership pieces available on the Website may, depending on context, refer to the TPI network as a collective or to individual Member Firms.

 

“TPI Parties” refers collectively and inclusively to the individual Member Firms of the TPI network, including their respective officers, directors, partners, principals or equivalent; personnel; affiliates;

business associates; licensors; and contractors and subcontractors.

 

“Registered User” means a User who has registered and created an Account with TPI to access enhanced features of a Website (where applicable).

 

“User” means all users of a Website.

 

“you” means you as an individual user of a Website.

 

About the Website

 

The Website provide information about TPI, including thought leadership and the services and products we provide. References to “the Website,” “the Website”, and “www.transferpricicingitaly.com” include all software, content and features provided within the relevant Website(s). The Website offer a range of interactive features, such as access to premium and personalised content, user profiles, reading lists,

commenting and other publicly accessible collaborative features. We may add other features from time to time. Certain features are available only to Registered Users. For more information about

registration, please see the Registration section of these Terms.

 

Informational purposes only

 

The Website and content available within them is for informational purposes only. Neither the Website nor the content available within them constitutes professional advice, and neither should be relied upon by you or any third party, including for example to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise to procure services or other benefits from any entity. Before making any decision or taking any action, you should consult with professional advisers.

 

Changes to and availability of the Website

 

The Website are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Website maybe suspended at any time without notice.

 

Submissions, including Comments and Feedback

 

The Website may contain functionality that permits you to comment on articles; share materials; provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the Website (collectively, “Submissions”).

 

If you choose to make publicly available any of your personally identifiable or other information through the Website (for example through posting a comment or other form of Submission), you do so at your own risk. You will also comply with all relevant requirements set out in these Terms when making a submission.

 

Except for the Sanity Check section where user contributions are confidential, You acknowledge and agree that your Submissions are not confidential; that your provision of Submissions is gratuitous, unsolicited and without restriction; and that the provision of any Submission does not place TPI under any fiduciary or other obligation.

 

We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the site; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.

 

Monitoring

 

We may monitor use of the Website from time to time but have no obligation to do so. If and when we do monitor your use of one or more of the Website, we will do so in accordance with applicable law.

 

Your responsibilities

 

Acceptable conduct

 

You will use the Website only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us via this contact form and provide us with assistance, as requested, to stop or remedy such violation.

 

Prohibited conduct

 

In using the Website, you must not do any of the following:

 

• Post, transmit or otherwise make available through the Website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b)defamatory, libellous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program (each, a “Virus”).

 

• Post, transmit, or otherwise make available through the Website any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

 

• Use the Website for any commercial purpose or otherwise use the Website to process data or other information on behalf of third parties.

 

• Use the Website for any purpose that is fraudulent or otherwise tortious or unlawful.

 

• Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of any of the Website; or violate any requirement, procedure or policy of such servers or networks.

 

• Restrict or inhibit any other person from using the Website.

 

• Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Website to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.

 

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website except as expressly authorised herein, without TPI’s express prior written consent.

 

• Reverse engineer, decompile or disassemble any portion of any of the Website, except where such restriction is expressly prohibited by applicable law.

 

• Remove or alter any copyright, trademark or other proprietary rights notice on the Website or content you access via the Website.

 

• Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without TPI’s express prior written consent.

 

• Systematically download and store Website’ content.

 

• Use any robot, spider, Website search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Website, (b) reproduce or circumvent the navigational structure or presentation of the Website, or (c) Harvest or collect information about users of the Website without TPI’s express prior written consent.

 

If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Website or take any other steps we consider appropriate.

 

Requirements to Use the Website

 

If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.

 

If you are using the Website on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to “you” throughout these Terms will include such organisation, jointly and severally with you personally.

 

Registration

 

Features

 

Certain features of the Website are available only to Registered Users (where applicable). Current examples include access to premium content, reading lists, and any on-site commenting or collaboration activities. Additional features may be made available to Registered Users over time.

 

How to register (where applicable)

 

To register, you will need to provide certain information about yourself and create a username and a password if requested. This combination of information (“Account”) will be your Account as a Registered User.

 

Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the Website; however, you will no longer have access to features available only to Registered Users.

 

Responsibilities of Registered Users

 

If you choose to register with us and become a Registered User, you agree you are solely responsible for your Account and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission. In becoming a Registered User, you also agree to:

 

• provide true, current, accurate and complete information about yourself as requested by us from time to time and notify us promptly of any changes to your information so that your Account information is current, complete and accurate;

 

• maintain the confidentiality and security of your Account, including your username and password;

 

• notify us immediately of any unauthorised use of your Account, Account password, or service provided through your Account, as well as any breach of security with respect to your Account, Account password, or service provided through it;

 

• assist us, if and as we request, to stop or remedy any breach of security related to your Account.

 

Privacy of Registered Users (where applicable)

 

Our Privacy statement explains how we protect and use your information; the Website visitor section of the Privacy statement explains additional information we collect and additional uses of information about Registered Users.

 

Termination

 

We may, in our sole discretion, suspend, restrict or terminate your use of the Website (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website; we have received a third party complaint which relates to your use or misuse of the Website; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.

 

Intellectual property

 

Our Content

 

Except where expressly stated otherwise, all right, title, and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Website (collectively, “Our Content”) are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.

 

You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms.

 

Unless otherwise expressly authorised by us in writing, you agree not to:

 

• copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;

 

• remove any proprietary notices or labels on or in Our Content;

 

• allow any other person or entity to engage in any of the foregoing.

 

Your Content

 

You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are (a) complete and accurate and (b) are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

 

Ownership

 

We do not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the Website:

 

1. You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without

additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyse,

exploit and practice any comment or submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);

 

2. You confirm, represent and warrant to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above;

 

3. You acknowledge and agree that the technical processing and transmission of the Website, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to “caching” or other technical processing or transmission policies

and procedures by us or at intermediate locations on the Internet.

