REGULATIONS CONCERNING SUBSCRIPTION INTO Alitalia - SocietĂ Aerea Italiana in a.s. VENDOR LIST
- QUALIFICATION PROCEDURE -
CONTENTS
1. DEFINITIONS
2. PURPOSE AND SCOPE
3. ADMISSIBLE PARTIES
4. PROHIBITED SUPPLIER PRACTICES
5. SUPPLIER ENROLMENT SYSTEM: QUALIFICATION PROCEDURE
6. SUPPLIER’S GENERAL DECLARATION
7. EFFECTS OF QUALIFICATION
8. SUPPLIER’S LIABILITY
9. LIMITATION OF LIABILITY
10. SUSPENSION/CANCELLATION FROM ALITALIA SUPPLIERS REGISTER
11. DURATION AND RENEWAL
12. DISABLEMENT
13. CHANGES TO THE REGULATION
14. COMMUNICATION BETWEEN THE PARTIES
15. PROHIBITION OF RESALE OR COMMERCIAL USE OF THE SERVICES
16. PROCESSING OF PERSONAL DATA
17. PROPERTY RIGHTS
18. APPLICABLE LAW AND COMPETENT COURT
19. CONFIDENTIALITY
20. COMPLIANCE WITH ETHICAL STANDARDS
1. DEFINITIONS
For the purposes of this Regulation the following:
ALITALIA: Alitalia – Società Aerea Italiana S.p.A. in extraordinary administration, in its name and on behalf of its subsidiary and/or associated companies Alitalia City Liner S.p.A. and Alitalia Loyalty S.p.A. (hereinafter Alitalia Group Companies). Any and all representations made by the Supplier to Alitalia, therefore, shall be deemed as made to Alitalia Group Companies.
Supplier: contractor, goods supplier or services dealer, organized as individual entity, even of artisan nature, commercial enterprise, cooperative or association of entrepreneurs approved in accordance with this Regulation to participate in procurement proceedings;
Parties: Alitalia and the Supplier considered collectively (if considered singularly, then “Party”);
Regulation: the present document which the Supplier declares to know and accept in its entirety;
Alitalia Vendor List: updated list of suppliers of proven professionalism and unquestioned integrity and reliability of proven economic and financial, that Alitalia considers fit to be interviewed after a call, tendering, procurement held by it and / or any of the Group Companies Alitalia;
Suppliers Enrolment System: selective procedure after which the Supplier entitled for being a suitable participant (after invitation) in all procurement proceedings made by Alitalia. The system is open to all interested suppliers and is divided into the stages of Registration, Accreditation and Qualification;
Website: Alitalia web-based area dedicated to Suppliers accessible at the address www.acquistiaz.it, where the necessary services and technological tools are available for completing the qualification procedure;
Document: a series of information items organized in a standard format to be acquired by computerized systems;
Username: identifying name used by the registered supplier;
Password: alpha-numeric code combination that, together with Username, enables the system to authenticate a Supplier;
Access codes: Username and Password considered collectively;
Registration: sequence of steps (self-presentation, reviewing and accepting both the Regulations and self-certification document) that must be completed to obtain the authorization;
Accreditation: status obtained by a Supplier, correctly registered, after providing the requested documents, as specified in paragraph 6;
Qualification: status obtained by an accredited Supplier after verification of all the required data for the category of goods chosen, and after questionnaire and economic and financial analysis evaluation.
General Declaration: Supplier’s General Declaration – see paragraph 6 – downloadable from Alitalia Web site.
Categories of goods: categories of goods, including supplies, works and services, which Alitalia is interested in procuring;
Questionnaire: collection of questions aimed to verify the subsistence of all the requisites required for the Qualification;
Company reference: the person identified autonomously by the Supplier. The Company reference will be considered by Alitalia the sole reference and the sole contact for exchange of any correspondence;
Records: electronic files containing paperwork, data, documents and information concerning on-line procurement procedures;
Log file: file where all Operations performed by an application or a server during a determined time frame are recorded;
Information: all information exchanged, either before or after the date of signature of this Regulation, between the Parties (or related persons), both orally and in writing, or whatsoever collected and regardless of whether or not they are identified as confidential, as well as the information, models - financial or management related - clients’ or business partners’ names, business transactions proposals, reports, plans, market projections, promotional materials, data or other confidential information, analysis, working papers, data collection, comparative tables, studies and any other documents which contain, reflect or are based on the above mentioned information.
