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Object of the contract
1) This Agreement relates to the supply, against payment, of the service for the creation of a Website or textual, graphic, multimedia content (hereinafter also simply "Site") according to the specifications and characteristics agreed in the Quote present in the online shop, chosen and approved by the parties. It also relates to any additional services with respect to the main one for the creation of the Site which may or may not be included in the service (such as: Hosting Service of the Site created and E-mail service; Site maintenance and management service; Indexing Service, creation of textual, graphic, multimedia and web Marketing contents; etc.).
2) From the Quote agreed between the parties, all indications of content, graphic and technical functionalities are suitable to identify the performance to which the Supplier is required. Unless otherwise specified, the Supplier is required to produce up to a maximum of web pages as required by the chosen estimate. For the web pages, the customer can provide a maximum number of 60,000 (sixty thousand) characters and up to 50 (fifty) images.
3) The Customer undertakes to perform the services charged to him for the correct activation of the service and to provide assistance which will be deemed necessary or useful from time to time, making available the necessary structures, material and staff for assistance and collaboration. In particular, the Customer undertakes to deliver all the material necessary for the work requested (as indicated in the paragraph: Contents necessary for the Realization) without delays and in the formats suitable for publication on the website or on the indicated IT medium. The Customer also undertakes to deliver the texts, images, and all the necessary and definitive material to be published on the Site within 15 (fifteen) days of acceptance of this Agreement.
4) The creation of the Site must be completed within 30 (thirty) working days from the date on which all the following conditions are verified:
1) Approval of the estimate.
2) Acceptance of the Contract.
3) Payment of the agreed amount.
4) Delivery by the Customer of all the materials necessary to complete the work in question (see previous paragraph).
5) The parties agree that this Agreement is not considered violated following a reasonable delay in the delivery of the final results that should occur for any reason not attributable to the parties. It is understood that the terms eventually proposed, must be considered merely indicative. In any case, the Customer will be informed of any delays in activating the Service.
6) The Supplier's obligations and responsibilities towards the Customer are exclusively those defined by the Contract, therefore in any case of violation or non-fulfillment attributable to the Supplier, it is not liable for an amount higher than that paid by the Customer for the single Service, ordered or renewed, affected by the harmful event. Any other compensation or compensation to the Customer for direct or indirect damages of any nature and species is expressly excluded.
7) The Supplier may use material granted with an Open Source license or with other types of Free License (for example: WordPress, OpenCart, etc.) for which it is now agreed that it is not held in any way responsible in case of malfunctions or absence of mentioned characteristics or other defects of any kind and in general for any direct or indirect damage detected. In fact, the material used is in turn supplied "as is" (ie as it is at the time of use) without any guarantee (implicit or explicit) and without the same being guaranteed to be free of defects (obvious or hidden) or that violates any third party rights. The Customer undertakes to accept and comply with the terms of the aforementioned licenses.
8) The Customer acknowledges and accepts that the Service covered by the Contract is characterized by constantly evolving technology, for this reason the Supplier reserves the right to modify the technical and economic characteristics, the tools and services related to it and to vary the disbursement conditions at any time, even after the subscription, without this giving rise to obligations of any kind for the Customer.
9) Any changes requested by the customer that go beyond what is foreseen in the estimate must be agreed upon from time to time by the parties. The Supplier endeavors to accept (but is not required to accept) any requests for changes by the Customer that increase the cost or scope of the service, provided that the proposed changes are reasonable and that the Customer approves a corresponding increase compensation.
10) The Supplier undertakes to submit to the Customer, within ten days of the signing of this Contract, at most a further creative proposal than the one already presented, relating only to the graphic aspects. The Customer undertakes to communicate his choice within 5 (five) days of receipt of the same. If the customer wishes to receive a third or further customized drafts for the same, an additional a priori compensation will be paid to the supplier between the parties. The Supplier also undertakes to make all the detailed adjustments requested by the Customer to the selected proposal, provided that they are communicated within 5 (five) days from the selection of the proposal.
