1. Definitions

The definitions below constitute an integral part of these Terms.

"3DIEMME" means 3DIEMME® S.r.l. an Italian company with registered address in Via Risorgimento 9, 22063 Cantù, (CO) Italy;
"Account" means the account as a registered customer, required to download or purchase the Products or the other Services available in the Site; 
"Product" means the RealGUIDE ™Z3D software and related subscription packages which may be downloaded and purchased from the Site;
"Services" means technical support services that are offered to You upon request which are charged by the hour;
"Site" means the website www.realguide.com;
"Team of Experts" means any experts, including other users of RealGUIDE software , or dedicated experts at Zimmer Biomet, Implant Concierge, 3Diemme and third parties authorized partners with whom You have the possibility to share Your project in the cloud;
"Terms" means these terms and conditions, including any other terms incorporated herein by reference;
"You" means any professional individual (e.g.: dental technician, dentist, etc.) or company who is using the Site and/or is purchasing Products or Services from Zimmer Biomet Companies for professional purposes;
"Zimmer Biomet Companies" or "We" (and any declension of such term), means the entities responsible for the provision of the Products and Services offered in the Site, including 3DIEMME as owner of the Site, and their affiliated companies.

2. General conditions of sale

• Payment information: If You wish to purchase Products or Services, You will need to provide certain information relating to Your purchase, including payment information. Such information will be treated as described in Our privacy notice. All information You provide to the Zimmer Biomet Companies, or external payment processors must be accurate, current and complete. You ensure and warrant that You have the right to use any credit card, or other means of payment, used to initiate any transaction. You agree to pay all charges or fees that You or any user of Your Account have incurred by using the Site and purchasing Products or Services. You will also be responsible for paying any applicable taxes or duties relating to Your purchases. Verification of information related to a purchase may be requested before Our acceptance of any order. 
• Products available for download: Products will be directly available for download from the Site. By downloading the Product You agree to be bound by these general conditions of sale, as well as the applicable software license agreement. 
• Subscription packages: Certain Products and features will be available for free or will benefit of a free-30-day trial, as described in the Product’s information pages of the Site, in the Product’s interface or by the customer service. Upon expiration of the free trial, You may continue to use the free features of the Product or You will be required to choose a subscription package.
• Purchase order and acceptance. In order to purchase a Product (including a subscription package) or a Service, You will need to contact Us via the Site or through customer service local team. Once Your request has been processed, You will receive an e-mail confirming the receipt of Your order and a copy of these Terms and any additional information materials. All Products or Services contained in an order which has not been confirmed by Us by email are not accepted. If available, You may also purchase a Product or a subscription package directly from the Site. You will be required to follow the instruction therein provided in order to finalize Your order.
• Seller: When You purchase a Product (including a subscription package) or a Service the seller will be the Zimmer Biomet Company indicated in the order acceptance e-mail.
• Compliance with the law: By placing an order, You are fully aware of the fact, and implicitly declare that, the Products ordered will be used exclusively in compliance with the law.
• Product availability: Some Products or Services may not be available in all markets or may not be approved / authorized by the relevant bodies or may not be licensed for sale.
• Product changes and updates: the Zimmer Biomet Companies are continuously striving to improve their Products; therefore, the Zimmer Biomet Companies reserve the right to improve, modify or discontinue Products at any time, or to change specifications and prices without prior notice and without incurring in obligations of any kind. Price changes shall not apply to orders already accepted by the Zimmer Biomet Companies.
• Software Purchases: The use of the Product is subject to a software license agreement which You are required to read and accept in order to use the Product. If You are unable to accept it, You shall not use the Product.
• Payment terms: 
  • The  standard payment terms are 30 days -
  • For subscription packages, including annual subscriptions paid monthly, in Spain, France, Germany, Netherlands the only available payment method will be by direct debit, unless otherwise agreed. 
  • Further payment conditions can eventually be agreed via email. 
  • Prices are expressed in Euros, GBP or CHF depending on your country/region. 
  • The price agreed shall be the one indicated in the order confirmation. 

• Limitation of Liability 

• You assume all risks and responsibilities arising from the use of the Products or of the Services, whether they are used independently or in combination with other products or services not made by the Zimmer Biomet Companies.
• Save for gross negligence or wilful misconduct, under no circumstances will the Zimmer Biomet Companies be liable to You, to the Team of Experts or any third party for loss of profits, for treatment failure to comply with generally accepted standards of dental practice or for any other direct or indirect, accidental or consequential damage resulting or arising from the design, composition, conditions, use or performance of the Products or of the Services.
• Under no circumstances will the Zimmer Biomet Companies be liable for the services performed by third parties, including the concierge services available in the Product. You acknowledge and agree that such concierge services are offered by independent third parties and expressly waive any claim related to such concierge services against the Zimmer Biomet Companies. 
• Without prejudice to the warranty provided under these Terms, the Zimmer Biomet Companies do not offer any other warranty, express or implied, written or oral, with respect to the Products or the Services, including warranties of merchantability or fitness for any particular use. 
• Although the information and recommendations in the Site are presented in good faith and in the belief that they are correct, no formal assurances or warranties are made as to their completeness or accuracy. The information is provided on the condition that the persons receiving it, before putting it into practice, make their own decisions regarding the suitability of such information for the specific purposes. Under no circumstances will the Zimmer Biomet Companies be liable for damages of any nature deriving from the use of, or from the reliance made on, information from the Site or Products or Services to which the information refers. It is strongly recommended to attend and complete a recognized postgraduate implantology course, and to strictly adhere to the procedures described in the instruction manuals to the Products and in the related instructions for use. Neither the Products, the Services, nor any information made available by Us are intended to replace the services of a licensed professional healthcare practitioner, or to replace the medical advice of treatment providers.
• No guarantees are made on the accuracy of descriptions, images, references, features, contents, specifications, prices and availability of the Products or the Services displayed on the Site and the Zimmer Biomet Companies do not assume any liability for any errors or omissions in such materials.

3. Termination

You, may terminate Your access to the Site and Your Account at any time, with or without reason. We may suspend or terminate Your access to the Site and/or Your Account for convenience with 30 days’ advance notice, or immediately if (A) You have materially breached the following provisions of the Terms: Article 2.1 (Payment information), Article 2.6 (Compliance with the law), Article 2.10 (Payment terms); (B) Your use of the Site or of Your Account has harmed or We deem it might harm Us or any other third party.  Upon termination in accordance with above mentioned breaches , Your right to access or use the Site will cease immediately and You will have no further access to any information, files or materials related to Your Account. No liability will arise towards You or any third party as a result of the interruption of the rights to access to Your Account.

4. Governing Law and Jurisdiction

These Terms are governed by the law applicable where the local entity of the Zimmer Biomet Companies selling the Product or the Services to You has its registered office, without reference to any applicable conflict of laws or the UN Convention on Contracts for the International Sale of Goods (CISG).  All disputes between the parties in relation to the subject matter of these Terms will be exclusively adjudicated in the local Court of the city where the local entity of the Zimmer Biomet Companies selling the Product or the Services to You has its registered office (as indicated in Your order confirmation).

5. Additional condition only applicable for Italian selling company users:

Specific acceptance of contractual clauses pursuant to art. 1341, second paragraph, of the Italian Civil Code 

Pursuant to Article 1341 of the Italian Civil Code, You expressly acknowledge that You have read, understood and accepted the following articles of the Terms: article 2.11: "Limitation of liability"; article 3 “Termination”; and article 4: "Governing Law and Jurisdiction"