GENERAL TERMS AND CONDITIONS FOR USING THE JUVENTUS eprocurement PORTAL

Transcription

1 GENERAL TERMS AND CONDITIONS FOR USING THE JUVENTUS eprocurement PORTAL 1 INTRODUCTION JUVENTUS Football Club S.p.A. (hereinafter "JUVENTUS") is data controller of JUVENTUS eprocurement, an e-business service used by JUVENTUS in order to simplify and guide the process of interrelating and exchanging information between JUVENTUS and the third parties that operate in the framework of their entrepreneurial or professional activity for assigning supply contracts and for the online management of other functions connected with the suppliers area, such as the establishment and management of the suppliers register and qualification process, whose purpose is to assess whether or not the potential supplier is suitable for being contacted in future tenders for the supply of goods and/or services. The process starts with the supplier's application and ends with qualification or with a notification to the supplier of any negative results. 2 DEFINITIONS EPROCUREMENT PORTAL: the JUVENTUS Portal described in the introduction that can be accessed at the address procurement.juventus.com to exchange information. IN-HOUSE STAFF MEMBER: the in-house employee and/or collaborator who by virtue of the rights assigned by the system administrator can access the JUVENTUS eprocurement Portal. SUPPLIER: party operating in the area of its entrepreneurial, institutional or professional activity that participates in the qualification process on the JUVENTUS eprocurement Portal. USERNAME: identifying alphanumeric code of the Supplier that, when associated with the Password, allows it to access the JUVENTUS eprocurement Portal. PASSWORD: alphanumeric code that when associated with the Username allows access to the JUVENTUS eprocurement Portal. CONTRACTUAL COLLABORATIVE AREA: The Tool that forms a unique and reserved environment and allows Suppliers and other in-house JUVENTUS company functions to collaborate on the drafting and management of documents for specific orders and purchases. REGISTER: The list of Suppliers of goods and/or services that have general and professional capability qualifications suitable for the assignment of supply orders and/or contracts for goods and/or services by JUVENTUS. The Suppliers on the list may be subjugated to qualification and assessment processes carried out by JUVENTUS. 3 PURPOSE 3.1 These General Terms and Conditions contain the terms, procedures and conditions with which the Suppliers can access the JUVENTUS eprocurement Portal. 4 PORTAL REGISTRATION 4.1 Registration is a necessary condition in order to be able to access the Portal. During the registration process, the Supplier must classify itself and truthfully and correctly communicate the data requested on the questionnaire/registration form and all other information that JUVENTUS deems necessary or helpful ("Registration Data") according to the cluster it belongs to. 4.2 The first registration step is entering minimum information on the Portal sufficient for creating the user and password and acceptance of the General Terms and Conditions for using the Portal. When the first step is completed, the Supplier will receive its ID code (Username) and a key word (Password) by . The Supplier must change the password at the first access and may change it at any time using the special procedure. The registration procedure is considered completed when, after the product categories have been selected and the mandatory fields of the qualification questionnaire/form have been filled in, the Supplier receives an confirming entry in the Register from JUVENTUS. 4.3 Username and Password will be strictly personal and cannot be transferred. The Supplier undertakes to not reveal them to third parties and to keep and protect them with utmost diligence and is held the only party responsible for their use by third parties. 4.4 All supply and/or contract relationships between JUVENTUS and the Supplier, which will have received Username and Password Username and Password activation, shall be governed not only by the special terms and conditions stated in every single supply order and/or contract each time, but also by the General Supply Terms and Conditions that the Supplier must accept. 5 OBLIGATIONS AND GUARANTEES OF THE SUPPLIER

