General Terms and Conditions (GTC) – Web and Grow GmbH — Web Design & Online Marketing (Italy)

These GTC govern all services of Web and Grow GmbH (hereinafter "Agency") to its business clients (hereinafter "Client") in Italy, in particular web design, development, hosting, maintenance, SEO/SEA, content, social media, e-commerce and other online marketing services.

1.2 Deviating GTC of the Client do not apply unless the Agency expressly agrees to them in writing. Individual offers/service descriptions prevail over these GTC in case of conflict; otherwise, these GTC supplement the individual contract.

1.3 The contract language is German or Italian; the version of the individual contract/offer prevails.

Web and Grow GmbH (hereinafter "Agency") also provides staff recruiting and employer branding services under the "Emploi" brand. Emploi is not a separate legal entity, but a brand of the company. The contracting party is exclusively the company.

The provider is entitled to unilaterally amend and/or supplement these GTC with effect for the future, insofar as this is necessary to safeguard legitimate interests. The Client will be informed in advance of the intended changes with reasonable notice. If the Client does not object to the validity of the new GTC within two weeks of notification (the "objection period"), the amended GTC shall be deemed accepted. The provider will point out the right of objection and the meaning of the objection period in its notification. In case of objection, the Client may continue use under the previous version.

Contracts come into being by acceptance of an Agency offer (signature, digital signature, PEC, confirmation email) or by commencement of work after written order.

2.2 Changes/additions require the written form (including PEC or signed email). No verbal side agreements exist.

2.1 The conclusion of the contract between Web and Grow GmbH and the Client may take place by remote means (in particular via video chat and/or telephone), in text form (e.g. by email) or in writing.

2.2 In the case of contracts concluded remotely, the Client consents to Web and Grow GmbH recording the call and/or video conference for evidence and documentation purposes.

2.3 Verbal side agreements are only valid if expressly confirmed by Web and Grow GmbH in writing or by email.

2.4 In case of change of ownership, sale of the company or the contract subject, the contractual relationships remain in force, unless Web and Grow GmbH expressly consents to a transfer.

Scope, milestones, deliverables and deadlines result from the offer/Statement of Work (SOW). Services may be works (Art. 1655 ff. Italian Civil Code), services (Art. 2222 ff.) or ongoing services/somministrazione (Art. 1559 ff.).

3.2 The Client shall provide in a timely and complete manner all required content, accesses, approvals and contact persons and shall cooperate to a reasonable extent. Delays/additional effort due to missing cooperation appropriately extend deadlines and are additionally remunerated.

Delivery of materials: The Client delivers texts, templates, photos, price lists, special packages and features within 3 weeks of order placement. Otherwise, the Agency cannot guarantee timely performance.

3.4 Change requests: Change requests are recorded in writing; deadline and remuneration consequences are confirmed before implementation (change-order process).

Insofar as the Client provides the contractor with texts, images or other content for the performance of the commissioned services, he shall ensure that such content does not violate the rights of third parties (e.g. copyrights, trademark rights, etc.) or other legal norms. It is pointed out that the contractor is not legally entitled to provide legal advice to the Client. In particular, the contractor is neither obliged nor legally able to check the Client's business model and/or works created or acquired by the Client (layouts, graphics, texts etc.) for compatibility with applicable law. The contractor will not carry out any trademark research or other IP conflict checks regarding the works provided by the Client. Insofar as the Client gives specific instructions regarding the work to be produced, he is liable for this himself.

Specifically for websites: The contractor is neither entitled nor obliged to advise the Client on competition, consumer, labelling or other legal questions. It is therefore incumbent on the Client to inform himself about the competition, consumer or labelling regulations applicable to his shop and, if necessary, to have the shop reviewed by a specialised lawyer.

End-Of-Life (EOL): 11.1. Web and Grow GmbH does not warrant that the websites and/or web-based services provided to the Client (including design, functions, extensions, interfaces, plug-ins, themes and other components) will be updated, further developed and/or operated for a specific period, and/or that maintenance, support or customer service will be available for a specific period. This applies both to websites or software created and provided directly by Web and Grow GmbH and to those originating from or integrated via third parties (e.g. external services, libraries, hosting, CMS or plugin providers). Web and Grow GmbH and/or third parties may at any time discontinue updating, further development, provision, operation and/or maintenance and support for the websites or individual components (so-called "End-of-Life" or "EOL"). Web and Grow GmbH is not liable for any damage suffered by the Client due to missing updates, missing maintenance/support or the incompatibility of the website(s) or their components with other systems and/or products of the Client. It is incumbent on the Client, in case of EOL, to replace, adapt or migrate his systems, components and/or the website to alternative solutions in a timely manner.

Maintenance/updates: 12.1. Notwithstanding any warranty claims of the Client against Web and Grow GmbH under these GTC or mandatory statutory provisions, the Client has no claim against Web and Grow GmbH for customer service/maintenance, or for the provision of support packages, updates, patches or other improvements to Web and Grow GmbH's software solutions and services, if the Client has not concluded a corresponding maintenance contract with Web and Grow GmbH or does not order support/updates/patches/improvements individually for payment. Web and Grow GmbH accordingly assumes no liability towards the Client for direct or indirect damage arising from lack of maintenance, lack of updates or lack of system care of the software solutions and services.

Campaigns: Insofar as the Client instructs Web and Grow GmbH to place online advertisements in the name of the Client, he grants Web and Grow GmbH a corresponding power of attorney. Advertising accounts (Meta Ads, Google Ads etc.) created in the name of the Client remain property of the Client. Web and Grow GmbH reserves the right not to disclose internal setups and frameworks (e.g. tracking setups, templates).

