GENERAL TERMS AND CONDITIONS

The following General Terms and Conditions regulate the provision of services and/or digital content (jointly, the “Product”), between the Holden Srl with registered office in Turin, Piazza Borgo Dora 49, 10152, Tax Code and VAT No 06670280012, email info@scuolaholden.it (hereinafter, “Scuola Holden”) and the user (hereinafter, the “Contracting Party”), made through the scuolaholden.it website (hereinafter, the “Site”) or the application called Phoebe (hereinafter, the “Phoebe app”).

The General Terms and Conditions, the procedures for completing the order, for payment and the ensuing email notifications are available in Italian and English. In case of discrepancies, the Italian text takes precedence over the English text.

The General Terms and Conditions also apply where they are in paper form and certain steps in the purchase procedure do not take place online. In that case, any incompatible rules do not apply.

To the extent that certain rules are mandatory or expressly referred to in these General Terms and Conditions, Italian law shall apply.

Article 1: Recitals

The General Terms and Conditions, including the recitals, “Withdrawal Form B” and the Purchase Order form an integral and substantial part of the contract for the supply of services and/or digital content (“Product”) provided by Scuola Holden.

The General Terms and Conditions regulate – together with the particular terms and conditions in the sections of the Site and/or of the Phoebe app dedicated to the Product, as well as those of the Purchase Order – the Product’s features, the terms and conditions of use of the same and the payment fees.

References to articles and paragraphs, unless otherwise stated, are to articles and paragraphs in these General Terms and Conditions.

Article 2: Definitions

For the purposes of these General Terms and Conditions (and the Contract), the terms below shall have the corresponding meaning. Terms defined in the singular also refer to the plural and vice versa.

  1. Products: services and/or digital content, which are usually an integral part of the services, that can be purchased via the Scuola Holden website (scuolaholden.it) or the Phoebe app;
  2. Services: courses that can be used online (live or deferred) and/or in person, and digital content in the form of pre-registered video lessons (which are usually an integral part and support of the courses, but can also be identified as Products).
  3. Contract: the agreement formed by these General Terms and Conditions as brought together and integrated by the Purchase Order and by all the elements and/or annexes referred to.
  4. Contracting Party or User: the Consumer or other person so unqualified, even if acting as an agent of an entity or legal person, who, by concluding the Contract, is bound, or binds the entity, to the terms and conditions of the Contract;
  5. Consumer: any natural person who acts for purposes unrelated to the entrepreneurial, commercial, craft or professional activity that may be carried out, pursuant to Legislative Decree 206/2005 and subsequent amendments (Italian Consumer Code)
  6. Fee: price of each Product, which includes taxes and duties applicable in Italy.
  7. g. Purchase Order: email that confirms the completion of a purchase and summarises it.

Article 3: Purpose of the Contract

The purpose of this Agreement is the provision of services and/or digital content (Products) for training and advanced training offered by Scuola Holden for the Fee identified for each Product on the Website or on the Phoebe app, as well as indicated in the Purchase Order. The Contract also determines the conditions and rules for the use of the Products by the Contracting Party.

Article 4: Product purchase procedure

4.1 The Products may be purchased either through the Site or on the Phoebe App by following the procedures described further in this Article.

4.2 (only for Phoebe apps) Products can be purchased on the Site by logging in through the Phoebe app. In this case, some preliminary steps are required:

  • DOWNLOAD: select the Phoebe app on the App Store (iOS) or Google Play Store (Android). And click the install/get button.
  • REGISTRATION to Phoebe: when first logging in, the app will ask the user to register with an email address and password or to log in via their social profile.
  • LOGIN: in order to purchase a Product from Phoebe, you must also be logged in (in-app) with your username and password on the Site (i.e. in the section of the Site called “General Store”).

4.3 Purchase procedure:

4.3.1 REGISTRATION: in order to make a purchase you must be registered on the Phoebe Site or app. The Contracting Party must have a personal account, i.e. a valid username (email address) and password. To activate an account, you must register at the link https://www.scuolaholden.it/shop/mio-account/ providing your name, surname, email, residence (address, postcode, city, province, State), tax code, VAT number (if applicable) and, optionally, telephone number. Once the registration form has been completed correctly, the User receives a message with a confirmation link at the email address provided. The account is considered active and valid only after the User clicks on this confirmation link.

4.3.2 LOGIN: in order to make a purchase, you must be logged in, i.e. you must have a valid account and have identified yourself correctly by entering your email and password.

