GENERAL TERMS AND CONDITIONS
Supplier
Softgenia Srl Tax ID No. 13220190964, with registered office in Viale Montenero, 70 Milan,
registered in the Register of Companies, No. REA MI – 2710671, of the Milan Chamber of Commerce
(hereinafter the “Provider” or “Supplier”).
1. Introductory provisions
1.1 These General Terms and Conditions govern the rights and obligations arising from the use of the Supplier's Service through the user interfaces accessible on the website https://milanosites.com by a natural or legal person who enters into a contract with the Supplier for the supply of the product (hereinafter referred to as the “Contract” and the “Customer”).
1.2 In particular, the services defined by the Basic, Standard, and Premium Packages are provided through subscription on the website https://milanosites.com/it/prezzi. These packages are then supplied and made available to the Customer through online payment. The Customer uses the Supplier's Service in particular for the management and administration of their website, e-commerce features, and social media marketing.
1.3 The rights and obligations arising from normal browsing on the website https://milanosites.com, not related to the provision of the Service, are governed by the Terms and Conditions of Use of the website.
1.4 The Customer is required to learn and apply these General Terms and Conditions and, by registering on the Supplier's website and/or in the application or otherwise using (e.g., browsing) the Supplier's website and/or application, the Customer acknowledges the current version of these General Terms and Conditions and is obliged to comply with them.
1.5 The Customer is obliged to train all persons who will work with the Supplier via the Supplier's website and/or application on behalf of the Customer and with their knowledge of the content of these General Terms and Conditions.
1.6 These General Terms and Conditions shall enter into force and effect upon their publication and shall also form an integral part of the Contract concluded between the Supplier and the Customer (by placing an order and/or sending the relevant electronic form on the Supplier's website).
2. Subject matter of the Contractual Relationship
2.1 The subject matter of the contractual relationship between the Supplier and the Customer is, in particular, to entrust the management of their website to the Supplier, who undertakes to manage the Customer's website, carry out its design and maintenance, as well as all the services listed at the time of signing and defined below:
Basic Package – Includes:
a. Website construction
b. Website design
c. SEO-optimized copywriting
d. Company logo
e. Website testing
f. Support from Monday to Friday
g. Custom domain name
h. Company email
Standard Package – Includes:
a. Basic package included
b. Phone support
c. E-commerce functionality
d. Product integration
e. Shopping cart integration
f. Payment integration
g. Advanced SEO strategies
h. Google Business setup
i. Displayed reviews
j. Unlimited editing
k. Chat support
Premium Package – Includes:
l. Standard Package included
m. Social media integration
n. Web optimization
o. Social media marketing
p. Additional design layouts
q. Access to premium themes
r. Two custom blogs per month
s. 5-star content
t. Online advertising
u. Premium SEO strategies
3. General Terms and Conditions of Service
3.1 The Supplier shall provide the Service to the Customer under the following conditions:
a. the Service is active from the moment of payment via the website https://milanosites.com, which is completely secure in sending payments via the supplier Stripe. The Service does not store any type of data relating to payments, which are encrypted; however, the Supplier does not guarantee complete anonymity, as this does not depend entirely on the Supplier, but also on all parties using the Service, as well as on the Customer's staff;
b. Internet access is a prerequisite for using the Service. The Customer is responsible for choosing an internet service provider and paying the related costs; in the event of an unsuitable connection, the Supplier shall not be liable for any impediment to the use of the Service.
3.2 The Customer is obliged to keep the access data to their user account confidential. The Customer acknowledges that the Supplier is not liable for any breach of this obligation by the Customer, in particular for the misuse of the Customer's user account by third parties.
3.3 The Supplier shall take measures at all times to avoid interruptions, limitations, disruptions, or reductions in the quality of the Product's availability, in connection with which it may carry out planned and unplanned downtime in the provision of the Contract for the purposes of inspection, maintenance, or replacement of hardware, or the creation or modification of websites, software, or other computer programs.
4. General Terms and Conditions of Use of the Product
4.1 When using the Product, the Customer and persons authorized by the Customer, related persons or persons representing the Customer, or their employees or other persons in a similar capacity, are required to comply with these General Terms and Conditions, comply with applicable legal regulations, and act honestly and in accordance with good morals. The Customer is required to behave at all times in such a way as to avoid damaging the Supplier's reputation or causing damage to the Supplier or other users of the Product or other persons.