11) The graphic proposal is intended as an indicative draft of the final result of the Home Page (the main page of the Site). The Supplier undertakes to apply all reasonable efforts so that the final result is as close as possible to the approved graphic proposal. If there are any discrepancies due to technical reasons, such as to make the approved draft inapplicable, these will be communicated to the Customer.
12) Any graphic materials created by the Supplier for the Website remain its exclusive property and must be returned by the Customer at the end of the execution of this Contract. For this material, the Customer undertakes to make the author known by citing him on these visual representations or on the works.
13) The Supplier will proceed to activate a domain only upon payment of the agreed fees for registration.
14) The Customer ensures that the requested domain does not violate any third party rights.
15) In finding and / or managing the domains, the Supplier acts exclusively as a mediator between the Customer and the relative body that deals with the attribution of the domain. The Supplier has no influence on the attribution of the domain and does not guarantee that the domains requested by the Customer are attributed, and if they are attributed they are not free of third party rights or do not fail over time.
16) Unless otherwise specified, the domain registration and management service has a duration of 12 (twelve) months. The service is automatically renewed, unless otherwise communicated by one of the parties, which must take place within thirty days from the expiry date of the service. The Customer undertakes to provide for the payment of the renewal by the expiry date, otherwise the Supplier is authorized to unlock the domain in case of non-renewal.
17) The Customer must check within 15 (fifteen) days from the date of activation of the Services the accuracy of his data in the database of the Authority responsible for the chosen extension; in the event that within this period the customer does not raise any exception regarding the correctness of their data, these will be considered correct.
18) The Customer acknowledges and accepts that the registration of a domain name entails the insertion of his personal data into a publicly accessible register kept by the competent Registration Authority for the chosen extension. It is understood that the Supplier reserves the right to communicate these data, in order to protect its rights and interests.
19) The Supplier guarantees an availability of online services equal to 99% in the annual average. The times in which the server is not reachable due to technical or other problems that do not fall within the sphere of influence of the Supplier (for example: force majeure, acts or facts attributable to third parties, etc.) are deducted from the percentage value.
The Supplier undertakes to:
20) Provide all the facilities, equipment, staff and services necessary to host, manage and maintain the Website in accordance with the contractually agreed terms and current web standards at the time of subscription.
21) Configure, install, monitor and manage all IT equipment, servers, software, network equipment and other components of the same, respecting the minimum security measures provided for similar cases, and designed in order to maximize reliability and data security.
22) Protect, as far as possible, the Website from unauthorized intrusion, viruses and external attacks (including, without limitation, the installation of adequate firewalls, backup systems and other protection devices).
23) The Supplier assumes obligations of means and not of result. The Supplier undertakes to ensure the best functionality of the system, but does not assume any responsibility both towards the Customer and towards Third Parties for delays, malfunction, suspension and / or interruption in the provision of the Service determined by causes not attributable to it, such as for example (by way of example and not limited to):
a) unforeseeable circumstances, catastrophic or force majeure events;
b) Malfunction or non-compliance of the connection devices with which the Customer is equipped or in any case with those used by the same;
c) Tampering or interventions on the services or equipment performed by the Customer or by Third parties not authorized by the Supplier;
d) Faults and malfunctions of machines and software (bugs).
24) The Supplier may limit access to the services, if this is necessary for the purposes of the security of the operation of the network, the maintenance of the integrity of the same and, in particular, to avoid serious failures of the network, software or data save yourself.
25) The Customer has the obligation to avoid server overloads (for example through the use of PHP scripts; sending newsletters; download / upload overloads etc.), which require a high calculation capacity or a clearly working memory above average. The Supplier has the right to preclude the Customer or third parties from accessing pages that do not meet the aforementioned requirements or to temporarily block the service.
26) The Customer undertakes to keep passwords absolutely secret for access to the services provided and to promptly inform the Supplier if he becomes aware of the fact that the password is known to unauthorized third parties. In the event that due to the fault of the Customer, third parties take advantage of the services provided by abusing the password, the Customer will be liable for the costs of use as well as compensation for damages against the Supplier. The Customer is informed of his obligation to perform a backup (data saving) of the data whenever changes have been made to the data of his interest by him or his auxiliaries or collaborators.
