Terms & Conditions

1. Definitions

In these Terms & Conditions, the following terms have the meanings set out below:

• "Company", "we", "us", "our" — refers to E CONSULTING ADVISOR S.R.L.S., trading as e-consultadvisor, registered in Italy with REA number RM-1777243.
• "Client", "you", "your" — refers to any individual, company, or legal entity that requests or receives services from the Company.
• "Services" — refers to all digital, technical, and consulting services offered by the Company, including but not limited to software development, IT consulting, cybersecurity, cloud infrastructure, VPS rental, and website development.
• "Agreement" — refers to the binding contract formed between the Company and the Client upon acceptance of a proposal, quote, or these Terms & Conditions.
• "Deliverables" — refers to any software, code, designs, documents, reports, or other outputs produced by the Company specifically for the Client under an Agreement.
• "Intellectual Property" — refers to all patents, trademarks, copyright, trade secrets, designs, software, and any other intellectual property rights, whether registered or unregistered.
• "Confidential Information" — refers to any non-public information disclosed by either party in the context of the Agreement.
• "Working Days" — refers to Monday through Friday, excluding Italian public holidays and the Company's announced holiday periods.

2. Acceptance of Terms

By requesting a quote, signing a proposal, making a payment, or otherwise engaging the Company's services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms & Conditions in their entirety.

These Terms & Conditions apply to all services provided by the Company unless a separate written agreement expressly supersedes specific clauses herein. In the event of a conflict between a specific project agreement and these Terms, the project agreement shall prevail for that specific engagement only.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

3. Description of Services

The Company provides the following categories of professional digital services:

3.1 Custom Software Development

Design, development, and deployment of bespoke software applications tailored to the Client's specifications. This includes web applications, mobile applications, backend systems, APIs, and integrations with third-party platforms. The exact scope, technical stack, timeline, and cost shall be defined in a project proposal accepted by both parties.

3.2 IT Strategy & Consulting

Professional advisory services covering digital transformation, technology selection, system architecture, process optimisation, and IT governance. Consulting engagements may be delivered as fixed-scope projects or on a time-and-materials basis as agreed.

3.3 Cybersecurity

Vulnerability assessments, penetration testing, security audits, firewall configuration, SSL implementation, backup systems, and ongoing security monitoring. Security findings are reported in writing and all activities are conducted only on systems explicitly authorised by the Client.

3.4 Cloud Infrastructure & DevOps

Configuration, deployment, and management of cloud environments (including but not limited to AWS, Google Cloud, Microsoft Azure, and VPS providers), CI/CD pipeline setup, containerisation, and infrastructure automation.

3.5 VPS Rental & Managed Hosting

Virtual Private Server rental with optional managed services including server configuration, security hardening, monitoring, and support. VPS services are provided on a subscription basis (monthly or annual) with a target uptime of 99.9% excluding scheduled maintenance windows.

3.6 Website Development & Maintenance

Design and development of websites and e-commerce platforms, including mobile-first, performance-optimised builds. Maintenance packages include regular updates, security patches, bug fixes, and content updates as specified in the relevant package description.

The Company reserves the right to decline, modify, or discontinue any service offering at any time. Clients with active agreements will be notified in advance of any material changes to ongoing services.

4. Quotes, Proposals & Order Process

All quotes and proposals are prepared in good faith based on information provided by the Client at the time of the request. The Company reserves the right to revise a quote if the Client's requirements change after submission.

• Validity: All quotes and proposals are valid for 30 calendar days from the date of issue, unless otherwise stated in writing.
• Acceptance: A proposal is accepted when the Client provides written confirmation (including email) and/or pays any required deposit. This constitutes a binding Agreement.
• Scope changes: Any request to add functionality, change specifications, or otherwise expand the agreed scope will be subject to a revised quote. The Company will not commence additional work outside the agreed scope without written authorisation.
• Third-party costs: Quotes do not include third-party costs (domain names, software licences, hosting, API subscriptions, stock imagery, etc.) unless explicitly stated. Such costs are billed at cost to the Client.
• Taxes: All prices are exclusive of Italian VAT (IVA) unless stated otherwise. VAT will be applied at the applicable rate in force at the time of invoicing.