4.3.3 PRODUCT DATA SHEET: the Products are described on dedicated pages that indicate their description, features, price and the time required to receive and/or use them. If the Product is purchasable, you are given the opportunity to select it via the ‘discover’ or ‘subscribe’ functions and then add it to your shopping basket via the ‘purchase’ option; in the case of a Product not yet on sale, you can request to be informed about the individual Product selected.

4.3.4 BASKET: the shopping basket displays the list of Products selected by the User, highlighting, for each Product present, the title, which can be clicked on to return to the Product’s dedicated page and read the detailed information and price. In addition, the total Fee for all the products in the basket is shown and described. From the shopping basket it will always be possible to: delete all the Products present there, delete some of the Products, proceed with browsing without making a purchase, proceed with the purchase.

4.3.5 BILLING ADDRESS: when you decide to proceed with the purchase, you are required to provide an invoice address. If ‘private’ is selected, the following mandatory fields must be completed: first name, surname, tax code, address, postcode, city, province, country/region. Otherwise, when selecting ‘company’, the mandatory fields will be: company name, surname, VAT number, PEC, invoice recipient code, address, postcode, city, province, country/region. Following the compilation, it will be possible to: change the billing address data, abandon the purchase procedure, return to the previous page or continue with the purchase.

4.3.6 ORDER SUMMARY, ACCEPTANCE OF THE CONDITIONS OF SALE and PURCHASE: if you decide to continue with the purchase, you will see a summary of the selected products and their total price. Even at this point, you are given the opportunity to change the data entered or the desired products or to continue with the payment without making any changes. The purchase can be completed by choosing the preferred payment method from those indicated (PayPal, Satispay, credit card, bank transfer or Carta del Docente) and clicking on the button labelled ‘continue’ and then ‘place order.’ In order to proceed with the purchase, it is obligatory to read and accept these General Terms and Conditions by explicitly selecting a checkbox. Clicking on ‘place order’ entails assuming the obligation to pay for the products selected and summarised.

4.3.7 ORDER CONFIRMATION and CONTRACT CONFIRMATION/PURCHASE ORDER: once the purchase has been completed, if it has been successful, the order confirmation screen is displayed which summarises the information relating to the Products purchased (including, order number, date, total price, order and Contracting Party details). The Contracting Party also receives a confirmation email containing the Purchase Order at the email address provided. The invoice shall be sent electronically in accordance with the relevant provisions in force.

4.3.8 ACCESS: Each Contract/Purchase Order is archived by Holden Srl and, in order to obtain a copy, the Contracting Party can make a request for access by sending a notice to this effect (without any specific requirements) to the address: iscrizioni@scuolaholden.it.

Article 5: Prices, delivery and payment

5.1 The Fee, which includes the taxes and duties applicable in Italy, for each Product is indicated on the relevant page of the Site or the Phoebe app, as well as summarised during the purchase phases and in the Purchase Order. The invoice shall specify the amounts through applicable taxes and/or duties.

5.2 The charges, taxes and duties relating to the Products shall be entirely borne by the Contracting Party.

5.2.1 All expenses that the Contracting Party may have to bear in order to travel to the place set aside for the use of the Products in person (on site), as well as any charges necessary to use the Products online correctly (for example, the Contracting Party needing to have normal tools such as a computer and internet connection, etc.) shall be borne entirely by the Contracting Party.

5.3 Payment of the Fee shall be made by the Contracting Party upon completion of the purchase procedure as described in paragraph 4.3, unless the payment method by bank transfer has been chosen.

5.4 If payment by bank transfer has been chosen, the details and IBAN shall be sent to the Contracting Party in the order confirmation screen that appears at the end of the purchase procedure and in the Purchase Order, where the possibility to pay by instalments is also indicated if the Fee exceeds €1,000 (one thousand euros); the administration of Scuola Holden shall contact the Contracting Party to indicate the specific terms and instructions to be followed for the instalment and the relevant terms and conditions. In this case, the payment of the first instalment via bank transfer within the following ten days and the sending of the proof of bank transfer are requested in order to make the Contract effective and thus be able to use the Product purchased.

Article 6: Finalisation and conclusion of the Contract

6.1 The Contract is considered concluded when the User confirms the purchase by clicking on the ‘place order’ button and, if the payment for the selected Products has been successful, the order confirmation screen is displayed. In cases where payment is made at a later date (e.g. by bank transfer), the Contract is nevertheless deemed to be concluded when the User confirms the purchase by clicking on the button marked ‘place order’ and the order confirmation screen is displayed. However, in the event of non-payment on time, Scuola Holden may suspend its services and terminate the contract pursuant to Article 12.