27) E-mail boxes can only be used for electronic mail traffic. In particular, it is strictly forbidden to use mailboxes as storage space for other files and data or for sending massive e-mails (Newsletter). The Provider reserves the right to discontinue the e-mail service, if the capacity limits set by the Estimate have been exceeded.
28) The Customer undertakes not to send or allow the sending of e-mails containing advertising messages without explicit authorization from the recipient. This is particularly true in the event that the e-mails in question can be distributed en masse with the same content (so-called "spamming"). In the event that the Customer violates the aforementioned obligation, the Supplier will be authorized to immediately block the account.
29) Unless otherwise agreed, the hosting service has a duration of 12 (twelve) months from activation, calculated from the domain expiry date (where applicable), or from the date of acceptance of the contract. The Service is automatically renewed, unless otherwise communicated by one of the parties, which must take place within 30 (thirty) days from the expiry date of the service. The Customer undertakes to pay for the renewal by the expiry date, otherwise the Supplier may suspend the service.
30) The Supplier is required to install the Site on the network and computing infrastructures (Web Server) established in common agreement, giving notice to the Customer in order to allow him to carry out the testing. After the Customer has confirmed that the testing has been successful, the Supplier undertakes to deliver the software accesses to the Customer in the form necessary for the operation of the Site. It is understood that after the delivery of the accesses, the Customer remains the sole responsible and owner of the Website.
31) The test is considered successfully passed in case of express communication to that effect from the Customer or if the Supplier does not receive reports of any discrepancies found by the Customer within 15 (fifteen) days of delivery. The Site will therefore be considered accepted pursuant to art. 1665, paragraph 3, of the Civil Code.
32) After these terms, the Supplier undertakes to keep the Site operational on its test Web Servers for at least a further 30 days, in order to allow the Customer to make any changes before the site is published (See points 4.3 and 4.4). After that, the Site will be removed and the copy will be made available to the Customer.
33) In the event of a negative test result, the Supplier is required to eliminate the defects found within 8 (eight) working days, without prejudice to the Supplier's right to request a longer reasoned term.
34) In the event that material granted with an Open Source license (such as: WordPress, OpenCart, etc.) or with other types of Free License is used, the Customer undertakes to accept and comply with the relevant user license.
35) The Customer obtains the right to modify and extend the software according to his needs; but undertakes not to transfer the material covered by the Contract to third parties, either in the original version received from the Supplier, or in any subsequent versions which may be modified and / or extended.
Rights and Responsibilities on published content
36) The customer declares to be the owner of the contents, writings, images and other material provided for the realization of the web pages and that the same is in its legitimate availability, is not contrary to mandatory rules and does not violate any copyright, trademark factory or hallmark, patent or other third party right. The Supplier has no responsibility for the correctness of the material supplied or indicated for publication by the Customer. The Supplier is not required to check that the Customer's presence on the net does not infringe the law in any way.
37) The Customer is also the sole and exclusive responsible for the content of the Site. In this regard, the Customer undertakes to publish only lawful content which is not in conflict with the law or with morality or public order. It also undertakes to comply with all applicable laws. In the event of non-compliance with the above, the Supplier may withdraw from the Contract for just cause and provide, even without prior notice, to the temporary and / or permanent suspension of the accessibility of the Site. In this case the Customer is required to compensate the Supplier for each damage immediately, including any legal fees for their defense, and in any case to relieve the Supplier from any prejudice deriving from the failure to comply with the above obligations.
38) It is expressly understood that the Supplier is not subject to any general surveillance obligation, therefore it does not control or supervise the behavior or acts carried out by the Customer through the Service or does not control or supervise the information and / or data and / or the contents in any case processed by the Customer or by his agents and / or collaborators with the Service itself; in any case, the Supplier is and remains extraneous to the activities that the Customer carries out independently. In any case, once the Customer has accessed the Services, he is the only owner, pursuant to Legislative Decree 196/03, of the processing of any data entered and / or processed through the Service for the entire duration of the Contract and for the 30 (thirty) days after its expiration.
