SERVICE AGREEMENT FOR WEB, SOFTWARE, SOCIAL MEDIA, AND TECHNICAL SUPPORT SERVICES
BETWEEN
WebAgencyX (hereinafter referred to as the “Supplier”), with registered office at Via Panica 116, Marostica 36063 (VI), VAT number 04277700243, as the owner of the official website www.webagencyx.com
AND
The Client (hereinafter referred to as the “Client”), as identified in the accompanying estimate, work order, or service subscription.
PREAMBLE
The request by the Client of the services offered by the Supplier occurs through the acceptance of the following terms and conditions, which are essential for the provision of the services themselves. The provisions described herein, together with any stipulated contract and the working note, represent the general conditions of the contract and the description of the services offered by the Supplier to the Client.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. SUBJECT MATTER OF THE AGREEMENT
The Supplier agrees to provide the Client with professional services, including but not limited to:
- Development and maintenance of websites;
- Development, customization, and management of management software;
- Installation, configuration, and updating of software;
- Technical IT assistance;
- Technical management of hosting, servers, and domains;
- Technical management of social media accounts;
- Configuration and assistance for corporate email;
- IT and digital consultancy.
The Supplier operates exclusively as a provider of technical services and does not assume any role as a guarantor of the continuity, absolute security, or availability of the systems. The Supplier may, at its discretion, engage third parties to fulfill its obligations under this contract.
2. BEST EFFORTS OBLIGATION
The Client acknowledges that the Supplier assumes exclusively a best efforts (obligation de moyens) obligation and not an obligation of result. The Supplier undertakes to perform its activities with professionalism and diligence, without guaranteeing:
- Economic results;
- Increase in turnover;
- Customer acquisition;
- Search engine positioning;
- Increase in sales;
- Increase in followers or visibility on social media;
- Absolute continuity of the service;
- Absence of errors or vulnerabilities.
All services are provided on an “as is” and “as available” basis.
3. LIMITATION OF LIABILITY
The Client acknowledges that no computer system can be considered completely secure or immune from harmful events. The Supplier shall not be liable for:
- Hacker attacks;
- Malware, ransomware, computer viruses;
- Phishing, spam, spoofing;
- Unauthorized access, theft of credentials;
- Loss, accidental deletion, or corruption of data;
- Client errors or errors of collaborators or third parties;
- Malfunctions of external services, internet connection interruptions, power blackouts, hardware failures;
- Force majeure events;
- Problems caused by third-party updates;
- Unknown or zero-day vulnerabilities.
The Supplier is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Supplier has been advised of the possibility of such damages. In any case, the Supplier’s exemption from liability is effective even after the expiry or cessation of the contract.
4. CLIENT RESPONSIBILITIES
The Client is solely responsible for:
- The custody of passwords;
- The activation and management of two-factor authentication (2FA);
- The management of social accounts, email accounts, and published content;
- Activities carried out through its own accounts;
- Compliance with applicable laws and regulations (including data protection and privacy laws) and the terms of use of the platforms used (including social media platforms);
- Maintaining its own backup copies of data and ensuring the security of its own systems and network.
Any activity performed using the Client’s credentials is presumed to be carried out under its responsibility.
5. DOMAIN, HOSTING, SERVER, LICENSES, AND EXTERNAL SERVICES
The Client is responsible for the payment and timely renewal of:
- Internet domains;
- Hosting, dedicated servers, VPS, cloud servers;
- SSL certificates;
- Software licenses, plugins, third-party applications;
- Email services, cloud services.
All fees for services are due in advance, before the expiry of the website, software, plugin. e.g. if the domain is bought on january/30/2023, the payment for renewing it must be before january/30/2024.
The Supplier may, at its discretion, automatically renew services on behalf of the Client for a period equal to the initial term. However, the Client remains ultimately responsible for ensuring renewal. The Supplier is under no obligation to provide notice of renewal prior to automatic renewal billing.
