1. GENERAL PROVISIONS

1.1. These Standard Terms and Conditions of Sale ("Terms of Sale") govern all sales of software, digital goods, licenses, and ICT consulting services (collectively, "Products" and "Services") provided by Vicedomini Softworks ("Seller", "we", or "us") to the purchasing entity ("Buyer", "Client", or "you"). 

1.2. By requesting a quote, issuing a Purchase Order, or paying an invoice from the Seller, the Buyer agrees to be bound by these Terms of Sale. 

1.3. Any varying or additional terms proposed by the Buyer (such as those included in a Buyer's purchase order) are expressly rejected unless agreed to in writing and signed by an authorized representative of Vicedomini Softworks.

2. ORDERS AND CONTRACT FORMATION

2.1. Quotes: All quotes, proposals, and estimates provided by the Seller are valid for thirty (30) days from the date of issue unless otherwise stated. 

2.2. Acceptance: A contract of sale is only formed when the Buyer formally accepts a valid quote in writing, or when the Seller begins executing the order (e.g., initiating software development or granting access to digital goods). 

2.3. Modifications: Once an order is accepted, any changes to the scope of work or deliverables must be agreed upon in writing via a Change Order, which may result in adjustments to pricing and timelines.

3. PRICING AND PAYMENT TERMS

3.1. Prices: All prices are stated in Euros (€) and are exclusive of Value Added Tax (VAT) and any other applicable taxes or duties, which shall be borne by the Buyer. 

3.2. Payment Schedule: Unless otherwise specified in the quote or Statement of Work (SOW), invoices are strictly due within fourteen (14) days from the date of invoice, unless otherwise stated. 

3.3. Late Payments: In accordance with the EU Late Payment Directive (Directive 2011/7/EU), Vicedomini Softworks reserves the right to charge statutory late payment interest on any overdue amounts at the European Central Bank reference rate plus 8%, along with a fixed recovery fee. 

3.4. Suspension of Service: The Seller reserves the right to suspend the delivery of Products, software access, or consulting Services if the Buyer’s account is in arrears, without liability for any resulting delays or damages.

4. DELIVERY AND ACCEPTANCE

4.1. Delivery: Delivery dates for software or consulting milestones are estimates only. The Seller will use commercially reasonable efforts to meet agreed-upon timelines but shall not be liable for delays caused by the Buyer’s failure to provide necessary information, resources, or feedback. 

4.2. Acceptance: Upon delivery of digital goods or software modules, the Buyer shall have ten (10) business days to inspect and test the deliverable. If the Buyer does not report any material defects in writing within this period, the Product or Service shall be deemed accepted.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Retention of Rights: Vicedomini Softworks retains all intellectual property rights, title, and interest in and to pre-existing software, frameworks, libraries, methodologies, and tools used to create the Products. 

5.2. License Grant: Upon full and final payment of all associated invoices, the Seller grants the Buyer a perpetual, non-exclusive, non-transferable license to use the delivered custom software for its internal business purposes, unless a different licensing model is specified in the quote or contract. 

5.3. Restrictions: The Buyer may not reverse-engineer, decompile, or resell the Seller’s proprietary software products unless expressly authorized in writing.

6. WARRANTIES AND DISCLAIMERS

6.1. Limited Warranty: Vicedomini Softworks warrants that custom software development and consulting services will be performed in a professional and workmanlike manner. For software products, we warrant that the software will perform substantially in accordance with its documentation for a period of thirty (30) days post-delivery. 

6.2. Disclaimer: Except for the express warranties stated above, all Products and Services are provided "AS IS." To the maximum extent permitted by law, the Seller disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. LIMITATION OF LIABILITY

7.1. No Indirect Damages: Vicedomini Softworks shall not be liable to the Buyer for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, arising out of or related to this sale. 

7.2. Liability Cap: In no event shall the total, cumulative liability of the Seller arising from or related to a specific sale exceed the total amount actually paid by the Buyer to the Seller for the specific Product or Service giving rise to the claim.

8. FORCE MAJEURE

Neither party shall be held liable for any delay or failure to perform its obligations under these Terms of Sale (except for payment obligations) if such delay or failure is caused by events beyond their reasonable control, including but not limited to natural disasters, acts of government, strikes, pandemics, or internet infrastructure failures.

9. GOVERNING LAW AND JURISDICTION

9.1. Applicable Law: These Terms of Sale and any associated contracts shall be governed by and construed in accordance with the laws of Italy, excluding its conflict of law provisions. 

9.2. Jurisdiction: Any disputes, controversies, or claims arising out of or relating to these Terms of Sale shall be subject to the exclusive jurisdiction of the competent courts of Rome, Italy. 