2 5.1 In connection with using the JUVENTUS eprocurement Portal, JUVENTUS and the Supplier undertake to adopt all technical measures necessary to guarantee the security of the data exchanged during the procedure and to prevent unauthorised third parties from accessing it. 5.2 The Supplier also undertake to: (a) not initiate unfair trade practices that are prejudicial to the rights of third parties or infringe laws and/or regulations, and to not circulate false, misleading or illegal information; (b) process the data and information exchanged through the Portal and/or relating to each supply contract as strictly confidential and private; (c) in using the JUVENTUS eprocurement Portal, to adopt all measures necessary to prevent damage due to viruses, hacking and unauthorised or illegal access by third parties from any computer owned or controlled by the Supplier. (d) use and configure its software and hardware in order to guarantee the security of the information shared and/or transmitted through the JUVENTUS eprocurement Portal. 5.3 In connection with the use of the JUVENTUS eprocurement Portal, the Supplier declares and guarantees it has full ownership or free use of the data, information and content supplied to JUVENTUS and that their use does not infringe laws and/or regulations, or any rights of third parties, explicitly holding JUVENTUS harmless from all responsibility that might arise from said use. The Supplier also declares that the information given is truthful and correct, and that the documents uploaded correspond to the originals in your possession. 6. TERMINATION CLAUSE AND RIGHT TO WITHDRAW 6.1 JUVENTUS reserves the right to disable access to the JUVENTUS eprocurement Portal if the Supplier does not fulfil even just one of the obligations set forth in Art. 4 and Without prejudice to foregoing Art. 6.1, JUVENTUS in any case reserves the right to disable access to the JUVENTUS eprocurement Portal at any time by notification via . The Supplier may also notify its intention to no longer access the JUVENTUS eprocurement Portal by notification via addressed to JUVENTUS at the address that will be indicated. 7. LIMITATIONS OF RESPONSIBILITY OF JUVENTUS 7.1 JUVENTUS shall in no way be responsible in connection with any damage caused to the Supplier by using the JUVENTUS eprocurement Portal and the information it contains, by the malfunctioning, delayed or non-use and/or interruption or suspension of use of the JUVENTUS eprocurement Portal, including loss of sales opportunities, loss of earnings, loss of data, damage to image. 7.2 For this purpose the Supplier takes note and accepts that: (i) JUVENTUS reserves the right to interrupt and/or suspend use of the JUVENTUS eprocurement Portal and/or revoke registration and enabling at any time, as specified above under Art. 6, following notification to the Supplier, without incurring any responsibility toward the Supplier; (ii) the Portal can be used as it is, free of guarantees of any kind; the Supplier therefore waives any guarantee, including, merely by way of example, being entered on the Register of qualified suppliers. 8. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS 8.1 The content and information communicated to the Supplier through the JUVENTUS eprocurement Portal are the property of JUVENTUS. The hardware and software used for managing negotiations are the property of BravoSolution S.p.A. and are licensed to JUVENTUS. 8.2 Use of the information contained on the Portal does not give the Supplier any intellectual or industrial property right on the trademarks, logos, products, etc. All information and elements this Portal contains are protected by copyright. The Supplier undertakes to not download, reproduce, transmit, sell or distribute, either totally or in part, for any reason, the content and information available on the JUVENTUS eprocurement Portal without the written authorisation of JUVENTUS. 8.3 The Supplier accepts that the Registration Data, as well as the data and information given afterwards, will be entered by JUVENTUS into data banks of its sole ownership. 9. PERSONAL DATA PROTECTION 9.1 The parties recognise that use of the JUVENTUS eprocurement Portal, including execution of all preliminary and subsequent activities, involves processing personal data and that this processing is subject to application of Italian Legislative Decree 196/2003 as amended and supplemented (hereinafter the "Privacy Law"). To this regard, the parties recognise and guarantee to have done everything necessary in order to comply with the current personal data protection legislation and that all data processing operations that will be performed in connection with

3 management of the business relationships will fully observe the personal data protection legislation. The personal data that will be process will be kept and controlled in order to reduce to a minimum the risks of destruction or loss, even accidental, of the data, of unauthorised access or access not in keeping with the purposes of the collection. In particular, the parties undertake to not communicate, circulate or transfer the personal data that come to their knowledge or that should be made available by the other party and they take note that the processing will be aimed at the fulfilments pertaining and consequent to carrying out all of the administrative, commercial, accounting and tax activities concerning the management of the business relationships. The parties also guarantee observance of the minimum security measures provided for by Italian Legislative Decree 196/2003, as well as implementation of measures in any case fit to reduce to a minimum the risks of unauthorised access to the personal data, and also guarantee that the obligation set forth in the foregoing paragraphs will also be observed by their employees and self-employed collaborators. 9.2 The Supplier declares and guarantees that the data communicated to JUVENTUS in connection with the registration procedure on the Portal and/or the management of any supply contracts have been collected, processed and transferred to JUVENTUS in full observance of the Privacy legislation, with particular reference to the fulfilments relating to the interested parties and to their rights and to have informed them of the purposes of the processing and to have been authorised to communicate them and to process them for said purposes. 9.3 The Supplier recognises the JUVENTUS may turn to third parties for the execution of activities or the supply of services functional for using the Portal. JUVENTUS will define the role of said third parties in conformity with the Privacy Law at its discretion. 10. COMMUNICATIONS Any communication regarding the access and/or use of the JUVENTUS eprocurement Portal must be sent: (a) as for the Supplier, by to the address it has communicated to JUVENTUS with registration; (b) as for JUVENTUS, through the address indicated on the JUVENTUS eprocurement Portal. 11. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS 11.1 The Supplier accepts and takes note of the fact that JUVENTUS may modify these General Terms and Conditions at any time by communication on the Portal or by . The new terms and conditions will be tacitly accepted by continuation of use of the Portal The right of the Supplier to withdraw pursuant to the provisions of foregoing Art. 6 in any case remain without prejudice. 12. CONFIDENTIALITY OF THE COMMERCIAL INFORMATION - COMPUTER SECURITY 12.1 Juventus will consider the commercial data and information that the Suppliers provide as confidential Through the supplier of the Portal, BravoSolution S.p.A., JUVENTUS will implement the technical and procedural stratagems most appropriate to guarantee computer security. 13. APPLICABLE LAW AND JURISDICTION These General Terms and Conditions and the relationships between JUVENTUS and the Supplier are governed by Italian law. For any dispute pertaining to the access and/or the use of the JUVENTUS eprocurement Portal, only the Court of Turin shall have jurisdiction, with all other courts excluded by agreement. 14. MISCELLANEOUS These General Terms and Conditions constitute the only and sole agreement between JUVENTUS and the Suppliers on the subject of access and use of the JUVENTUS eprocurement Portal. If one or more of these General Terms and Conditions should for any reason be declared invalid, the other terms and conditions shall remain fully valid and effective to all intents and purposes. ************ PRIVACY POLICY STATEMENT (ITALIAN LEGISLATIVE DECREE 196/2003) Pursuant to Art. 13 of Italian Legislative Decree 196/2003, in its capacity of data controller JUVENTUS FC S.p.A. informs you of the following. The data you provide will be used for the following purposes: (a) use of the JUVENTUS eprocurement Portal, including execution of all preliminary and subsequent activities, execution of contractual or pre-contractual obligations and the fulfilments pertaining and consequent to performing all administrative, commercial, accounting and tax activities connected with management of business relations; (b) fulfilment of obligations provided for by national, European instructions given by authorities and by supervisory and control bodies.