6.2 In all cases where the User is not a Consumer, the Contract shall be concluded at the premises of Scuola Holden.

6.3 In the event that the General Terms and Conditions are received by the Contracting Party in hard copy or other durable medium (pdf, email and the like), the Contract shall be deemed to be concluded when Scuola Holden receives the relevant signed documentation (Scuola Holden reserves the right to request that the same be sent by return receipt). Even in this case, if the Fee is not paid within the time limit, Scuola Holden may suspend its services and terminate the contract pursuant to Article 12.

Article 7: Duration of the Contract and Minimum Obligations of the Contracting Party

7.1 Except in cases where the Product consists of digital content rendered wholly and immediately to the Contracting Party in return for the payment of the foreseen Fee, the Contract shall have a duration equal to the duration established for the use of each Product in line with, for example, the calendar of lessons (whether online or on site).

7.2 The Contracting Party’s minimum obligations are: to pay the Fee in full in the manner chosen, provided on the Site or on the Phoebe app and/or indicated subsequently in the case of instalments (where made possible by Scuola Holden as indicated in paragraph 5.4); to comply with the particular rules of use provided by the Contract and/or by the instructions and manuals provided by Scuola Holden (also in-app or within the sections of the User’s personal account); to comply with the normal civil and cohabitation rules in the case of use of the Product in person (on site).

Article 8: Consumer’s right of withdrawal

8.1 The Consumer has the right to withdraw from the Contract, without any penalty and without having to give any reason, within 14 (fourteen) days from the Conclusion of the Contract.

8.2 The right of withdrawal shall be deemed to have been exercised within the term indicated by sending a registered letter with acknowledgement of receipt to the address “Holden S.r.l., Piazza Borgo Dora n. 49, 10152 Torino”:

  • a written notice making an explicit decision to withdraw

or

  • “Withdrawal Form B” (received at the conclusion of the Contract) duly completed in its entirety.

8.3 In the event of withdrawal, Scuola Holden shall normally reimburse all payments received by the Consumer without undue delay and, in any case, within fourteen days from the day on which it is informed of the decision to withdraw from the Contract (i.e. the day on which it receives the registered letter with return receipt). Reimbursement may be limited or excluded in accordance with the exceptions set out below.

8.4 In the event that, within the period during which the Consumer may exercise the right of withdrawal, the Consumer has already used part of the Product, the refund provided for in paragraph 8.3 shall not be full, but reduced by the value corresponding to what has actually already been used.

8.5 The right of withdrawal, and reimbursement, is, however, completely excluded for the Consumer in both of the following cases:

  • the Product consists of a service (course) and/or a service that includes digital content and, within the withdrawal period, the service has been fully provided (e.g. the Consumer subscribes to and takes a course that starts and finishes within 14 days);
  • the Product consists of digital content and this has been provided to the Consumer within the withdrawal period (e.g. Product consisting of pre-recorded video lectures or on-demand).

Therefore,in such cases, withdrawal may no longer be exercised by the Consumer after full use of the Product, even though the 14 (fourteen) day period has not expired.

8.6 The right of withdrawal under this Article (14 days and without justification) is finally always excluded in any case in which the Contracting Party does not qualify as a “Consumer” under these General Terms and Conditions and Italian law.

Article 9: Intellectual Property Rights

9.1 The Contracting Party undertakes to respect the intellectual property rights relating to the Products, which he/she undertakes to use and avail of exclusively in the manner and within the limits indicated on the individual pages of the Site and in the dedicated section of the Phoebe app, as well as based on the provisions of these General Terms and Conditions.

9.2 The Contracts do not result in the assignment, even partially, in any way or form, of rights to the Products.

9.3 The Contracting Party undertakes not to reproduce, retransmit, transcribe, perform, represent or recite in public, communicate to the public, distribute, translate, rent, disseminate, in any manner and/or form, fully or partially, or in any part of the world, the Products and, in particular, the lessons or digital content.

9.4 The foregoing also applies to the contents of the Phoebe app, with the exception of the possibility of sharing own activities and work on personal social media profiles via the aforementioned app.

Article 10: Complaints and Assistance

10.1 Any complaints should be addressed to Holden Srl, at its registered office in Turin, Piazza Borgo Dora 49, 10152, or to the email address: iscrizioni@scuolaholden.it.