Failure to renew by the due date may result in:
- Suspension of the website, management software, and email services;
- Loss of the domain, data, or suspension of services.
In such cases, the Supplier cannot be held responsible in any way. Any reminder sent by the Supplier constitutes a mere commercial courtesy and does not transfer any responsibility to the Supplier.
6. BACKUP AND DATA RETENTION
Any backups made by the Supplier are kept exclusively for the duration of the contract or until the expiry of the associated service. Upon termination of the contractual relationship or expiry of the services, the Supplier may permanently delete the backups without further notice. The Client is required to maintain its own independent security copies of the data. The Supplier is not liable for data loss resulting from the absence of Client backups.
7. SOCIAL MEDIA AND EMAIL
The Supplier carries out exclusively technical activities. The Supplier is not responsible for:
- Suspension, blocking, algorithmic limitations, or closure of accounts or pages;
- Loss of followers, content, or visibility;
- Violations of the terms of service attributable to the Client.
The Supplier does not guarantee email delivery, absence of blacklists/spam, or continuity of service with third-party providers.
8. THIRD-PARTY SERVICES
The Supplier is not responsible for service disruptions, delays, or malfunctions caused by external providers (including but not limited to hosting providers, domain registrars, cloud services, social platforms, payment gateways, etc.).
9. TECHNICAL ASSISTANCE AND EXTRAORDINARY INTERVENTIONS
- Ordinary maintenance, updates, and support: €25.00 + VAT per hour (minimum chargeable time: 30 minutes). The amount is due regardless of the outcome of the intervention, as it refers to the professional time employed.
- Extraordinary interventions (resulting from cyber attacks, data recovery, migrations, emergencies) will be invoiced separately.
- The Supplier does not guarantee complete data recovery or full system restoration.
10. INDEMNIFICATION AND EXCLUSION OF INDIRECT DAMAGES
The Client undertakes to indemnify, defend, and hold harmless the Supplier from and against any and all claims, disputes, damages, penalties, proceedings, or legal actions brought by third parties arising out of or relating to: the use of the services, the content published, or violation of any law or regulation.
In no event shall the Supplier be liable for indirect damages, loss of profit, loss of revenue, reputational damages, or consequential damages of any kind.
11. MAXIMUM LIMIT OF LIABILITY
Except in cases where the law does not allow limitations, any liability of the Supplier shall be limited to the amount actually paid by the Client for the service in question in the twelve months preceding the event giving rise to the liability.
12. CONFIDENTIALITY AND GOVERNING LAW
The Parties undertake to keep confidential all technical and commercial information learned during the contractual relationship.
This contract shall be governed by and construed in accordance with the laws of Italy. Any dispute arising out of or in connection with this contract shall be submitted to the exclusive jurisdiction of the courts of Vicenza.
13. TERM AND TERMINATION
This contract shall take effect from the moment of acceptance by the Client and shall continue for an initial term of 12 (twelve) months. Thereafter, it shall be automatically renewed for successive 12-month periods unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term.
Either Party may terminate this contract for cause in the event of a material breach by the other Party that remains uncured for 15 days after written notice thereof.
If the Client fails to pay any amount when due, the Supplier may, without prejudice to its other rights, suspend all or part of the services until payment is received.
14. ENTIRE AGREEMENT AND AMENDMENTS
This contract, together with any accompanying estimate or work order, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings. No amendment to this contract shall be effective unless in writing and signed by both Parties.
15. NO REFUNDS AFTER 30 DAYS
No refunds, in whole or in part, shall be issued for any fees paid or payable by the Client under this Agreement after thirty (30) calendar days from the commencement of the services by the Supplier. This applies regardless of whether the Client has used the services or not, and includes any advance payments, deposits, or recurring charges. Any request for a refund made after the 30‑day period shall be void and without effect.
16. SPECIFIC APPROVAL OF BURDENSOME CLAUSES
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client expressly approves the following clauses: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement.
17. FULL ACCEPTANCE
The Client declares that it has read, understood, and fully accepted this contract.