39) The Customer is solely responsible for the adequacy and accuracy of all content, information and data provided to the Supplier. The Customer must review the accuracy of all content, information and data once the Supplier has entered the same on the Website. The Supplier is not responsible for the screening, control, modification, or monitoring of any additional content or materials entered by the Customer or third parties for any service included or deliverable. If notified of alleged copyright infringement, defamatory, harmful, obscene, illegal or offensive material, the Supplier's only obligation will be to inform the Customer of such allegations.
40) The fee for the website creation service is indicated in the Quote in the online Shop, and must be approved by the Customer. The fee for any additional services requested (for example: hosting, maintenance and management, indexing, etc.) is represented by an annual fee, indicated in the estimate and must be approved by the customer.
41) The payment of the consideration, in the manner agreed between the parties, must be made in a single solution upon acceptance of the terms and conditions of supply for the creation of the website and / or the contents, as provided for in the order payment phase online. The Supplier will have the right to terminate the Contract or to suspend or interrupt the provision and any associated services (for example: hosting, web marketing, etc.) in the event of a delay of more than 30 days in the payment of the consideration in the subsequent renewal stages.
42) The Customer acknowledges and accepts that for the purpose of determining the activation or continuation times of the service, it is his express and exclusive burden to provide for the choice of the payment method taking into account the average processing times of the payments. It also constitutes its express and exclusive charge to pay the price for the renewal of the Service (where applicable) in good time in order to guarantee its continuity and, in any case, before it is deactivated due to the expiry of the terms, keeping to this end also take into account payment processing times.
43) In the event of evolutionary maintenance or the possibility of requests from the Customer for changes or insertion of new pages to a greater extent than the maximum agreed and foreseen in the Quote present in the Online Shop, the compensation for this service must be requested and approved in advance by the Customer and subject to integration with this Agreement.
44) All fees are to be understood, unless otherwise indicated, net of value added tax in force in Italy and inclusive of all other taxes, fees and charges of any kind, present and future, inherent in any capacity to the Contract.
45) The Supplier can increase the fees. The price increase requires the customer's consent. Consent is deemed to have been given if the Customer does not object to the price increase within thirty days from the day he received notification of the change. With this communication, the Supplier also undertakes to inform the Customer of the consequences of the non-opposition. If the Customer does not agree to the price increase as communicated, the Contract is deemed concluded, subject to one month's notice.
46) The Customer is required to promptly notify the Supplier of any irregularities or malfunctions detected for the Service. The Supplier will make every reasonable effort to take care of the problems communicated by the Customer as soon as possible, compatibly with the times when the assistance activity is provided.
47) Requests for intervention that require the Customer to provide the Service credentials for access to the Service or that in any case entails access by the Supplier to the Customer Service must be sent to the Supplier by e-mail. In such cases, the Customer authorizes the Supplier to carry out the requested and / or necessary hardware / software intervention; the Customer acknowledges and agrees that said intervention takes place with variable timings based on the following criteria:
1) Type of intervention requested;
2) Order of arrival of the request for intervention;
3) Priority character of the request for intervention, in order to allow the correct and rapid execution of the requested intervention, the Customer undertakes to provide all the specifications and information requested by the Supplier.
48) Without prejudice to the above in any case, the Customer, for now, relieves the Supplier from any liability, for any damages, direct or indirect, of any nature suffered due to the assistance intervention such as, for example, loss or damage total or partial of data and / or information and / or content by the Customer himself entered and / or processed through the Service, total or partial interruption of the Service.
49) The Supplier undertakes to take care of the communications within 3 (three) days of sending by the Customer. All communications to the Customer may be made at the addresses indicated by the Customer when ordering and, consequently, they will be considered known by them.