1. SCOPE OF HOSTING SERVICES

1.1. These Terms apply exclusively to the web hosting, cloud infrastructure, and server management services ("Hosting Services") provided by Vicedomini Softworks srl ("Company", "we", or "us") to the client ("Client", "you"). 

1.2. Our Hosting Services are designed primarily for Small and Medium Enterprises (SMEs). We provide the infrastructure; however, the Client retains full control and ultimate legal responsibility for all data, software, and content uploaded to or transmitted through our servers.

2. STRICT ACCEPTABLE USE POLICY (AUP)

2.1. Vicedomini Softworks maintains a zero-tolerance policy for abusive, illegal, or harmful content. You agree that your hosting space will never be used to store, host, display, or transmit:

• Hate Speech and Discrimination: Any content that promotes violence, degradation, or discrimination based on sexual orientation, gender identity, race, religion, or disability. This strictly prohibits homophobic, biphobic, and transphobic material.

• Abuse and Harassment: Content related to bullying, stalking, defamation, or the non-consensual sharing of personal information (doxxing).

• Pornography and Adult Content: Any sexually explicit material, pornography, or non-consensual sexual content. The presence of Child Sexual Abuse Material (CSAM) will result in an immediate, permanent ban and a direct report to Italian and European law enforcement (e.g., Polizia Postale, Europol).

• Malicious Activities: Malware, ransomware, phishing sites, botnets, or scripts designed to execute Denial of Service (DDoS) attacks. 

2.2. Enforcement: We reserve the right to monitor our network. If we discover a violation of this AUP, we will immediately suspend or terminate your Hosting Services without prior notice, and no refunds will be issued.

3. CLIENT RESPONSIBILITIES AND SECURITY

3.1. The Client is responsible for maintaining the confidentiality of their login credentials, SSH keys, and server access. 

3.2. If the Client is using unmanaged hosting, the Client is solely responsible for updating their Content Management Systems (CMS), plugins, and server software to patch security vulnerabilities. Vicedomini Softworks is not liable for website compromises resulting from outdated client software.

4. BACKUPS AND DATA LOSS

4.1. No Guarantee of Backup: Unless the Client has explicitly purchased a managed backup add-on plan, Vicedomini Softworks provides the Hosting Services on an "as-is" basis. The Client is strictly responsible for maintaining independent, off-site backups of their data. 

4.2. In the event of hardware failure, cyberattack, or data corruption, Vicedomini Softworks assumes no liability for the loss of Client data, databases, or digital assets.

5. SERVICE LEVEL AGREEMENT (SLA) AND MAINTENANCE

5.1. Uptime Target: We strive to maintain a 99.9% network uptime. However, this is a target and not a strict guarantee unless a custom B2B Enterprise SLA has been signed. 

5.2. Maintenance: We reserve the right to perform scheduled maintenance, updates, and server migrations. We will provide a minimum of 48 hours' notice for planned downtime that may affect your services. Emergency security patching may occur without notice.

6. DIGITAL SERVICES ACT (DSA) COMPLIANCE AND TAKEDOWNS

6.1. Under the EU Digital Services Act (DSA) and E-Commerce Directive, Vicedomini Softworks acts as an intermediary hosting provider. 

6.2. Notice and Action: If we receive a valid legal notice from a third party or law enforcement agency regarding illegal content or copyright infringement (e.g., DMCA/EU equivalent) hosted on your server, we are legally obligated to act. We reserve the right to remove or disable access to the contested material while notifying you of the action taken.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1. Liability Cap: Vicedomini Softworks’ total liability for any service interruptions, server failures, or breaches of this agreement is strictly limited to the hosting fees paid by the Client in the three (3) months preceding the incident. 

7.2. Indemnification: You agree to fully indemnify, defend, and hold harmless Vicedomini Softworks and its employees from any legal claims, fines, or lawsuits arising from the data you host on our servers, including but not limited to GDPR violations, copyright infringement, or violations of our AUP.

8. SUSPENSION AND TERMINATION

8.1. By the Client: The Client may cancel their hosting subscription at any time via the billing portal. Cancellations take effect at the end of the current billing cycle. No prorated refunds are given. 

8.2. By Vicedomini Softworks: We may suspend or terminate your service immediately if invoices remain unpaid for more than seven (7) days, or for any breach of the AUP (Section 2). Upon termination, all data on the server will be permanently deleted.

9. GOVERNING LAW AND JURISDICTION

9.1. This hosting agreement is governed by the laws of Italy. 

9.2. Any disputes relating to the Hosting Services shall be subject to the exclusive jurisdiction of the courts of Rome, Italy.