Terms of Service

Effective date: June 1, 2026

These Terms of Service ("Terms") form a binding agreement between you ("you", "Client") and Studio Marketing Italia S.r.l.s. ("we", "us", "our"), VAT (Partita IVA) No. 18254111000, registered office Via di Selva Candida 20A, 00166 Roma (RM), Italy. By accessing this website, requesting a quote, accepting a proposal, or purchasing any service, you agree to these Terms. If you do not agree, do not use our website or services.

2.1 Definitions

"Services" means any digital services we provide. "Order" means an accepted proposal, quote, order form, statement of work, or subscription plan describing the specific services, scope, deliverables, fees, and timelines. "Deliverables" means the outputs we create for you under an Order.

2.2 The Services We Provide

We provide, among others: lead generation; websites; custom web and mobile applications; ERP systems; AI products and automation; custom dashboards; content and branding; and business consulting. Services may be delivered as one-time projects, milestone-based engagements, ongoing retainers, or recurring subscriptions, as specified in the applicable Order.

2.3 Quotes, Orders, and Formation of Contract

Quotes and proposals are valid for the period stated, or 30 days if not stated.
A binding contract is formed when an Order is accepted by both parties — in writing, by electronic acceptance (including clicking "accept" or confirming by email), or by your payment of an invoice or deposit. You agree that electronic acceptance has the same legal effect as a handwritten signature.
The Order, together with these Terms, constitutes the entire agreement for that engagement. If an Order conflicts with these Terms, the Order prevails for that engagement.

2.4 Fees, Taxes, and Payment

Fees are stated in the applicable Order and are exclusive of VAT and other applicable taxes unless stated otherwise. Italian VAT and any other applicable taxes will be added where required.
Payments are processed through third-party payment providers (Stripe, PayPal, Revolut). By paying, you also agree to the relevant processor's terms and acknowledge they act as independent controllers of your payment data.
Project / one-time work: typically billed as an upfront deposit plus balance on milestones or completion, as set out in the Order.
Retainers / subscriptions: billed in advance on a recurring basis (e.g. monthly) and renew automatically until cancelled in accordance with the Cancellation & Refund Policy.
Invoices are due within the period stated on the invoice (or 14 days if not stated). Overdue amounts may accrue statutory late-payment interest under Italian Legislative Decree No. 231/2002, and we may suspend Services and withhold Deliverables until full payment is received.

2.5 Your Responsibilities

You agree to: provide accurate information; supply content, materials, access credentials, and approvals we reasonably need, on time; ensure you own or are licensed to use any materials you provide to us; and comply with applicable laws in your use of the Services and Deliverables. Delays or failures on your side may affect timelines and fees.

2.6 Acceptable Use

You must not use our website or Services to: violate any law or third-party right; transmit malware or harmful code; attempt to gain unauthorised access to our systems; scrape, overload, or disrupt our infrastructure; or use the Services for fraudulent, deceptive, or abusive purposes. We may suspend or terminate access for breach.

2.7 Intellectual Property

Pre-existing IP: each party retains ownership of intellectual property it owned before the engagement. We retain ownership of our tools, frameworks, libraries, methodologies, and know-how, including anything we develop generally and reuse across clients.
Deliverables: upon full payment of all amounts due, we assign to you the ownership of the final custom Deliverables created specifically for you, except for (a) our pre-existing IP and reusable components, which we license to you on a non-exclusive, perpetual basis to the extent embedded in the Deliverables, and (b) third-party and open-source components, which remain subject to their own licences.
Portfolio rights: we may display non-confidential Deliverables and reference your name/logo as a client in our portfolio and marketing, unless you tell us in writing not to.

2.8 Third-Party Services

Deliverables may rely on or integrate third-party services (e.g. hosting, APIs, payment, advertising, and AI platforms). Your use of those services is subject to their own terms, and we are not responsible for their availability, performance, changes, or pricing.

2.9 Warranties and Disclaimers

We perform the Services with reasonable skill and care and in a professional manner. Except as expressly stated in an Order, the Services and Deliverables are provided "as is" and "as available". We do not warrant that software will be uninterrupted, error-free, or free of vulnerabilities, or that any particular business, marketing, or financial result will be achieved. See also our Disclaimer.

2.10 Limitation of Liability

To the maximum extent permitted by law:

Our total aggregate liability arising out of or in connection with an engagement shall not exceed the total fees paid by you to us for the specific Service giving rise to the claim during the 12 months preceding the event giving rise to the claim.
We shall not be liable for indirect, incidental, special, or consequential damages, or for loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, for death or personal injury caused by negligence, or any mandatory consumer rights.

2.11 Indemnity

You agree to indemnify us against claims, losses, and reasonable costs arising from your breach of these Terms, your misuse of the Services or Deliverables, or materials you provided that infringe third-party rights.

2.12 Term, Suspension, and Termination

Engagements continue for the term stated in the Order. Subscriptions/retainers continue until cancelled per the Cancellation & Refund Policy.
Either party may terminate for material breach not remedied within 14 days of written notice.
We may suspend or terminate Services immediately for non-payment, breach of Acceptable Use, or where required by law.
On termination, you must pay for all Services performed and costs incurred up to the termination date.

2.13 Confidentiality

Each party will keep the other's confidential information secret, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.

2.14 Force Majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including outages, supplier failures, strikes, natural events, or governmental actions.

2.15 Consumer Rights

If you contract with us as a consumer (rather than for purposes of your trade or profession), you benefit from mandatory protections under EU and Italian consumer law, including the right of withdrawal described in the Cancellation & Refund Policy. Nothing in these Terms removes those rights.

2.16 Governing Law and Jurisdiction

These Terms are governed by Italian law. The courts of Rome, Italy have exclusive jurisdiction, except that, if you are a consumer, you may also bring proceedings in the courts of your place of residence, and mandatory consumer-protection provisions of your country of residence continue to apply. EU consumers may also use the European Commission's Online Dispute Resolution platform (ec.europa.eu/consumers/odr).

2.17 Changes to These Terms

We may revise these Terms. The "Effective date" reflects the current version. For ongoing services, we will give reasonable advance notice of material changes; continued use after changes take effect constitutes acceptance.

2.18 Contact

Studio Marketing Italia S.r.l.s. — info@studiomarketingitalia.it