Related parties: in respect to each Party, its subsidiaries / affiliates or parent / participants, employees, officers, agents, and representatives, including, but not limited to, consultants, accounting, legal, tax and other advisors, to the extent of their involvement in the activities referred to in this Regulation.
2. PURPOSE AND SCOPE
This Regulation establishes the general terms and conditions for the enrolment into the Alitalia Vendor List for all present and potential Suppliers.
This system concerns all companies interested on maintaining business relations with Alitalia and grants an updated list of technically certified and financially reliable parties, to be referred to, for tenders issued by Alitalia.
Alitalia relies on a negotiating platform for managing online events, (also called "Events") carried out with the help of electronic media, specifically available to link www.alitalia.bravosolution.com.
The platform, built on technological tools owned by BravoSolution Spa and licensed to Alitalia, consists of a hardware and a software system for the execution of these events online. Necessary condition to participate, upon invitation, at the events promoted by Alitalia, is the registration in the Alitalia Suppliers Register. At this aim the Supplier shall give true and correct data and all necessary or useful information to Alitalia for his identification. Alitalia will enable the user to the negotiating platform, where necessary. The Supplier may participate in events, using a standard personal computer equipped with a Web browser connected to the Internet access that meets the minimum configuration required by the platform. For more details see the "Regulations for the use of the platform Negotiating" published on the website www.alitalia.bravosolution.com.
3. ADMISSIBLE PARTIES
Parties eligible for the Vendor List procedure are: individual entities, including artisans, commercial enterprises, cooperatives, consortiums, A.T.I.’s (Associazione Temporanea di Imprese – Temporary Association of Enterprises), GEIE’s (Gruppi Economico di Interesse Europeo – Economic Groups of European Interest) also from other countries which Italy or the European Union has reached understandings or reciprocal agreements to guarantee access to the market in service sectors covered by the system.
4. PROHIBITED SUPPLIER PRACTICES
4.1 Suppliers are expressly forbidden to make more than one request for Registration for the same category of products and services.
4.2 The Registration procedure must not be repeated for the same category even when it is made the first time on an individual basis and in a second instance in an associated form;
4.3 Registration shall also not be made for the same category by Parties belonging to more than one Consortium or GEIE already entered in the system.
5. SUPPLIER ENROLMENT SYSTEM: QUALIFICATION PROCEDURE
The Qualification procedure takes place in three main steps (REGISTRATION – ACCREDITATION – QUALIFICATION)
a) In the First step the Supplier must:
- accept the Personal Data Protection Clauses;
- carefully read all terms and conditions of the Regulations. By using the option “Confirm”, Suppliers declare that they have carefully read and fully accept all terms and conditions of this Regulation;
- enter the requested Company data, master user data and Legal representative data;
- choose his personal Username to access in the Website;
- subscribe declaration of non-presence within the cd "Reference lists" as published in the "Financial Information Unit" on the website of the Bank of Italy
At the end of these actions the Supplier assumes the status of Registered.
b) In the Second step the Supplier, duly Registered, will be able to access the Accreditation phase, in which he must send, by registered letter or by email with digital signature, a self-certification using the “Supplier’s General Declaration”, downloaded from the Web site as per paragraph 6;
The correctness and completeness of the data and documentation allows Alitalia to give the Supplier the status of Accredited.
After Accreditation the Supplier will be entitled to continue the Qualification process.
c) In the Third step the Supplier entitled to continue the Qualification process must:
- Select the category of goods or services relating to its business;
- Fill in the online questionnaire in relation to the categories of goods or services previously chosen.
Alitalia will verify and evaluate the information entered in the questionnaire.
At this point, Alitalia will carry out an economic and financial stability evaluation of the supplier based on information submitted by the supplier and/or obtained by a third party.
The positive evaluation allows Alitalia to give the Supplier the status of “Qualified”.