50) The Supplier cannot in any case be held responsible for delays and / or interruptions in the provision of the Service caused by:
to. Malfunctions in the functioning of the equipment possibly made available by the Customer due to the Customer himself or its suppliers or to parts connected or related to the Customer himself.
b. Delays by the Customer in transmitting the requested information or documentation to the Supplier.
c. Total or partial interruption of the service due to interruption of the Internet network as well as failure of its hardware or communication systems for reasons not attributable to the Supplier.
d. Non-fulfillments and violations of the law attributable to the Supplier or to subjects of which it must respond that cause the slowdown or interruption of the supply of the documentation to be processed, with consequent repercussions on the service rendered by the Supplier.
is. Force majeure causes (for example: natural disasters, strikes, civil unrest, suspension of telecommunications services or other utilities).
51) The Supplier, at his discretion and without the exercise of this faculty being contested as a breach or breach of the Contract, reserves the right to suspend or discontinue the Service, even without any notice in the event that:
to. The terms specified in points 4.3 and 4.4 have not been respected;
b. The Customer defaults or violates even one of the provisions contained in the Contract;
c. The Customer fails to meet the Supplier's requests, in whole or in part, and in any case his behavior is such as to generate the founded and reasonable fear that he will default on the Contract or be responsible for one or more violations of its provisions;
d. There are reasonable reasons to believe that the Service is used by unauthorized third parties;
is. There are cases of force majeure or circumstances which, at the unquestionable judgment of the Supplier, require the carrying out of emergency interventions or relating to the resolution of security problems, danger for the entire network and / or for people or things; in this case, the Service will be restored when the Supplier, at its discretion, has assessed that the causes that led to its suspension / interruption have actually been removed or eliminated;
f. The Customer is involved, for any reason, in any judicial or even out-of-court dispute of a civil, criminal or administrative nature and in any case in the event that said dispute concerns the registered domain name, its contents, the related e-mail or acts and behaviors implemented through the same. In such cases, the Supplier reserves the right to renew, at its discretion and merely as a courtesy and therefore without doing so assuming any obligation towards the Customer or interested third parties, the registration of the domain name with the Authority competent for one or more years, however, maintaining the measures previously adopted. The legitimate assignee of the domain name concerned by the dispute may obtain its availability, upon payment of the renewal price or renewals made by it in the above terms.
g. It is requested by the judicial authority;
h. If there are justified reasons of security and / or guarantee of confidentiality.
the. The Customer requests the termination of the contract.
52) The Customer guarantees that the data, contact details and information provided for the purpose of concluding the Contract are accurate, truthful, updated and such as to allow his identification and undertakes to communicate any variation thereof, in the awareness that the failure to comply with this obligation may lead to consequences such as (for example, but not limited to): the revocation of the domain name, the removal of content from the server, etc. The Supplier reserves the right to verify such data and / or information also requesting additional documents that the Customer undertakes, now for then, to transmit. In any case, the Customer is and remains the sole and exclusive responsible in criminal and civil matters for having in any way, acted or attempted to act in such a way as to compromise or prevent his identification. The Customer will be considered solely responsible for all damages suffered and suffered by the Supplier and / or third parties and, in any case, undertakes as of now to indemnify and / or hold harmless the same Supplier from any possible claim, action and / or claim for compensation or damages that should be made by anyone against him.
53) The Supplier is liable for damages only if the Supplier or one of his auxiliaries has violated an essential contractual obligation (cardinal obligation) in such a way as to compromise the contractual purpose or the damage is attributable to gross negligence or willful misconduct of the Supplier or of one of the his auxiliaries. In the event that the violation of an essential contractual obligation (cardinal obligation) is not attributable to willful misconduct or gross negligence, the Supplier's liability is limited to the damages reasonably foreseeable for the Supplier at the time of entering into the Contract.
54) The Supplier is allowed to subcontract even partially the services covered by the Contract.
55) The Customer allows the Supplier to have his name listed as his Customer on his Internet Site or in other similar means of communication. The Website created will contain the reference to the Supplier and the Internet address of the Supplier Website. This reference cannot be modified or removed, unless otherwise agreed between the parties.
Right of withdrawal
56) The customer has the right to withdraw from this contract within 14 (fourteen) days. The withdrawal period expires after 14 (fourteen) days from the day of the conclusion of the contract. To exercise the right of withdrawal, the Customer is required to inform the Supplier of his decision to withdraw from this contract by means of an explicit declaration via PEC e-mail at email@example.com or Registered ordinary mail with return receipt, before expiry of the withdrawal period.