4.2 In particular, the Customer shall not interfere in any way with the content or technical parameters of the Product, interfere with its security, prevent other users from making full use of it, create false, misleading, or deliberately distorted documents or otherwise dishonest and/or seriously indecent content (vulgarity, defamatory comments, etc.).
5. Fundamental rights and obligations of the Supplier
5.1 The Supplier is responsible for ensuring that the availability of the Service is not less than 97%, measured on all working days of the calendar month from 8:00 a.m. to 8:00 p.m. at the location where the Supplier's server is connected to the network. In particular, the Supplier is not responsible for any interruptions or malfunctions of the Internet connection provided by third parties.
6. Fundamental rights and obligations of the Customer
6.1 Before using the Service, the Customer is required to familiarize themselves with these General Terms and Conditions, the Product Privacy Policy, and the Terms of Use of the Website, and to use the Product only in accordance with these documents.
6.2 The Customer is required to promptly notify the Supplier of any interruptions or other deficiencies in the Service after they occur and to describe them in detail by email to info@milanosites.com
7. Terms of registration
7.1 A registered user is a user of the Supplier's website who is interested in using the Product and completes and submits the relevant registration form. Upon registration, each user is required to provide the following information:
(i) first and last name and tax identification number, or company name and tax identification number in the case of a legal entity,
(ii) telephone number with area code,
(iii) email address,
(iv) registered residence as declared to the municipal authorities or registered office of the legal entity,
(v) VAT number and SDI for sending electronic invoices in the case of a legal entity,
(vi) login details (password and username),
(vii) location of the server storing the data in accordance with Article 7.2 of these General Terms and Conditions.
If the user does not enter all the mandatory data, this data will be automatically highlighted and it will not be possible to continue with the registration without filling it in.
7.2 Upon registration pursuant to Article 9.1 of these General Terms and Conditions, the user chooses the location of the data storage server on which the user data collected in connection with the use of the Product will be stored. The default data storage server for existing users is a server located in the European Union. Any change in the location of the data storage server is only possible with the prior consent of the Provider. The storage of user data on a data storage server outside the options specified in the registration form is only possible in accordance with the technical capabilities of the Provider and with its prior consent. This article applies similarly to the case of conclusion of the contract by order in accordance with Article 10.4 of these GTC.
7.3 By clicking on the “Purchase” button (or other labels and icons) in the relevant registration form https://milanosites.co/it/prezzi and further confirming their intention to register and enter into a contract, the user submits the relevant form and at the same time accepts these General Terms and Conditions, the duration of the contract, the payment terms, the amount, and the Terms of Use. Payment cannot be sent unless all fields marked as mandatory in this form are completed and, at the same time, the user declares that they agree with the text of these General Terms and Conditions and, if applicable, meets other registration conditions established by the Supplier.
7.4 Upon registration of the payment, the relevant invoice is sent to the indicated SDI and the user can access the service – the user thus becomes a customer of the Supplier.
a) The Customer shall provide personal data that is up-to-date, truthful, and complete in accordance with the relevant requirements of the Supplier and shall not violate the right to protection of personal data by providing the data or name of another person, including the use of another person's username, password, or other information.
7.5 If the Contract concerns ongoing services, it shall be deemed to have been entered into for a period of one year (from the date of commencement of this Contract) and shall be tacitly renewed for another year on the same terms and conditions, and so on, unless notice of termination is given by either party by registered letter with return receipt or certified email with at least three months' notice.
7.6 In the event of early termination by the customer, before the agreed expiry date, a penalty equal to 3/12 of the annual fee for the services agreed as set out above (including any changes) shall be applied.
7.7 In any case, the Company reserves the right to obtain, in addition to the above, payment of any fees accrued and unpaid for services already performed or in progress at the time of withdrawal.
7.8 The Supplier has the right to block the Customer Account at any time, even without notice, if the Customer violates its obligations under the law or these General Terms and Conditions or if it has any other serious reason to do so. The blocking of the Customer Account does not affect the fulfillment of any obligations of the Customer arising in connection with the use of the Product.
8. Conclusion of the Contract
8.1 The Contract between the Supplier and the Customer is concluded when the Customer expresses their willingness to accept the terms and conditions of supply described in this form by placing a specific “flag” of express acceptance on the interactive form provided for this purpose on the Supplier's website, which allows for registration, or in the form of an order, both subject to these General Terms and Conditions. In this way, the Contract is considered concluded and finalized.