5. Payment Terms

5.1 Standard Payment Schedule

Project Type	Deposit	Balance Due
Custom software / web development	50% before commencement	Upon delivery / go-live
Consulting (fixed-scope)	50% before start	Upon final report delivery
Consulting (time & materials)	—	Monthly in arrears
VPS / Hosting (monthly)	Full month upfront	Each billing cycle
VPS / Hosting (annual)	Full year upfront	At renewal
Maintenance packages	Full period upfront	At renewal

5.2 Invoicing

Invoices are issued electronically and are payable within 14 calendar days of the invoice date unless otherwise agreed in writing. Payment is deemed received when funds clear in the Company's bank account.

5.3 Late Payment

In the event of late payment, the Company reserves the right to:

• Charge statutory interest on the overdue amount at the rate set by Italian Legislative Decree 231/2002 (currently the ECB reference rate plus 8 percentage points for B2B transactions).
• Suspend all active services, deliveries, and support until the account is brought into good standing.
• Withhold transfer of any deliverables, source code, or access credentials until full payment is received.
• Pursue the outstanding amount through legal means, including referring to a debt collection agency, at the Client's cost.

5.4 Accepted Payment Methods

Bank transfer (SEPA and international), credit/debit card, and other methods specified at the time of invoicing. The Company does not accept cash payments for invoices.

5.5 Disputed Invoices

If the Client disputes any part of an invoice, they must notify the Company in writing within 7 days of receipt, specifying the disputed amount and the reason. Undisputed portions of the invoice remain payable by the original due date.

6. Intellectual Property Rights

6.1 Client Ownership of Deliverables

Upon receipt of full payment of all amounts due under the Agreement, the Company assigns to the Client all intellectual property rights in the custom Deliverables created specifically for that Client. This assignment includes source code, designs, and documentation developed as part of the agreed project scope.

6.2 Company's Pre-existing IP

The Company retains full ownership of all pre-existing tools, frameworks, libraries, boilerplate code, proprietary methodologies, and know-how used in the delivery of services. Where such materials are incorporated into Deliverables, the Client is granted a perpetual, non-exclusive, royalty-free licence to use them solely as part of the Deliverables.

6.3 Third-party Licences

Where Deliverables incorporate third-party open-source components or licensed software, the Client accepts the applicable third-party licence terms. The Company will disclose any material third-party dependencies.

6.4 Portfolio Rights

The Company reserves the right to reference completed projects in its portfolio, website, and marketing materials (including project name, description, and non-confidential screenshots). The Client may opt out of this by providing written notice before or during the project.

6.5 Client-Provided Materials

The Client warrants that any materials provided to the Company (logos, images, text, data, etc.) do not infringe any third-party intellectual property rights, and indemnifies the Company against any claims arising from such materials.

7. Client Obligations

The Client agrees to:

• Provide accurate, complete, and timely information, content, and feedback required for the Company to perform the Services.
• Make decisions and provide approvals within agreed timescales. Delays caused by the Client may result in revised timelines and, where applicable, additional charges.
• Ensure that any system access, credentials, or third-party accounts provided to the Company are authorised for the Company's use in the context of the project.
• Not use the Company's services for any unlawful purpose, including but not limited to hacking, fraud, spam, or distribution of malware.
• Maintain adequate backups of all data before any work is carried out on the Client's systems. The Company is not liable for data loss resulting from the Client's failure to maintain backups.
• Notify the Company promptly of any changes that may materially affect the project scope, timeline, or budget.
• Pay all invoices by the due date as set out in Section 5.

8. Confidentiality

Both parties agree to treat as confidential all non-public information received from the other party in connection with the Agreement ("Confidential Information"). This includes technical specifications, business plans, pricing, source code, client data, and any information marked as confidential.

Each party agrees to:

• Use Confidential Information solely for the purposes of performing or receiving the Services.
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisers who need to know it for the purpose of the Agreement and who are bound by equivalent confidentiality obligations.
• Protect Confidential Information with at least the same level of care used to protect its own confidential information, but in no event less than reasonable care.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available other than through breach of this clause; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

The confidentiality obligations in this Section survive termination of the Agreement for a period of 5 years.

9. Data Protection & Privacy

The Company processes personal data in accordance with the EU General Data Protection Regulation (GDPR) (EU) 2016/679 and the Italian Privacy Code (D.Lgs. 196/2003 as amended by D.Lgs. 101/2018).