57) The Customer will be reimbursed for all payments that he may have made in advance, without undue delay and in any case no later than 14 (fourteen) days from the day on which the Supplier has been informed of the decision to withdraw. Any out-of-pocket expenses incurred for the customer's name and account are reserved (e.g. domain registration, software licenses, external consultancy, etc.). The Supplier will be entitled to recognition of the work carried out up to then.
58) The Supplier reserves the right to withdraw from the Contract at any time and without obligation to state reasons, by giving notice to the Customer at the Customer's email address, with at least 30 (thirty) days' notice, except in the case where:
to. Events caused by force majeure occur;
b. The Customer is registered in the list of protests, has been declared insolvent, has been admitted or subjected to a bankruptcy procedure;
c. Is in default of any title towards the Supplier, even for Contracts other than this; by virtue of which the Supplier reserves the right to withdraw from this contract with immediate effect.
d. The customer has requested the termination of the contract.
59) In any case, the judicial competence to decide any possible dispute between the parties in relation or in validity, execution, resolution and termination as well as any relationship inherent or connected to it as well as any consequent reason for giving and having, doing or do not, will be held exclusively by the Forum of Rome - Italy.
60) The parties mutually authorize the processing of personal data within the limits necessary for the performance of the assignment in compliance with the provisions of current legislation (Legislative Decree no. 196/2003 and GDPR). The data controllers for this purpose will be considered the signatories of this Agreement. The parties mutually undertake to treat the data and information transmitted or which were in their possession in the fulfillment of the provisions of this Agreement with confidentiality, not to disclose them and not to use them for purposes other than those agreed and functional to the fulfillment of the subject of this Agreement.
61) The data provided will be processed in accordance with current privacy legislation. The subjects to whom the personal data refer have the right at any time, to request its consultation, modification or removal.
62) Without prejudice to the provisions regarding the processing of data, the Customer guarantees, with reference to the data of third parties processed by him when ordering and / or using the Service, that he has previously provided them with the information referred to in 'art. 13 Legislative Decree 196/2003 and to have acquired their consent to the treatment. However, it is understood that the Customer acts as an independent Data Controller with respect to such data and assumes all the obligations and responsibilities connected to it, without prejudice to the Supplier, pursuant to the following art. 10.16, from any dispute, claim or request made by third parties, judicially or extra-judicially, in relation to these hypotheses of treatment. In any case, once the Customer has accessed the Service, he is the only owner, pursuant to Legislative Decree 196/03, of the processing of any data entered and / or processed through the Service itself.
63) The Parties declare that the content of all the articles of the Contract has been the subject of specific negotiation with the clarifications also reported in the Quote present in the Online Shop. The Contract is tacitly renewed for the part relating to any ultrannual services (for example: hosting, maintenance, etc.), without prejudice to the right of withdrawal exercisable by both parties with a 30 (thirty) day notice and without prejudice for the Supplier the right to update the agreed fees (in this case if there is no acceptance by the customer it will be possible to terminate the Contract for both parties).
64) Sending the Order Form from the online store, together with the payment of the consideration, implies the Customer's full acceptance of these Conditions and constitutes a contractual proposal pursuant to Art. 1326 cod. civ. towards the Supplier, who is free to accept or reject said proposal. In case of acceptance, the Contract is finalized with the activation of the Service, followed by the sending of the Activation Confirmation containing the Access Credentials. It is understood, in any case, that the use of the Services by the Customer attests to the acceptance of all the contractual conditions.
65) In default of acceptance of the proposal sent by the Customer and, in any case, in any case of non-activation of the Service, the Supplier will only be required to return the amount paid in advance by the Customer. It is understood that no interest or charges of any kind will be due on this sum. The Customer acknowledges and agrees to be entitled only to the refund of the price paid and not to be able to make any claim for compensation, compensation for damage or claim of any kind for the non-acceptance of the proposal and in any case for the non-activation of the Service.
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