In case of negative economic and financial evaluation, the Supplier will keep the status “Accreditated” and he will be able to start a new Qualification process at the date stated by Alitalia.
Once the Supplier Enrolment procedure has been correctly completed, Alitalia will be responsible for keeping all documentation forwarded to it in safe custody.
Each Supplier shall be solely responsible for updating its own data and information.
Qualification will have a maturity date, after that date the Supplier status turns into “Accreditated”, and he will be able to confirm or modify the information given and/or answer new questions in order to renew Qualification.
6. SUPPLIER’S GENERAL DECLARATION
6.1 For the proper accreditation and the subsequent qualification, the Supplier shall send, by registered letter with original signature or by email with digital signature, a self-certification using the “Supplier’s General Declaration”, downloaded from the Web site, and to forward this by letter preferably in its own letterhead with stamp and signature of its Legal Representative together with a copy of the Legal Representative passport. Such General Declaration Shall confirm the possession of the following requirements, to the extend applicable:
• that the company is duly registered with the Company Registry Office in its own country;
• that the company is not in a state of bankruptcy, liquidation, controlled administration, composition with creditors, enforced administrative liquidation or any other procedure affecting creditor’s rights is pending against the company, and that no procedure is ongoing for the purpose of declaring such situations;
• that the company is not in a state of suspended trading activities and that such a situation has not existed during the last five years;
• that the company and its representatives and/or administrators have not been convicted or sentenced for any for any offense concerning professional/ethics conduct, financial or tax crimes;
• that the company is up-to-date with payment of taxes and fiscal charges due under the legislation of the country of origin and/or of the foreign countries where it carries out its principal activities, and that the company has all the permits and/or authorizations required for the correct and full operation of its activity;
• that the company fulfil all its obligations concerning the protection of the health and safety of employees in the workplace and, more generally, that the Company is compliant with any and all applicable laws and regulations regarding employees;
• that the Company has duly fulfilled obligations relating to payments of social security contributions and health contribution on behalf of their employees;
• that the Company is in compliance with the rules governing the right to employment of disabled people, where applicable;
• that the Company is able at any time to document the foregoing;
In addition, the Supplier shall:
• Provide, where applicable, the list of partners/shareholders, or any companies that are closely linked or controlled;
• Subscribe Alitalia standard clause according to Italian Legislative Decree 231/2001;
• Give consent to the processing of personal data in accordance with applicable Italian Law.
In the case of consortiums or GEIEs, the above documentation shall be provided by each of the member companies.
6.2 The Supplier Accreditation and Qualification processes shall be suspended until the all the documents specified in paragraph 6 are received, to be forwarded within the term and in the manner indicated therein.
6.3 Moreover, following a request from Alitalia the Supplier hereby undertakes to rapidly make available documentation that the former believes it must necessarily review and, if necessary, include for qualification purposes.
6.4 In the event the Supplier should fail to comply with the above undertaking, this shall be considered a serious breach of obligations established in these Regulations and shall legitimately give Alitalia the right to suspend qualification immediately and without prejudice whatsoever.
6.5 Notwithstanding the requirement to register and store documents exchanged either electronically or in paper form, the Supplier is aware that Alitalia, or third parties, will fully record all documents in chronological order in the form in which they have been transmitted and received.
6.6 The preceding documentation and system records and all other computerized records concerning on-line procedures and transactions cannot under any circumstances be modified by the Supplier.
Modifications can only be made by means of the specific procedure established for this purpose.
7. EFFECTS OF QUALIFICATION
7.1 Obtaining Qualification in no way constitutes an automatic right to participate in conventional and/or on-line Bids / Auctions.
7.2 Qualification of a Supplier shall not give rise to any form of obligation for Alitalia: data entered in the Web site shall be evaluated by Alitalia, which will adopt objective criteria to evaluate the Supplier and shall be free to invite the Supplier to participate in individual proceedings concerning goods or services in its category.
8. SUPPLIER’S LIABILITY
8.1 During the Registration phase the Company Reference will choose a Username in order to enter the Web site. The Password will be automatically generated by the system. In any moment the Company Reference could change the Password in the manner indicated by the system.
