1. Scope of Application of the General Terms and Conditions
These general terms and conditions (the “General Terms and Conditions”) apply to all contracts entered into between DIGIPA S.r.l. (the “Supplier” or “DIGIPA”) and third-party individuals or legal entities (the “Client” or the “Clients”), collectively referred to as the “Parties”.
The relationship between DIGIPA and the Client is governed by the following documents, jointly referred to as the “Contract”:
a) General Terms and Conditions of Contract
b) Specific terms and conditions contained in the Offer Forms, which list the Services offered, the agreed fees, duration, and any additional contractually defined terms.
2. Object of the Contract
These General Terms and Conditions cover the provision of the following Services by DIGIPA:
- Digital Marketing
- SEO
- Brand Identity
- Social Media Management
- Website Development
- App Creation
- Hosting
- Maintenance
- IT Consulting
- Privacy
- Security
This list is neither exhaustive nor binding. The actual scope of each individual contractual relationship is defined in the respective Offer Form, which may expand or modify the Services (each a “Service”, collectively the “Services”).
3. Formation of the Contract
The Contract is deemed concluded when DIGIPA receives the Offer Form duly signed by the Client.
4. Description of Services and Change Requests
All specifications of the Services are set out in the Offer Form agreed between the Parties.
During the validity of the Contract, the Client may request changes or additional activities. DIGIPA shall provide a written feasibility assessment within 30 days, including estimated timelines and fees.
If accepted by the Client, such changes will be formalised in a contract addendum.
5. Duration of the Contract
The duration of the Contract is specified in the Offer Form.
6. Fees, Payment Methods and Terms
The applicable fees and payment methods are specified in the Offer Form.
7. Obligations of DIGIPA
DIGIPA undertakes to perform the Services with the professional diligence required by law and the nature of the activity.
DIGIPA does not guarantee specific or measurable results (e.g. number of followers, SEO rankings).
DIGIPA guarantees the lawful availability of all materials not provided by the Client.
Material provided by the Client will not be altered without written instructions.
8. DIGIPA Personnel and Subcontracting
DIGIPA confirms that all personnel involved are its employees or collaborators.
DIGIPA may use third-party software or tools, and may subcontract all or part of the Services at its own discretion and expense, without notifying the Client.
9. Client Obligations
The Client must provide all required materials—texts, graphics, links, catalogues, media files—within 10 days from signing the Contract.
The Client guarantees the accuracy of the information provided and undertakes to update such information.
The Client acknowledges that the technology used in the Services evolves continuously; DIGIPA may improve or update features without generating obligations toward the Client.
The Client is responsible for compliance with privacy regulations.
Any delays caused by the Client relieve DIGIPA of responsibility for missed deadlines.
10. Execution of the Contract
Where hosting services are provided, the Client must safeguard and keep confidential all access credentials.
For Digital Marketing, Social Media, Website and App Services, the Client must provide access keys. DIGIPA may change passwords for security reasons and will return them upon full payment.
The Client must not interfere with DIGIPA’s work by making modifications to the platform during service execution.
DIGIPA is not liable for any changes made by the Client or third parties to the online platform.
11. Maintenance and Support
If included in the Offer Form, the Client must promptly report any irregularities.
DIGIPA will take charge of support requests according to:
- type of intervention
- order of receipt
- priority level
DIGIPA is not liable for damages such as data loss or service interruption resulting from support activities.
12. Testing (Acceptance)
For Website or App development, a maximum of two testing sessions is included.
Testing may occur in person (if in the same municipality) or via video/phone call.
The Service is deemed accepted if no written issues are reported within 5 days.
Requests for non-substantial changes must be submitted in one consolidated written communication.
13. Reporting
If agreed, DIGIPA will provide access to Octoboard reporting dashboards, allowing Client access to daily metrics such as:
- Reach
- Clicks
- Impressions
- Frequency
- On-demand data
14. Limitation of Liability
DIGIPA is not responsible for temporary malfunctions caused by technical problems involving servers, routers, networks, or similar systems.
DIGIPA is not liable for damages resulting from:
- cyberattacks
- data loss
- platform misuse
- obsolescence of the Client’s systems
DIGIPA’s maximum liability cannot exceed the fees paid by the Client, net of expenses.
15. Force Majeure
If the Contract cannot be executed due to force majeure, obligations are suspended until the impediment ceases.
Force majeure events include wars, riots, blockades, epidemics, natural disasters, strikes, energy restrictions, and other unforeseeable events beyond the Parties’ control.
16. Right of Withdrawal
Either Party may terminate the Contract with 60 days’ notice sent via certified mail or PEC email.
The Client must compensate DIGIPA for all services already booked, executed, or contracted.
DIGIPA may seek full compensation for damages in case of termination due to Client default.
Upon termination or non-renewal, the Client must compensate DIGIPA for any activities required to allow the transition to a new provider.
17. Default
In case of late payments, statutory interest under Legislative Decree 231/2002 will apply.
DIGIPA may suspend or restrict access to the Services (e.g., by disabling the online platform) until full payment is received.
18. Express Termination Clause
DIGIPA may terminate the Contract under art. 1456 of the Italian Civil Code by notifying the Client via PEC or registered letter.
DIGIPA retains the right to claim damages and contractual penalties.
19. Penalty Clause
If the Contract is terminated early due to Client default, the Client must pay all fees due until the natural expiration date, without prejudice to DIGIPA’s right to additional damages.
20. Intellectual Property and Use of Materials
All deliverables (the “Produced Works”)—including websites, source code, graphics, social pages, and platforms—are owned by the Client.
DIGIPA may display the work in its portfolio for demonstration purposes.
During the Contract term, the Client may not alter the Produced Works without DIGIPA’s authorisation.
21. Confidentiality
Both Parties agree to treat all confidential information as strictly confidential and not disclose it to third parties.
This obligation extends to personnel, collaborators, and interns, and continues for 5 years after termination of the Contract.
DIGIPA shall not publicise the collaboration without written consent.
22. Communications
DIGIPA will receive communications only on non-holiday working days, between 8:00–13:00 and 14:00–17:00.
The only valid communication channel is email; SMS, chat messages, etc., are not accepted.
Communications sent by DIGIPA to the addresses provided by the Client are considered received.
The Client must read all communications.
23. Governing Law and Jurisdiction
These General Terms and Conditions are governed by Italian law.
Any dispute concerning interpretation, execution, or termination of the Contract shall be subject to the exclusive jurisdiction of the Court of Milan.