Where the Company processes personal data on behalf of the Client as a data processor, the parties agree to enter into a Data Processing Agreement (DPA) if required by applicable law. The Client, as data controller, is responsible for ensuring lawful grounds exist for the processing of any personal data provided to the Company.

The Company's Privacy Policy, available on request or on our website, sets out how we collect, use, and protect personal data relating to our clients and website visitors.

The Company implements appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or destruction.

10. Warranties & Representations

10.1 Company Warranties

The Company warrants that:

• Services will be performed with reasonable skill, care, and diligence by qualified professionals.
• Deliverables will substantially conform to the agreed specifications at the time of delivery.
• The Company has the right to provide the Services and to grant the intellectual property rights set out in Section 6.

The Company will, at its own cost, remedy any material defect in a Deliverable reported in writing within 30 days of delivery, provided the defect is not caused by the Client or third-party modifications.

10.2 Exclusions

Except as set out above, the Company makes no warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. The Company does not warrant that Services will be uninterrupted, error-free, or that all defects will be corrected.

10.3 Client Warranties

The Client warrants that: (a) it has the authority to enter into this Agreement; (b) all information and materials provided are accurate and do not infringe third-party rights; and (c) its use of the Services will comply with all applicable laws.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Company's total cumulative liability to the Client for any and all claims arising out of or related to the Agreement shall not exceed the total fees paid by the Client to the Company in the 3 months immediately preceding the event giving rise to the claim.
• The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business, loss of goodwill, or business interruption, even if the Company has been advised of the possibility of such damages.
• The Company is not liable for failures or defects caused by: third-party software or services; the Client's own hardware, software, or systems; force majeure events; or the Client's failure to follow the Company's reasonable instructions.
• The Company is not liable for any claims arising from Client-provided content, data, or materials.

12. Termination

12.1 Termination for Convenience

Either party may terminate an Agreement by providing 30 days' written notice to the other party. Upon termination:

• The Client shall pay for all work completed up to the effective termination date, calculated pro-rata where applicable.
• The Company shall deliver all Deliverables completed to date upon receipt of outstanding payment.
• Any deposit paid is non-refundable once work has commenced (see Refund Policy).

12.2 Termination for Cause

Either party may terminate the Agreement with immediate effect if the other party:

• Commits a material breach of the Agreement and fails to remedy it within 14 days of written notice.
• Becomes insolvent, enters administration, or is unable to pay its debts as they fall due.
• Engages in fraudulent, illegal, or grossly negligent conduct.

12.3 Effect of Termination

Upon termination, all licences granted under this Agreement terminate unless otherwise agreed. Clauses relating to confidentiality, intellectual property, limitation of liability, and governing law survive termination.

12.4 Subscription Services

VPS, hosting, and other recurring subscription services may be cancelled as set out in the Refund & Cancellation Policy.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, strikes, governmental action, pandemic, widespread internet outages, or failure of third-party infrastructure providers.

The affected party must notify the other party in writing as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate the Agreement by providing 14 days' written notice, with no liability to either party beyond payment for work completed.

14. Governing Law & Dispute Resolution

These Terms & Conditions and any Agreement entered into pursuant to them are governed by and construed in accordance with the laws of Italy, without regard to its conflict of law provisions.

In the event of any dispute arising from or related to these Terms or an Agreement, the parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice of the dispute.

If the dispute cannot be resolved by negotiation, it shall be referred to mediation under the rules of a mutually agreed Italian mediation body before resorting to litigation. If mediation fails, the dispute shall be subject to the exclusive jurisdiction of the Courts of Rome (Tribunale di Roma), Italy.

For consumer clients within the EU, you may also refer disputes to the European Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr

15. Amendments & Entire Agreement

These Terms & Conditions constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, agreements, or understandings, whether written or oral.

The Company reserves the right to amend these Terms at any time. Material changes will be communicated by email or posted on our website with at least 14 days' notice before taking effect for existing clients. Continued use of our services after the effective date of any change constitutes acceptance of the new Terms.

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by the waiving party.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

16. Contact Information

For any questions, notices, or complaints regarding these Terms & Conditions, please contact us: