Terms and conditions

1) InGeneral
1.1 The M-Live srl General Terms and Conditions apply exclusively. We do not accept terms and conditions of the other contracting party contrary to or divergent from our own unless we have expressly agreed to them in writing.
1.2 M-Live srl has the right to amend or supplement these terms and conditions at any time, subject to an appropriate notification period.

2) OFFER, ORDER, CONTENT OF CONTRACT
2.1 All offers and prices are non-binding.
2.2 The contract shall be deemed to be concluded upon written confirmation of the order by M-Live ltd. or upon the first action of fulfillment relating to such order.
2.3 The contract is finalized on the condition that we ourselves are supplied correctly and sufficiently in advance by our suppliers. This will be true only in the event that we are not responsible for non-delivery.

3) PAYMENT TERMS
3.1 The amount and due date of the purchase price shall be determined in the contract with the customer.
3.2 Payments shall be due without any deduction immediately upon invoicing.
3.3 Subsequent changes to purchase orders at the customer's request, including additional expenses incurred for such change, shall be invoiced separately to the customer.

4) CUSTOMS
Shipment may be subject to import duties and taxes. Additional charges for customs clearance are the responsibility of the recipient; M-Live has no control over these charges and we cannot predict the amount. Please note that cross-border shipments are subject to opening and inspection by customs authorities.

5) DELIVERY
5.1 Delivery deadlines and services will only be considered agreed with the customer on a binding basis if they have been expressly confirmed by us as binding in writing or by e-mail.
5.2 In the event of non-delivery, M-Live srl shall only be liable for damages caused by gross negligence or willful misconduct on our part.
5.3 In the delivery of products, which according to the agreement presuppose the use of the Internet by the customer, M-Live srl shall be responsible for the regularity of data traffic within the M-Live srl network and the connecting networks for which it has explicitly assumed responsibility. The customer agrees that M-Live srl shall not be liable for non-delivery caused by compromise of data traffic on the Internet outside the sphere of influence of M-Live srl as mentioned and defined above.
5.4 Please note that all download sales are final. M-Live srl cannot issue product refunds once a download transaction is initiated or cancel any contract for services related to a download purchase once a download is initiated.

6) TRANSFER OF RISK
If the buyer is a company, the risk of accidental destruction and accidental deterioration of the goods will pass to the buyer as soon as the goods are delivered. If the purchased goods are shipped, the risk of accidental destruction and accidental deterioration will pass to the buyer as soon as the goods are delivered to the shipper, carrier or any person in charge of shipping the goods, provided that the buyer is a company.

7) WARRANTY
7.1 The customer shall inspect the delivered products for conformity with the contract immediately upon receipt and shall report to us without delay any defects discovered. If he fails to inspect the products promptly and report defects, the delivered products shall be deemed accepted unless the defect was not recognizable at the time of inspection. Defects detected later must also be reported to M-Live Ltd. immediately; otherwise, the goods will be considered accepted with respect to such defects. Notification of defects must be in writing and the defect notified must be described in detail.
7.2 If we have negligently breached a cardinal or material contractual obligation, the obligation to provide compensation is limited to the damage typically foreseeable under the contract.
7.3 The warranty period is subject to the regulations of the states in which the product is distributed.

8) RESERVATION OF OWNERSHIP
8.1 If the other contracting party is a corporation, the goods shall remain our property until full payment of all outstanding or outstanding claims arising from the business relationship with the ordering party, regardless of the type or legal basis. In the case of a current account, the title so reserved shall be held as security for the balance of the account to be received.
8.2 When entering into contracts with consumers, we shall retain ownership of the goods pending full payment of the purchase price.
8.3 In the event of default of payment by the other contracting party or any other conduct in breach of contract, we shall also have the right to repossess the goods. If we take back the goods in such cases, we will not withdraw from the contract of sale. Withdrawal requires an express written statement.

9) LICENSE RIGHTS IN CASE OF PURCHASE OF SOFTWARE
9.1 With respect to software produced by M-Live srl itself, the copyright law and the provisions of the respective license agreement found in the software installer will apply. You must accept the license agreement before you can use the software. No copies of the software or documentation should be made unless expressly permitted.
9.2 The copyright and source code for programs created will remain the property of M-Live Ltd. Without prior consent, the customer is fundamentally prohibited from modifying, translating, reverse engineering, decompiling or disassembling the software or relevant material, or producing derivative works from the software, unless permitted by law. The customer may not modify labels, copyright notices, and proprietary information on M-Live Ltd. products.

10) TOTAL LIABILITY
10.1 To the extent that our liability for damages is excluded or limited, the same will apply to all claims for culpa in contrahendo, breach of collateral obligations (positive breach of contractual obligations).
10.2 Claims specified in the Product Liability Act will not be affected by the provision of paragraph 1 above.
10.3 If we breach obligations through ordinary negligence, our liability will be limited to the average direct damage typically foreseeable under the contract for the type of goods involved.
10.4 Wherever our liability is excluded or limited, this will also apply to the personal liability of our employees, staff members, associates, representatives, and vicarious agents.

11) PLACE OF LOCATION / PLACE OF FULFILLMENT
11.1 If our customer is a merchant within the meaning of the Commercial Code, the place of business and place of performance shall be deemed to be RIMINI. However, we shall also have the right to bring an action against the ordering party at its place of residence or place of business.
11.2 Italian law shall apply exclusively.
12) FINAL PROVISIONS
Should any provisions of these General Terms and Conditions and/or the contract be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision will be deemed to be replaced by a valid one that matches the purpose of the agreement or at least comes as close as possible to achieving the same commercial result originally intended by the contracting parties, had they been aware of the invalidity of the provision. The same applies to any incompleteness in the contract.