10.2 Any complaints or requests for assistance relating to technical problems or malfunctions of the Site should be sent by email to: generalstore@scuolaholden.it.

10.3 For Classi-fy-related support requests, please send an email to classify@scuolaholden.it.

10.4 For enquiries concerning the Phoebe app, please send an email to iscrizioni@scuolaholden.it.

Article 11: Amendments

11.1 The Contracting Party declares that he/she is aware and expressly accepts that, given the nature of the Products, especially those courses that are to be followed over a considerable period of time, it is possible that certain modes of use may vary to a minimal and tolerable extent (e.g. change of the date on which the lesson is held or change from on-site to online use of certain lessons). This can also, and in particular, occur in connection with force majeure (fires, floods, earthquakes, imperative orders from the authorities, pandemics and epidemics and similar unavoidable events).In such cases, the Contracting Party shall not be entitled to any reimbursement or compensation.

11.2 Scuola Holden reserves the right to unilaterally amend these General Terms and Conditions for justified reasons, which may be related to the purpose of general improvement of the Site and the service. In such a case, Scuola Holden shall notify the Contracting Party of the changes via the email indicated, highlighting and justifying the same. If the changes result in a price increase, the Contracting Party shall be entitled to withdraw from the Contract within 10 days of such notice, with a refund of any sums already paid for Products, or parts thereof, not yet used.

Article 12: Suspension of Service and Express Termination Clause

12.1 Scuola Holden reserves the right to suspend and/or discontinue the use of the service or to disconnect (temporarily or permanently) the User’s account without any reimbursement, compensation and/or indemnity, with subsequent deletion of the account, if the User is in breach of his/her obligations or violates other legal requirements. Delayed payment of instalments due under a deferment agreement (where applicable) is also considered a breach. Scuola Holden will send notice requesting compliance or cessation of the offending conduct.

12.2 In the event that the unlawfulness of the Contracting Party’s behaviour does not cease, as well as if there is a breach or non-performance deemed to be serious by Scuola Holden in its sole judgement, the Contract shall be automatically terminated with immediate effect upon simple notification to the Contracting Party to that effect.

Article 13: Indemnity Clause

The Contracting Party agrees and acknowledges that Scuola Holden is exonerated from any liability deriving from damage to persons and/or property caused by his/her own unlawful behaviour during – or in relation to – the use of the Products, also in the case of any external outings and/or guided tours organised by Scuola Holden, where this is provided for.

The Contracting Party, in any case, also agrees and acknowledges that Scuola Holden is exempt from any liability for any damage to his/her own person and/or property that may occur during external trips and/or guided tours organised by Scuola Holden outside his/her premises and in which he/she chooses to take part as part of the use of the Product, where this is provided for.

Article 14: Force Majeure

The Contracting Party agrees and accepts that Scuola Holden shall under no circumstances be held liable towards the Contracting Party or third parties for any delay or failure to fulfil its obligations due to unforeseeable circumstances or force majeure such as, but not limited to, actions by public authorities, floods, fires, explosions, accidents, public transport strikes, acts of war, impossibility of transport, pandemics and epidemics, earthquakes, and similar events beyond Scuola Holden’s control.

In such cases, Scuola Holden undertakes, where possible and reasonable, to allow the Contracting Party to use the Product (e.g. by rescheduling certain lessons or Courses).

 

Article 15: Applicable Law and Jurisdiction

15.1 The Contract and the relationships arising from it are governed by Italian law.

15.2 Without prejudice to the application of Article 66-bis of Legislative Decree 206/2005, with regard to cases in which the Contracting Party qualifies as a Consumer, disputes relating to the Contracts (including those relating to their validity, interpretation and performance) and to the relations deriving therefrom shall be submitted to the exclusive jurisdiction of the Court of Turin.

Article 16: Miscellaneous, final provisions.

Except as provided in Article 11, no exceptions or amendments to the Contract are permitted except by agreement in writing.

Any inaction or forbearance on the part of Scuola Holden with respect to the Contracting Party or the User’s default or breach does not imply a waiver or acquiescence of any right or action that Scuola Holden has under the Contract itself or the law.

The invalidity and/or ineffectiveness of individual provisions or clauses of the Contract shall not affect the validity and effectiveness of the remaining provisions or clauses.

This Contract is personal and non-transferable by the Contracting Party to third parties, as are the rights contained herein, unless otherwise specified by Scuola Holden.