8.2 After the conclusion of the Contract, the Customer will be provided with access to the Service, allowing the relationship to begin in the manner described in point (2) according to the Package purchased.
Conclusion via website
8.3 If the Contract is concluded via the interactive form on the Supplier's website, it shall become binding on the Supplier upon payment of the price or other remuneration to the Supplier in accordance with Article 11 of these GTC.
Conclusion via order
8.4 If the Contract is concluded in the form of an order, the Contract shall be concluded at the moment the Supplier accepts the Customer's order in writing - at that moment, the Contract is considered concluded and finalized, and the Supplier shall be entitled to payment of the price or other remuneration by the Customer. The Supplier shall promptly confirm the conclusion of the Contract to the Customer by means of an informative email to the email address provided by the Customer.
8.5 If the Contract is concluded by means of an order, the Customer shall issue and send a written order to the Supplier no later than ten (10) working days before the requested date of availability of the Service. The Supplier is not obliged to accept an order received after this time.
8.6 The Customer's order must always contain the following information:
a. identification of the Customer, the Customer's contact person and their email address, VAT number and/or tax code and SDI for sending the electronic invoice.
b. specification of the version of the Service to be ordered
c. the requested date of availability of the Product
d. other information relevant to the respective order.
8.7 The Supplier will send the Customer the confirmed order within five (5) working days of receipt. The order confirmation will contain the calculation of the Fee for the provision of the Product and a reference to these General Terms and Conditions and their binding effect on the order. The Contract will be concluded on the date of receipt of the confirmed order.
9. Terms of payment
9.1 The invoice for the services provided in relation to the “Package Rate” (indicated in Table 1) will be issued upon signing this contract and must be paid by direct bank transfer to the following bank account:
Banca BCC – Milan (MI) – IT25H0845301602000000246254
9.2 The invoice for services rendered relating to the “Maintenance Fee” (indicated in Table 1) will be issued at the time of payment by credit card, depending on the method chosen (indicated in Table 1), paid by credit card through the section of the Milanosites.com website at the link https://milanosites.com/it/prezzi/ by selecting purchase for your package.
The minimum contract term is one year from the date of signing these Terms and Conditions and is tacitly renewable.
9.3 The Customer must pay the Fee by direct bank transfer upon receipt of the invoice corresponding to the conclusion of the Contract in the form of an order according to the methods agreed in the order itself. The Customer undertakes to have sufficient funds available on the payment due date to settle the Fee using the payment method selected in the Contract and to update the selected payment method, if necessary, to avoid its expiry.
9.4 If the Customer does not have sufficient funds on the payment due date, the Supplier will send a “payment failed” email to the email address provided by the Customer and will attempt to re-deposit the amount - no more than five (5) times - using the credit or debit card provided.
9.5 In the event of a delay by the Customer in paying the amount due or part thereof to the Supplier for more than ten (10) calendar days, the Supplier shall be entitled, without prior notice, to temporarily limit or block the Customer's use of the Service or to cancel the provision of the service.
10. Termination and Withdrawal
10.1 Only the Supplier shall have the right to withdraw from this Agreement without providing any reason with three (3) months' notice. The Customer shall only have the right to terminate the agreement with at least three months' notice before the natural expiry date or that resulting from tacit renewal. The notice period shall be three (3) months and shall commence on the first day of the month following the month in which the notice is delivered to the other party. If the notice from the Customer is not received by the Supplier within the aforementioned period, the withdrawal shall be deemed completely ineffective and the contract shall be renewed for a further 12 months from its natural expiry date.
11. Processing of personal data
11.1 The Supplier undertakes to process the personal data of Product users in accordance with the General Data Protection Regulation (GDPR) and the relevant legal provisions of the Italian Republic and guarantees the highest possible standard of security for the personal data of data subjects.
11.2 In terms of providing the Service, the Supplier declares that, in relation to the use of accessible user interfaces, the Supplier does not collect any personal data from data subjects unless such data is voluntarily provided to the Supplier by the data subject using the Service.
11.3 In the context of the general use of the website https://milanosites.com not in connection with the provision of the Service, the Supplier collects personal data of data subjects exclusively for marketing purposes in accordance with the Product Privacy Policy, which forms an integral part of these General Terms and Conditions and which regulates in detail the rules according to which the Supplier processes the personal data of data subjects.
