These General Terms and Conditions of Contract (hereinafter, the “General Terms”) together with the Order Form govern the terms and conditions for the performance of all services provided by VEHNTA S.r.l. (VAT and Tax Code 10842420969), with registered office in Milan, Via Carducci no. 32, as requested from time to time by the Client, and constitute the “Contract”.
Acceptance of these General Terms is a necessary and essential condition for the provision of services offered by VEHNTA S.r.l.
By accepting these General Terms, the Client declares to have read, understood, and accepted all the contractual clauses herein.
The invalidity of one or more provisions of these General Terms shall not affect the validity of the remaining provisions nor of the General Terms as a whole.
Should any changes to these General Terms be agreed upon by the parties, they shall prevail over any additional and/or alternative terms and conditions not expressly included herein.
ART. 1 – DEFINITIONS
1.1 VEHNTA: VEHNTA S.r.l., whose core business includes web marketing, lead generation, and outsourced client acquisition, shall provide the Services requested by the Client through the Order Form.
1.2 Client: the natural or legal person, or public or private entity, requesting the Services under this Contract.
1.3 Third Parties: any external providers that may deliver the Services, identified and independently selected by VEHNTA, subject to prior written authorization by the Client.
1.4 Services: the services provided by VEHNTA under these General Terms and the Order Form, including the non-exclusive, non-transferable license to use the software named “Visionsphere”, and accepted by the Client. Services not expressly stated herein or in the Order Form may be provided under separate terms and conditions defined by VEHNTA, subject to the Client’s written acceptance.
1.5 Order Form: the document signed by the Client specifying the Services to be delivered by VEHNTA, including technical specifications and pricing based on the selected commercial offer.
ART. 2 – PURPOSE OF THE CONTRACT
2.1 The purpose of the Contract is the development and execution of the Services requested by the Client as specified in the signed Order Form, including the license to use the Visionsphere software.
2.2 Only the Services detailed in the Order Form shall be provided by VEHNTA.
2.3 If, during performance, the Client requests changes to the Services or additional work not previously agreed, VEHNTA shall issue a new and separate Offer to the Client. Execution of such additional Services will commence only upon acceptance of the Offer by the Client.
ART. 3 – DELIVERY TIMES
3.1 Service delivery times are indicated in the Order Form and shall begin upon receipt of full payment, unless otherwise specified therein.
3.2 Delays caused by the Client in providing VEHNTA with requested information, data, materials, or documentation will not count towards delivery timelines.
ART. 4 – DURATION OF THE CONTRACT
4.1 The Services, including the Visionsphere license, shall be valid for the duration indicated in the Order Form, starting from the date of signature by the Client of both the Order Form and these General Terms. Automatic renewal is expressly excluded.
ART. 5 – FEES, PAYMENT TERMS AND METHODS
5.1 The fee and payment terms for the Services are detailed in the Order Form.
5.2 The agreed fee may be subject to adjustment during execution, which VEHNTA will promptly notify the Client of. The Client may refuse the adjustment and withdraw from the Contract without liability.
5.3 Unless otherwise agreed, payment is not subject to performance or results achieved.
5.4 Neither party may suspend or delay performance of its obligations even in the event of a dispute, which must be addressed separately.
In the event of late or missed payment, the Client shall pay statutory late interest under Legislative Decree no. 231/2002. VEHNTA also reserves the right to suspend Services, with 5 days’ prior written notice, and resume them only after full payment. VEHNTA may terminate the Contract for breach, as per Article 13, without prejudice to additional damages.
ART. 6 – OBLIGATIONS AND LIABILITY OF VEHNTA
6.1 VEHNTA’s sole obligation under the Contract is to make reasonable and diligent efforts to provide the Services requested by the Client.
6.2 VEHNTA shall not be held liable for delays or failures in the provision of Services caused by:
a) malfunctions, non-compliance, or obsolescence of the Client’s or third parties’ equipment;
b) delays by the Client in providing VEHNTA with required data, information, or documentation;
c) delays due to the Domain and Hosting Service Providers;
d) force majeure events, including but not limited to weather events, floods, disasters, explosions, vandalism, natural disasters, strikes (excluding company strikes and lack of labor), theft, fire, power outages, or other events outside VEHNTA’s reasonable control;
e) malfunctions of delivery equipment, unauthorized intrusions, hacker attacks, cybercrimes, and any other issues preventing the full or partial delivery of the Services not attributable to VEHNTA.
6.3 In any case, VEHNTA’s liability shall be limited to direct damages only and shall never exceed the total amount paid by the Client under the Contract in the 12 (twelve) months preceding the event giving rise to the claim.
6.4 VEHNTA may use Open Source or other types of Free License software and shall not be held liable for malfunctions, missing features, or defects therein. Such software is used “as-is”, without warranties, and the Client agrees to accept and comply with the applicable license terms.
6.5 VEHNTA may, at its sole discretion and at its own expense, use software, plugins, etc., whether free or paid, deemed useful to improve the performance of the Services, in compliance with applicable laws.
ART. 7 – OBLIGATIONS AND LIABILITY OF THE CLIENT
7.1 The Client agrees to provide all necessary materials, information, and/or documentation (e.g., texts, images, links, catalogs, audio/video files, logos, legal notices, privacy policies, contractual terms, etc.) by email, in a final and publishable format, within 5 (five) business days of VEHNTA’s written request. Delays in providing this material may result in delays for which VEHNTA is not responsible.
7.2 The Client warrants that all provided information, data, contacts, materials, and documentation are accurate, truthful, up to date, and legally owned. The Client further warrants that nothing provided infringes third-party intellectual or industrial property rights, mandatory rules, public order, or morality.
7.3 The Client assumes full responsibility for the content provided to or used by VEHNTA, releasing VEHNTA from any verification duty and from any liability.
7.4 The Client undertakes to use the Services, including the Visionsphere license, in accordance with the Contract, the law, current regulations, public morals, and public order. The Client remains solely responsible for the use of the Services, including compliance with EU Regulation 2016/679 (GDPR).
7.5 The Client agrees to indemnify and hold harmless VEHNTA and its partners from any claim, damage, or liability arising from the Client’s breach of Articles 7.2, 7.3, and 7.4.
7.6 The Client agrees to provide VEHNTA with necessary access credentials to perform the Services, without VEHNTA assuming any responsibility for pre-existing accounts owned exclusively by the Client.
7.7 The Client may use the Visionsphere software only within their company and on computers under their control.
7.8 The Client is strictly prohibited from copying the Visionsphere software, in whole or in part.
7.9 The Client acknowledges that the Services involve technology in continuous evolution. VEHNTA reserves the right to make improvements to the technical and economic characteristics of the Services, with prior written notice, without prejudice to Article 5.2.
ART. 8 – LIMITATION OF LIABILITY OF VEHNTA
8.1 The Client uses the Services at their own risk. VEHNTA is not liable to third parties for any civil, criminal, or administrative disputes, nor for indirect, special, incidental, punitive, exemplary, or consequential damages (including, but not limited to, loss of use, data, profits, or clients, business interruption, etc.) arising from the use or inability to use the Services.
8.2 VEHNTA is not liable for the use of data/information/material/documentation provided by the Client that may unknowingly infringe third-party rights or copyright.
8.3 Once administrative access credentials to the website, hosting environment, or related software are handed over, the Client assumes full responsibility for their integrity and functioning. VEHNTA shall not be liable for any malfunction caused by modifications made by the Client or third parties. Any support requested thereafter will require a new Offer.
8.4 VEHNTA is not involved in the activities autonomously carried out by the Client or their staff.
8.5 The Client is solely responsible for verifying the accuracy and appropriateness of all content and data provided to VEHNTA. The Client must verify this content after publication and provide assistance with legal and compliance matters (e.g., privacy policies).
8.6 VEHNTA is not responsible for monitoring or moderating additional content added by the Client or third parties to the website. If notified of potential violations (e.g., copyright infringement, illegal or offensive content), VEHNTA’s only duty is to inform the Client.
8.7 VEHNTA is not responsible for Service failures, data loss, or data breaches resulting from hacker attacks, viruses, or other incidents affecting the Client’s own systems.
8.8 If VEHNTA uses an email address under the Client’s domain to send marketing or contact messages, VEHNTA shall not be liable for potential damage to the Client’s domain reputation or image.
8.9 VEHNTA does not guarantee revenue or marketing results from the use of the Services.
ART. 9 – AMENDMENTS AND/OR ADDITIONS
9.1 VEHNTA also reserves the right to:
a) update and/or modify its operating systems, access and security procedures, and the standard technical specifications recommended for Client equipment;
b) change the type and location of its hardware and, in general, of the equipment used for providing the Services, including related software programs, while ensuring that the location of its hardware will remain within the European Union.
9.2 If VEHNTA has reason to believe that the modifications under section 9.1 above could have a materially negative impact on the Client’s business, it shall provide adequate prior notice and be available to negotiate appropriate adjustments to the Contract to mitigate such impacts for a reasonable period of time.
9.3 If no agreement is reached within thirty (30) days of VEHNTA’s notice under section 9.2, either party shall have the right to withdraw from the Contract by sending written notice via PEC (certified email) or registered mail with return receipt.
9.4 Under no circumstances shall either party be entitled to compensation due to the withdrawal under this article or termination of the Services for these reasons. In the event of withdrawal, the Client shall pay for all Services performed up to the date the withdrawal notice is sent.
ART. 10 – COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
10.1 The Services shall be used by the Client in compliance with the intellectual and/or industrial property rights of VEHNTA and/or third parties. The Client agrees to accept and comply with the corresponding license terms.
10.2 VEHNTA is the exclusive owner of the software it developed, including related documentation, materials, and all other information provided to the Client in execution of the Contract.
10.3 The Visionsphere software remains the exclusive property of its licensor. The Client is expressly prohibited from distributing, transferring, sublicensing, or otherwise allowing any third-party use of the software, whether free of charge or for a fee.
10.4 The Client agrees to keep the content of the Visionsphere software confidential, to protect the rights of the licensor, and not to modify or incorporate the software, in whole or in part, into other programs.
10.5 The Client authorizes VEHNTA to showcase, for demonstration purposes, images and information related to the website and more generally to the work performed, in its portfolio, trade fairs, brochures, and presentations. The Client also agrees to include a hyperlink on the website allowing VEHNTA to be identified as the developer of the web project in the form of “powered by…” or “developed by…”.
ART. 11 – RIGHT OF WITHDRAWAL
11.1 Only if the Client qualifies as a consumer and the Contract was signed exclusively through remote communication channels, the Client shall be entitled to exercise the legal right of withdrawal. In any case, VEHNTA shall be entitled to receive payment for the Services performed up to the date of withdrawal.
11.2 VEHNTA reserves the right, at its sole discretion and without such action being considered a breach of the Contract, to withdraw from the Contract with immediate effect at any time and without cause, by giving notice to the Client, even via email, in the following cases:
a) the occurrence of force majeure events;
b) the Client breaches any provision of the Contract;
c) the Client fails to respond to VEHNTA’s requests in whole or in part, or behaves in a way that reasonably leads VEHNTA to believe that a breach of the Contract is likely.
ART. 12 – CONFIDENTIALITY OBLIGATION
12.1 The content of this Contract, as well as all documents (including in electronic format), corporate, economic, fiscal, market, and organizational data of each party, know-how, and all information about either party acquired in connection with the execution of this Contract, shall be treated as strictly confidential, even after the expiration or termination – for any reason – of the Contract.
12.2 The receiving party agrees to ensure that its employees, collaborators, and any third parties engaged in the execution of the Services comply with this confidentiality obligation, including through specific non-disclosure agreements.
12.3 Each party shall process the other party’s personal data using appropriate security measures to ensure the confidentiality and integrity of such data.
ART. 13 – TERMINATION FOR BREACH
13.1 VEHNTA may unilaterally terminate this Contract pursuant to Article 1456 of the Italian Civil Code, without the need for formal notice, by written communication to the Client via PEC or registered mail with return receipt, in the event of:
a) partial or total breach by the Client of any obligations under Article 5 (Fees, Payment Terms);
b) partial or total breach by the Client of any obligations under Article 7 (Client’s Obligations and Responsibilities);
c) violation by the Client of Article 8 (Limitation of Liability);
d) violation by the Client of Article 9 (Amendments and/or Additions);
e) violation by the Client of Article 10 (Copyright and Ownership Rights).
13.2 In any of the above cases, the Contract shall be deemed automatically terminated upon receipt of the notice by the Client.
13.3 The Client may also unilaterally terminate the Contract pursuant to Article 1456 of the Italian Civil Code, without formal notice and without prejudice to any damages, by written notice to VEHNTA via PEC or registered mail in the event of:
a) partial or total breach by VEHNTA of any obligations under Article 6 (VEHNTA’s Obligations and Responsibilities);
b) breach by VEHNTA of Article 12 (Confidentiality);
c) breach by VEHNTA of Article 16 (Data Processing).
13.4 In these cases, the Contract shall be considered terminated upon receipt of the notice by VEHNTA.
13.5 Tolerance of one or more of the situations described in Articles 13.1 or 13.3 shall not be interpreted as a waiver of the right to invoke this termination clause.
13.6 In the event of termination due to the Client’s breach, VEHNTA may immediately suspend the Services without any obligation to compensate the Client.
ART. 14 – NON-ASSIGNMENT OF THE CONTRACT
14.1 Unless otherwise agreed, the Client may not assign this Contract. In the event of transfer, lease, or usufruct of the business, the transferee shall assume all obligations under the Contract, but the Client shall remain jointly liable with the transferee.
ART. 15 – EXCLUSIVE JURISDICTION
15.1 Unless the Client is a consumer, any disputes regarding the interpretation or execution of this Contract shall fall under the exclusive jurisdiction of the Court of Milan.
ART. 16 – DATA PROCESSING
The Client confirms that all data provided to VEHNTA for the execution of this Contract has been collected in accordance with Regulation (EU) No. 679/2016 (GDPR), including, where necessary, proper consent for sharing such data with VEHNTA. Accordingly, the Client agrees to indemnify and hold VEHNTA harmless from any damages, liabilities, costs, or penalties resulting from the Client’s failure to comply with the GDPR regarding said data.