8.2 The Company Reference shall be solely and entirely responsible to maintain the secrecy and discretion of the access code and consequently shall be the sole responsible for all the uses of the access code, even in case of no authorization.
8.3 The Company Reference recognize that knowledge by third parties of the access code allow the latter to access the system.
Moreover, the Supplier, by sending an e-mail (to the address acquistiaz@alitalia.it) shall communicate to Alitalia any unauthorized uses of the access code by third parties. In case of access code abuses the Supplier indemnify Alitalia from whatsoever request for damages or compensation.
8.4 Users shall utilize the Services of the Web site solely for purposes allowed by this Regulation.
8.5 Users shall be solely and entirely responsible for the content of messages and texts sent personally or on their behalf to third parties by means of the Services, recognizing their own sole responsibility in this regard and indemnifying Alitalia and parties associated with or controlled by it, its representatives, employees and any partner of Alitalia from whatsoever request for damages or compensation.
9. LIMITATION OF LIABILITY
9.1 The Supplier recognizes and accepts that use of the services takes place solely at its own risk.
Except as established by law, Alitalia does not provide any guarantee that the on-line system meets a Supplier’s requirements or that it is uninterrupted, secure or error-free.
9.2 Alitalia declines all responsibility in the event Users are unable to utilize the web site because of poor service of any nature.
9.3 Furthermore, Alitalia shall not be held liable for any damages deriving from a lack of authorization of the Supplier because of malfunctioning of the Web site where the latter occurs for reasons outside of what Alitalia can reasonably be expected to control.
9.4 In any event, Alitalia cannot be held responsible for whatsoever damage deriving from an impossibility to utilize one or more Services or the temporary interruption of any one of these.
10. SUSPENSION/CANCELLATION FROM ALITALIA SUPPLIERS REGISTER
10.1 The Supplier will be periodically evaluated in order to verify the respect of requirements expected for his category of products or services.
10.2 If the requirements expected fail or if there are any doubt that the Supplier can’t guarantee the standards required, Alitalia shall have the right to suspend the Supplier from Alitalia Suppliers Register.
10.3 Alitalia shall have the right to suspend or permanently interrupt the Services relating to the Suppliers Register at any time and without giving notice in the following cases:
• when a User uses the Website Services for illegal purposes or to transmit or exchange material that is illicit, harmful, racist, slanderous or defamatory, invades the privacy of another, abusive, menacing, damaging, vulgar, obscene or otherwise criticisable or that violates, or may violate intellectual or industrial property rights or other third-party rights;
• when a User exploits the Web site to transmit or exchange viruses, chain-letters or for mass unsolicited distribution of emails;
• when a User fails to provide updated, complete and truthful personal data;
10.4 The Supplier may be readmitted from suspension by demonstrating that the impediment for Qualification has effectively been removed.
10.5 A Supplier’s Qualification will be completely and definitively cancelled if it has:
• terminated the activity of interest to Alitalia;
• renounced a bid and/or supply contract awarded to it by Alitalia without providing a suitable reason;
• entered into bankruptcy, compulsory liquidation, termination or suspension of activity, composition with creditors or whatsoever concurrent proceedings;
• been convicted with no right of appeal or has bargained an offence concerning the entrepreneur’s professional morality and/or professional conduct;
• been guilty of making false declarations when providing business information requested by ALITALIA;
• in all cases where in ALITALIA’s unquestionable judgement it is impossible to establish business relations with a Supplier.
11. DURATION AND RENEWAL
The validity of data entered by the Supplier in the Web Site shall be two years from the time the Qualification procedure has been completed.
After the Qualification ending date, the Supplier turns into “Accreditated”, and will be able to confirm or modify the data previously entered in the system. In case of updating data, Alitalia will give a new evaluation. In case of no confirmation or action, the Supplier will remain “Accreditated”.
12. DISABLEMENT
12.1 Each Supplier shall have the right to withdraw at any time by making a request in this regard, which shall be sent by email with a minimum notice period of 30 days.
12.2 Withdrawal will in no way affect performance of undertakings already made, which shall therefore be performed in full.
13. CHANGES TO THE REGULATION
Alitalia expressly reserves the widest possible rights to change and/or supplement the content of these Regulations. In this case, the new version of the Regulations will be published on the Web site.