 

Deactivation

 

If you deactivate the Account to which your Submissions are connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise

provide the Website to you or others, subject always to your license to us, set out above, and to our Privacy policy.

 

Compliance and Complaints

 

We do not have any obligation to censor or review any of your Submissions, to censor or review any Third-Party Content, or to monitor use of the Website. However, you agree that we may, without

notice or liability, disclose to third parties any of your information or your Submissions; monitor use of the Website; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.

 

If we receive a complaint relating to your use of the Website, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint,

restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.

 

Third-Party Content

 

The Website may contain links to Website and other materials made available by third parties (collectively, “Third Party Content”). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.

 

Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws.

Nothing in your use of the Website or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in these Terms.

 

We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Website does not imply the endorsement of, or affiliation with, any provider of such Website or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).

 

Trade and Service Marks

 

You may not use the “Transferpricingitaly” trade name, trademark, service marks, logos or designs, or any other mark held by TPI, in connection with any product or service that is not of any TPI Member Firm nor in any manner that is likely to cause confusion. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.

 

Open Source

 

The Website may contain open source components, which are authorized for use and distribution by us under applicable open source licenses. Use of such open source components is governed by and subject to the terms and conditions of the applicable open source license.

 

Liability and Warranties

                                  

Warranties

 

TPI makes no representations or warranties about the Website, which is provided “as is”. To the maximum extent permitted by law, we exclude all implied warranties regarding the site, including without limitation, the warranties of merchantability, fitness for purpose, title, and non-infringement.

 

Limitation of Liability

 

The Website are provided for information purposes only and, to the maximum extent permitted by applicable law, TPI and the TPI Parties exclude all liability for any loss or damage of whatever kind

and however arising in connection with your use of, or inability to use, the Website and any materials you obtain via the Website.

 

You acknowledge and accept that use of the Website is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither TPI nor any TPI Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Website arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TPI PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

 

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TPI PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE Website; ANY INFORMATION MADE AVAILABLE THROUGH THEM; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE Website OR THE INFORMATION MADE AVAILABLE THROUGH THEM; OR FOR ANY LOSS OR DAMAGES – INCLUDING CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES – THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE Website OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE Website.

 

Indemnification

 

To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold the TPI Parties and their insurers harmless from and against any action, proceedings claims, causes of action, demand, debts, fines, losses, damages, charges and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by us relating to or arising from any content or information posted or transmitted by you using the Website or otherwise arising out of your use of the Website or use of the Website by any third party who is given or gains access to the Website due to your action or inaction. Your indemnification obligation to the TPI Parties includes but is not limited to any instance where one or more of your submissions (a) infringes any Third Party Content or other third-party intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

 

The TPI Parties have the right at any time to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the TPI Parties to affect the rights

of the TPI Parties or their insurers to assume the defense or settlement of any claim against any TPI Party for which insurance coverage is sought under any applicable insurance policy. Any settlement of a claim defended by the user should normally be subject to TPI’s consent and procure the full release of TPI Parties from liability.

 

Disclaimers and Assumptions of Risk

 

The Website and all information provided to you via the Website is provided “as is” and “as available.” To the maximum extent permitted by applicable law, the TPI Parties disclaim all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non infringement, noninterference, error-free service, and uninterrupted service. TPI neither represents nor warrants that the Website, services and content provided through the Website, or software or information downloaded from the Website will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.

 

BY MAKING AVAILABLE THE Website, TPI IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND NONE OF THE INFORMATION PRESENTED ON THE Website SHOULD BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.

 

 

Other legal provisions

 

Amendments

 

The Privacy statement and Terms are current as of the date on the top of this page. We reserve the right to amend these at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully-amended version of these Terms and Privacy statement will be published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Website as set out in these statements. If you continue to use the Website after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.

 

Privacy

 

The Website has a Privacy statement. You acknowledge that you have read the Privacy statement located on the Website to which you have access, as it may be updated from time to time (the “Privacy statement”). You further acknowledge that, to the extent required under applicable law, by using each such Website you consent to the collection, use, and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein.

 

Our Remedies

 

Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms, including but not limited to any of your responsibilities as set out above.

 

Enforceability

 

Your use of the Website, and the content and features accessed through them, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

 

Interpretation

 

In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to Website addresses or URLs will also include any successor or replacement Website containing substantially similar information as the referenced Website(s).

 

No implied waiver

 

If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the TPI Parties are giving up any rights that we/they may have (such as taking action in the future).

 

Limitation Period

 

Any claims must be brought no later than two years after the date the claimant should have been aware of the potential claim and, in any event, no later than four years after any alleged breach.

 

Notices

 

Any notice, consent, waiver, approval, authorisation or other communication to be delivered in connection with these Terms:

 

• by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;

 

• by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted via this contact form.

 

Assignment

 

We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice.

 

You cannot transfer or deal with their rights or obligations under these Terms without TPI prior written consent.

 

Relationship

 

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or use of the Website.

 

Force Majeure

 

Neither party will be responsible for a failure to fulfil its obligations under these Terms or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

 

Entire Agreement

 

These Terms, as amended from time to time, including any and all documents, Website, rules, Terms and policies referenced herein, including but not limited to the Privacy statement and Cookies info, constitutes the entire agreement between us and you with respect to your use of the Website.

 

Severability

 

If a particular term is found to be unenforceable, this will not affect any other terms.

 

Updates

 

The Privacy Policy and Terms are as of the date at the top of this page. We may update the Terms and Privacy at any time by posting an updated version here. If you continue to use the Website after such changes, this will indicate that you have accepted such changes.