11.4 An integral part of these General Terms and Conditions is the Addendum on Data Processing (contract on the processing of personal data), which further regulates the rights and obligations of the Supplier as data processor and the Customer as data controller arising from the General Data Protection Regulation (GDPR) and the related legal provisions of the Italian Republic and the European Union on the processing of personal data by the Supplier for the Customer during the provision of the Service.
12. Protection of the Supplier's rights, liability
12.1 The Supplier is the owner of all rights, in particular copyrights under copyright law, to the Product and all its components, with the exception of the content of the Reports made available via the Supplier's and/or Customer's website or on their behalf, as a work protected by copyright, in particular to the graphics, multimedia content, source code of the software applications that are part of the Product, as well as to the concept and general idea of the Product and all components of its development. The use of any part of the Product (in particular the graphic design, multimedia content, source code, etc.) is only possible with the express authorization of the Supplier.
12.2 In the event of unauthorized use of any part of the Product without the Supplier's consent, the Supplier is authorized to use all means to protect its legitimate rights and interests in accordance with Italian law on copyright and related rights, including in terms of compensation for damages. In the event of unauthorized use of the Supplier's idea, platform, and/or software implemented through the Product, or other unauthorized actions against the Supplier's interests, the Supplier is authorized to resort in particular to all legal remedies provided for by Italian law, including the obligation for the offender to refrain from unfair competition or eliminate the defective condition and, where applicable, claim adequate compensation, indemnification, and recovery of sums paid but not due.
12.3 The Supplier shall not be liable beyond the scope specified in these General Terms and Conditions for the functionality of the Product, nor for the timeliness, accuracy, and factual correctness of the information published on the Supplier's website and/or application. The Supplier reserves the right to partially or completely restrict the functionality of the Product to any extent or to change the content of the information published on the Supplier's website and/or application at any time without further notice. The Supplier shall not be liable to the Customer for any damage that may be caused to the Customer. Any termination of the supply of the Product shall not affect the Supplier's claims for payment of the remuneration to which it was previously entitled under these General Terms and Conditions and the relevant annexes.
12.4 The Supplier shall not be liable for the content of any part of the Product created for the Customer, namely, but not limited to, the content of Customer profiles and the content of Reports, nor for the truthfulness, timeliness, and accuracy of the data published.
13. Contact details
13.1 Unless otherwise agreed, all communications relating to the supply of the Product and these General Terms and Conditions shall be made to the Supplier via the contacts listed above.
14. Final provisions
14.1 During the supply of the Product, circumstances may arise that create a reasonable need for subsequent amendments to these General Terms and Conditions. For this purpose, the supplier is authorized to amend the GTC to the extent necessary. The Supplier is required to immediately inform the Customer of any changes to the General Terms and Conditions via the Product's Customer Interface and/or by sending an email to the address provided by the Customer. The Customer has the right to reject any changes to the General Terms and Conditions, which the Customer is required to notify the Supplier of in the Customer Interface and/or by email, no later than five (5) days from the time of notification of the change to the General Terms and Conditions. The General Terms and Conditions have been delivered to the Customer.
14.2 In the event of refusal to accept an amendment to the General Terms and Conditions, the Customer is required to cease use of the Service with immediate effect. In this case, the Supplier will cancel the Customer's registration on the Supplier's website and/or application. This provision shall not affect in any way the rights and obligations arising prior to the date of entry into force of the amendment to the General Terms and Conditions; in particular, the Customer shall not be entitled to a refund or waiver of the Product Fee following the termination of use of the Product.
14.3 The rights and obligations of the Supplier and the Customer with regard to the Service not governed by these General Terms and Conditions are governed by Italian law, in particular by the Civil Code. In the event of a conflict between these General Terms and Conditions and an individual agreement concluded between the Supplier and the Customer, the provisions of the individual agreement shall prevail.
15. Applicable Law and Exclusive Jurisdiction
Any disputes arising in relation to the use of the Product, the conclusion of the Contract, and these General Terms and Conditions shall be resolved exclusively in accordance with Italian law.
To this end, the Parties declare that they elect the Court of Milan as the exclusive place of jurisdiction, to the exclusion of all others.
The Parties acknowledge that they have negotiated all the terms of the Contract in good faith, discussed each individual clause, and fully understood its meaning. Therefore, in view of the foregoing, the Parties mutually acknowledge that Articles 1341 and 1342 of the Civil Code shall not apply.