14. COMMUNICATION BETWEEN THE PARTIES
14.1 All correspondence from Alitalia will be sent by email to the mailbox indicated by the Supplier at the time of Registration.
14.2 Email messages received and/or delivered from the mailbox indicated by the Company Reference shall constitute full and exclusive proof between the Parties as regards the content / date and time of documents / messages exchanged.
14.3 The Supplier shall immediately inform Alitalia, by means of access to the Supplier section, of any changes to data registered or every change regarding the company’s organization structure in such cases Alitalia, after has reviewed the change, will either confirm validity of the previous Registration or, if one of the conditions expressly mentioned in Art. 10 has arisen, it will inform the Supplier that the relevant qualification has been suspended or cancelled.
14.4 The Parties hereby undertake to inform each other immediately if there are difficulties with the connection.
14.5 If the Supplier experiences unusual difficulties or finds it impossible to utilize Services made available on the Web site, then it shall take steps to resolve the problem and immediately inform Alitalia of the difficulty.
14.6 If documents transmitted electronically should be altered as a result of coding errors, faulty or unreliable automatic electronic procedures, the Parties shall immediately inform each other of this fact and make appropriate corrections, after which the documentation concerned shall be sent again.
15. PROHIBITION OF RESALE OR COMMERCIAL USE OF THE SERVICES
The Supplier’s right to use the Website Services is a personal and non-assignable right.
Suppliers are expressly forbidden to resell or make any other commercial use of the aforementioned right.
16. PROCESSING OF PERSONAL DATA
16.1 According to the Regulation(EU) no. 679/2016 (“Privacy Regulations”), the Participant agrees that his own personal data are subject to treatment by Alitalia, included their communication to third parties, if they are functional to the purposes of the Regulations. In particular, the Parties acknowledge that any decision/statement with regard to the purposes, conditions of processing of personal data collected to allow the inclusion in the Alitalia Vendor List, and the relevant actions – including the protection activities –, is exclusively in charge of Alitalia as data controller (the “Data Controller”).
16.2 ALITALIA will store the Registrations found in the log file generated by the system: these Registrations shall be deemed unique and complete proof with regard to the content and timing of each message and/or document exchanged by the parties.
16.3 Data provided to Alitalia as part of the registration, accreditation, qualification processes will be stored in specific databases and will neither be disseminated nor communicated to third parties except in cases and by methods prescribed by law.
16.4 In the event that services requested should be managed by other companies, the latter will be made aware of data provided by the Supplier concerned, within the limits of what is required in order to perform their activity correctly.
16.5 By giving their consent Suppliers also declare and guarantee that the personal data entered is true, correct, complete and up-to-date at the time of qualification.
16.6 Participant can contact at any time Alitalia, as data controller, in order to exercise his own rights provided for by the Privacy Regulations following the terms set forth in the privacy policy available at the following link [http://www.acquistiaz.it/upl/Informativa%20Privacy_download/Privacy%20Policy.pdf].
17. PROPERTY RIGHTS
The Supplier guarantees that all the data, the photos, the images, the messages or any other kind of material provided on the Web site or any other Alitalia web site are at his own disposability and do not violate any right of third parties, included, as way of example only, copyright, distinctive signs and patents. The Supplier commits himself to release and hold harmless Alitalia from any action, demand and/or request from third parties related to the above and to substitute Alitalia in possible judgements raised by third parties against the latter.
The Supplier shall therefore refund Alitalia the amounts paid as compensation for damages due or consequent to the violation of the said intellectual property right.
The Supplier acknowledges that all contents, information and databases inserted by Alitalia in the Web site may be used by the Supplier only with the purpose of complying with these Regulations. It is in any case forbidden to the Supplier any other use, included copying, selling, modifying, distributing, transmitting, republishing, even partially, all the contents, the information and the databases provided on the Web site. The Supplier likewise agrees his own data, included those having technical and commercial content, provided on the Web site and different than the personal data subject to treatment according to the Regulation(EU) no. 679/2016, to be freely used by Alitalia, who has the faculty to disclose them to other airlines companies (bound to Alitalia through commercial agreements, partnerships or collaboration relationships), and to its own external consultants, that can have to use them in the execution of their own task.