4 Your data will not be circulated. Data controller is JUVENTUS Football Club S.p.A., with registered office in Turin at C.so Galileo Ferraris 32. In view of the complexity of the organisation and close interrelationship between the different company departments, also note that in their roles of data processing managers or staff members, all employees and/or collaborators of JUVENTUS at the time concerned or involved in the respective duties in conformity with the instructions they receive may learn about the data. Appointed reference person of processing is the pro-tempore Manager of the Purchasing Office appointed by the Controller in charge of replying to the interested party in the case the rights under Article 7 are exercised, to whom the interested party can turn by writing to the following addresses. Processing of the data for the purposes listed above and their notification to the above-mentioned parties are necessary in order to use the JUVENTUS eprocurement Portal, to take part in the qualification process and to start and manage the business relationship. Failure to provide data will therefore lead to the impossibility to do so. With your explicit consent, the data can also be processed for promotional activities. Consent is optional for this latter purpose, and failure to give consent shall be inconsequent. The data provided will be processed primarily using computer and electronic tools with logics strictly related to the purposes for which the data have been collected and, in any case, in such a way as to guarantee the security and confidentiality of said data. Art. 7 of Italian Legislative Decree 196/03 gives you some rights in connection with the processing of personal data, including the right to learn, at any time what your data are and how they are used. You also have the right to have them updated, supplemented, corrected or deleted, request that they be blocked and to object to their processing. To exercise your rights, you can contact the reference Manager appointed by the Controller by writing to: Corso Galileo Ferraris Turin - Italy or by sending an message to: procurement@juventus.com. ********** I, the undersigned,, in my capacity of Legal Representative of the Supplier (name and surname) for all legal purposes to have examined and accepted the General Terms and Conditions to use the JUVENTUS eprocurement Portal and all other applicable regulations, procedures and policies referred to in the above-mentioned General Terms and Conditions and that are published on the Portal from time to time Date Stamp and as well, also pursuant to the provisions of Art and 1342 of the Italian Civil Code, to have carefully read the General Terms and Conditions to use the JUVENTUS eprocurement Portal and particularly declare to specifically approve the following articles: Art. 5 (obligations and guarantees of the Supplier), Art. 6 (termination clause and right to withdraw), Art. 7 (limitations of responsibility of JUVENTUS), Art. 8 (industrial and intellectual property rights), Art. 9 (personal data protection), Art. 11 (modification of the General Terms and Conditions), Art. 13 (applicable law and jurisdiction) to have taken note of the notice provided pursuant to Italian Legislative Decree 196/2003 regarding the processing of personal data by JUVENTUS

5 to have read and to accept the principles of the Health and Safety at the Workplace Policy of JUVENTUS, where applicable of being aware of current legislation on the subject of administrative liability of entities and, in particular, of knowing and of having taken note of the provisions contained in Italian Legislative Decree no. 231 of 8 June 2001 as amended and supplemented, as well as of being aware that JUVENTUS has its own corporate code of conduct based on the principles of transparency and fairness and on observance of Italian Legislative Decree no. 231 of 8 June 2001 as amended and supplemented (the "JUVENTUS Code of Ethics") and has drafted the Organisation, Management and Control Model pursuant to Italian Legislative Decree no. 231 of 8 June 2001 as amended and supplemented "231 Model"), both available on the Juventus website Investor Relations/Corporate Governance section; also in the name of the directors, employees and collaborators, of undertaking to behave according to the principles of transparency and fairness and observance of Italian Legislative Decree no. 231 of 8 June 2001 as amended and supplemented, also declaring that neither the Supplier nor its directors, employees or collaborators have ever committed one of the offences contemplated in Italian Legislative Decree no. 231 of 8 June 2001 as amended and supplemented. TAKES NOTE that giving a false statement concerning the above and/or non-observance by the Supplier of the provisions and/or of the principles sanctioned by Italian Legislative Decree no. 231 of 8 June as amended and supplemented constitutes reason to be excluded from the qualification process, with all other legal sanctions and consequences, without prejudice to compensation for any damage caused to JUVENTUS. Date Stamp and