Terms of Service

• "Romiltec" or "Provider": Romiltec S.r.l. - Innovative Startup (Startup Innovativa), with registered office at Via Luciano Lama 44, 56012 Calcinaia (PI), Italy, VAT IT02476290503.
• "Client": the legal entity or professional who subscribes to a service plan offered by Romiltec. Romiltec's services are intended exclusively for B2B (business-to-business) clients and are not aimed at consumers within the meaning of Italian Legislative Decree 206/2005 (Consumer Code).
• "Services": the software development, technical consulting, systems integration, web and mobile application development, and any other technical activities described in the subscription plan subscribed to by the Client.
• "Subscription": the service plan chosen by the Client from those offered by Romiltec (Sprint, Scale, Enterprise), which defines the scope, number of parallel tasks, and financial terms of the service.
• "Deliverables": any software product, source code, technical documentation, design, or other material produced by Romiltec in the context of providing the Services.
• "Confidential Information": any information, data, documentation, know-how, process, strategy, or other material, in any form, communicated by one party to the other in the context of providing the Services and that is designated as confidential or should reasonably be considered as such.

Romiltec provides the Client with software development services on a monthly subscription basis, according to the subscribed plan. The Services include:

• Backend and frontend development
• Mobile application development
• Database design and optimisation
• Artificial intelligence and LLM integration
• DevOps and infrastructure management
• Technical and architectural consulting

The specific scope of Services is defined from time to time through tasks agreed upon between the parties. Romiltec reserves the right to determine the technical methods for delivering the Services, in compliance with the agreed quality standards.

The available subscription plans are:

The subscription is on a monthly basis and automatically renews month-to-month, unless cancelled with at least 15 days' notice before the end of the current month, by sending a written notification to [email protected].

Money-back guarantee: within 7 (seven) calendar days from the subscription activation date, the Client is entitled to a full refund (100%) of the fee paid, with no questions asked.

The monthly fee is due in advance at the beginning of each billing period. Romiltec will issue electronic invoices in compliance with applicable tax regulations.

In the event of late payment, the Client shall be liable for default interest at the rate provided by Italian Legislative Decree 231/2002 (late payments in commercial transactions), in addition to reimbursement of recovery costs.

All prices quoted are exclusive of VAT, which will be applied at the statutory rate.

The Client undertakes to:

• Promptly provide the information, materials, system access, and feedback necessary for the performance of the Services
• Designate an authorised company representative to make decisions relating to the Services
• Ensure that the information provided is accurate and up to date
• Comply with the agreed payment terms
• Not use the Services for unlawful purposes or purposes contrary to public policy

Any delays in the Client's fulfilment of its obligations that affect the provision of the Services shall not be attributable to Romiltec.

6.1 Custom Deliverables

Intellectual property rights in Deliverables developed specifically for the Client under the Services are transferred to the Client upon full payment of the amounts due, pursuant to Article 2575 et seq. of the Italian Civil Code. The transfer includes source code, technical documentation, and all ancillary materials.

6.2 Pre-existing intellectual property

Romiltec retains intellectual property rights over:

• Frameworks, libraries, tools, and methodologies developed by Romiltec prior to or independently of the provision of the Services
• General-use components developed during the Services that do not contain the Client's Confidential Information

The Client receives a perpetual, non-exclusive, irrevocable, and royalty-free licence to use such components solely to the extent necessary for the use of the Deliverables.

6.3 Open source components

Where the Deliverables include third-party software components released under open source licences, such components remain governed by their respective licences. Romiltec will inform the Client of the open source licences used.

Each party undertakes to keep confidential any Confidential Information received from the other party and not to disclose it to third parties without the prior written consent of the disclosing party, unless disclosure is required by law or by order of a judicial authority.

The confidentiality obligation shall survive for 3 (three) years from the termination of the contractual relationship.

Information is not considered confidential if it: (a) was already in the public domain at the time of disclosure; (b) became part of the public domain without breach of this agreement; (c) was already legitimately in the possession of the receiving party; (d) was independently developed by the receiving party.