18. APPLICABLE LAW AND COMPETENT COURT
18.1 The Rome Law Courts shall be deemed competent for all controversies and disputes that may arise between the parties as regards validity, interpretation or performance of the Regulations, notwithstanding the right of Alitalia to petition the Court in the place where the Supplier has its registered offices.
18.2 Italian law shall always be deemed the applicable law.
19. CONFIDENTIALITY
19.1 The Parties mutually acknowledge the confidential nature of the Information exchanged for the purpose of carrying out the activities referred to in this Regulation and therefore warrant and undertake each other to treat as confidential any information of which they will become aware during, or in connection with, any activity referred to into the Regulation, including information exchanged prior to the signing of the same. Each Party, therefore, agrees to not disclose the Information to any third party without the prior written consent of the other Party and to refrain - without the prior written consent and subject to the provisions of this Article - from disclosing, copying, or reproducing the information in any manner and trough any tools, directly or indirectly, and further refrain from use the information for purposes other than for the purpose of carrying out the activities referred to in this Regulation.
Each Party may disclose the Information to its Related Persons who need to be aware of such information for the purpose of carrying out the activities referred to in this Regulation, provided that such persons shall be informed of the confidential nature of the Information and agree to use it them in accordance with the provisions contained herein. Each Party shall be jointly and severally liable with its respective Related Persons for any violation of this Article.
In the event that a Party (or its Related Persons) is required by any law, regulation or judgment, to disclose the Information, the same shall promptly notify the other Party of the reasons for, and the nature of, the disclosure in order to enable such other Party to protect its rights under this article.
In the event that a Party is required to disclose the Information in accordance with the provision of this article, such Party may not provide all the Information indiscriminately, but should provide only the Information strictly necessary to properly meet the above requirements and must ensure that such Information will, however, treated as confidential.
19.2 Should not be considered as confidential pursuant to the provision of this article Information that (i) are available to public at the time of their communication/ divulgation; (ii) subsequently become available to public through a source other than the receiving party and its Related Persons; (iii) subsequently become available to the receiving party or its Related Persons, on a non-confidential basis, from a source other than the owner party and provided that such owner party is not obliged to the other, or it Related Persons, contractually or by law, to keep them as confidential or (iv) shall be communicated and made available to public in accordance with the provisions of any law, regulation, judgment or order of any governmental authority or other competent authority.
19.3 If, for any reason, a Party is no longer interested in evaluating and / or participating to the activities covered by this Regulation, it shall promptly formally notify the other Party and shall, at its own expenses, either: (i) promptly destroy all copies of documents in its possession that contain the Information and give confirmation of destruction to the other Party or (ii) return to the other Party all copies of documents in its possession that contain the Information.
19.4 The obligations provided by this article 19 shall survive for a further two years after the expiry of the obtained Qualification (or from the time when a Party declare that is not interested to proceed in accordance with Article 19.3 above).
20. COMPLIANCE WITH ETHICAL STANDARDS
Alitalia determined to adopt a Code of Ethics and an Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/01 (“Model”) defined in alignment to the control standards specified in the Legislative Decree 231/01 (“Decree”) and to the relevant best practice, also with the purpose to prevent the commission of crimes encompassed by the Decree.
The above mentioned documents are available on website of Alitalia.
Alitalia asks that the Supplier behaves in compliance with the law and with correctness and transparency also with the purpose to avoid a liability to Alitalia for crimes and informs, as soon as it becomes aware, the Supervisory Board of Alitalia (odv.231@alitalia.com) in the event the Supplier or other entity operating on its behalf, directly or indirectly, receives from employees or representatives of
The above is referred to all agreements with Alitalia and to all agreements with the other Alitalia Group Companies (“companies”); consequently, referring agreements with the companies, every above indication to Model Alitalia is to be extended also to the Model of the companies.
Any failure to observe the foregoing obligations shall constitute a material contractual breach and authorize Alitalia and the other Alitalia Group Companies to terminate every agreement and to take the consequent law actions without prejudice to any damage compensation.