The parties shall comply with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018.

Where Romiltec processes personal data on behalf of the Client in the course of providing the Services, the parties shall enter into a data processing agreement pursuant to Article 28 of the GDPR (Data Processing Agreement), which shall govern the specific processing arrangements, security measures, and rights and obligations of the parties.

For information on the processing of personal data of Website visitors, please refer to the Privacy Policy.

Romiltec warrants that the Services will be provided with the diligence and professionalism required by the nature of the engagement, pursuant to Article 1176(2) of the Italian Civil Code.

Romiltec does not warrant that the software developed will be completely free of errors or bugs, but commits to promptly correcting defects reported by the Client during the active subscription period.

Romiltec shall not be liable for damage resulting from improper use of the Deliverables by the Client or from modifications made by the Client or third parties without Romiltec's consent.

Without prejudice to the provisions of Article 1229 of the Italian Civil Code (which prohibits the exclusion or limitation of liability for wilful misconduct or gross negligence), Romiltec's total liability for any damage arising from the performance of the contract shall in no event exceed the amount of fees actually received by Romiltec in the 12 (twelve) months preceding the event giving rise to the liability.

In no event shall Romiltec be liable for indirect, incidental, consequential, or punitive damages, or for loss of profits, loss of data, loss of goodwill, or business interruption of the Client, except in cases of wilful misconduct or gross negligence.

Neither party shall be held liable for delays or failures in performance due to force majeure events within the meaning of Article 1256 of the Italian Civil Code, including but not limited to: natural disasters, pandemics, wars, embargoes, acts of terrorism, failures of network or telecommunications infrastructure, government orders, strikes.

The party invoking force majeure shall promptly notify the other party. If the force majeure event continues for more than 60 (sixty) days, either party shall have the right to withdraw from the contract without any obligation to indemnify.

12.1 Ordinary withdrawal

Either party may withdraw from the contract with at least 15 days' notice before the end of the current month, by written communication to [email protected].

12.2 Termination for breach

Either party may terminate the contract pursuant to Article 1454 of the Italian Civil Code (formal notice to perform), granting a period of no less than 15 days for performance, in the following cases:

• Material breach of contractual obligations
• Breach of confidentiality obligations
• Payment delay exceeding 30 days from the due date
• Breach of data protection regulations

12.3 Effects of termination

Upon termination of the contract for any reason:

• The Client shall be entitled to receive all Deliverables completed up to the date of termination
• Romiltec shall provide reasonable assistance for the transition to another provider (transition-out), for a maximum period of 30 days
• The obligations of confidentiality, intellectual property, and data protection shall survive termination

All communications relating to the contract must be sent in writing (including by email) to the following addresses:

• Romiltec: [email protected]
• Client: at the email address provided upon subscription

These Terms are governed by Italian law. For any dispute arising from the interpretation, performance, or termination of these Terms, the Court of Pisa shall have exclusive jurisdiction.

Romiltec reserves the right to amend these Terms. Amendments will be communicated to the Client with at least 30 days' prior notice. Amendments shall be deemed accepted if the Client does not communicate its withdrawal before the effective date of the amendments.

The invalidity or unenforceability of any clause of these Terms shall not affect the validity of the remaining clauses, which shall remain in full force and effect (severability).

The failure or delay by either party in exercising any right shall not constitute a waiver of such right.

These Terms, together with the subscribed service plan and any annexes, constitute the entire agreement between the parties and supersede all prior understandings, representations, or agreements, whether oral or written, relating to the same subject matter.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Client declares to have read, understood, and specifically approved the following clauses:

• Art. 3 - Automatic renewal of subscription
• Art. 10 - Limitation of liability
• Art. 11 - Right of withdrawal in case of force majeure
• Art. 12 - Right of withdrawal
• Art. 14 - Derogation from territorial jurisdiction (Court of Pisa)
• Art. 15 - Right to unilaterally amend the Terms

Note: upon entering into the contract, the above clauses will be subject to separate specific approval by the Client, through a dedicated checkbox or signature, in compliance with applicable law.