Many services of the company relate to social media platforms such as LinkedIn, Meta (Facebook, Instagram), TikTok or other online services (hereinafter "Platforms"). These Platforms may at any time block, restrict or remove content, ads or accounts in accordance with their terms of use. 2.2 The company has no influence on technical availability, algorithmic decisions, reach changes, blocks, comment functions or other measures of platform operators. It cannot therefore be assured that content is always accessible or achieves a certain reach. 2.3 Restrictions or blocks by Platforms, changes of functions or guidelines and technical failures do not constitute a defect in the company's services.

The Agency may engage third parties/subcontractors. Third-party services (e.g. domains, hosting, newsletter tools, fonts, stock material, AI services, payment services, Google/Facebook/LinkedIn Ads) may be required. Contracts on this exist either directly between Client and third party or – when brokered by the Agency – in the name and for the account of the Client. Their terms of use apply in addition. Open source components may be used; their licenses must be observed. Restrictions/attributions are documented.

The engagement of third parties may take place in the company's own name and for its own account or in the name and for the account of the Client. If a third party is engaged in the name of the Client, the company informs the Client in advance. 5.3 The company selects third parties carefully and ensures that they have the required professional qualifications. Third-party services are additionally subject to their own contractual conditions.

Obligations to third parties, in particular ongoing license or usage costs (e.g. software subscriptions, platform fees), that extend beyond the contract term with the company, pass to the Client after notification and are to be borne by him, also in case of early termination of the contract with the company.

5.1 Prices are net plus statutory VAT (currently 22%). Offers – unless expressly designated as a lump sum – are effort-based (Time & Material) at the applicable daily rates or according to the categories/pricing models set out in the order.

Invoices from the company are, unless otherwise agreed, due for payment immediately upon receipt and without deduction.

The stated price includes exclusively the service fees for the services of Web and Grow GmbH. The advertising budget is not included in the price and is billed directly between Client and Platform.

Categories/price adjustments: Notifications by the Client for an upgrade are implemented after payment of the corresponding surcharge according to current tariffs. In case of downgrade, the adjustment takes place without (partial) refund of already paid fees.

5.1.2 Tariff changes: The Agency may adjust tariffs. Beneficial changes take effect automatically. Detrimental changes are notified in writing and take effect 45 working days after dispatch. The Client may withdraw within 15 working days of announcement without notice by registered letter (postmark date is decisive). In the absence of withdrawal, the changes are deemed accepted.

5.2 Payment term: 14 days from invoice date, without deduction. Instalment/partial payments according to offer.

5.3 In case of default, default interest and lump-sum recovery costs pursuant to D.Lgs. 231/2002 apply; further damages reserved. The Agency notifies default and the specific default interest incurred in writing. The Agency may suspend services in case of default, block accesses and demand advance payments for further services; the payment obligation remains. If, despite suspension, no payment is made for 15 working days, the Agency may terminate the contract pursuant to Art. 1456 Italian Civil Code with immediate effect.

Web and Grow GmbH has the right to terminate the contract with immediate effect within the meaning of Art. 1456 Italian Civil Code in the following cases: Client's default in payment of sums owed for more than 4 weeks (also if the default relates to another contract concluded between Web and Grow GmbH and the Client); judicial liquidation of the Client or opening of another insolvency proceeding against the Client.

5.4 Third-party/ancillary costs (e.g. travel expenses, licenses, Ads budgets, stock) are borne by the Client; advances may be demanded.

In case of instalment payment, if the Client is in default vis-à-vis the provider with at least two due payments, the provider is entitled to terminate the contract extraordinarily and discontinue services. The provider is entitled to claim as damages the entire remuneration accruing until the next ordinary termination date.

A set-off by the Client with own claims against claims of the company is only permissible if such claims have been acknowledged in writing by the company or established with final and binding effect.

Insofar as SEPA direct debit is agreed, the Client shall, after conclusion of the contract, grant the provider a written SEPA direct debit mandate. A (SEPA) direct debit authorisation granted to the provider is valid until revoked also for further business relations. Should agreed direct debits not be collectible from the Client's account and a chargeback occur, the Client is obliged to transfer the amount owed to the provider within three working days of the chargeback and to bear the costs caused by the chargeback.

6.1 Deadlines are only binding if promised in writing as binding and if the Client fulfils his duties to cooperate.

Work services are subject to acceptance. The Client checks within 10 calendar days of provision. If no defect notification is made, the service is deemed accepted. Insignificant defects do not preclude acceptance.

Warranty: For work services, Art. 1667 ff. Italian Civil Code (defect rights) apply. Defects must be reported immediately in detail. Rectification takes priority; further rights exist under statutory provisions. For services, the duties of care of a proper specialist company apply.

It is also incumbent on the Client to check the service for its legal admissibility, in particular under competition, trademark, copyright and administrative law. The Agency is only obliged to a rough check of legal admissibility. In case of slight negligence or after fulfilment of any warning duty vis-à-vis the Client, the Agency is not liable for the legal admissibility of content that has been specified or approved by the Client.

12.4 The warranty period is six months from delivery/service. The right to recourse against the Agency lapses one year after delivery/service. The Client is not entitled to withhold payments due to complaints.

The right of the Client to apply for a reduction of fees already paid or still to be paid to Web and Grow GmbH in the event of defects is expressly excluded.

7.1 No guarantees are given for certain positions/rankings, click numbers, conversions, revenues or ROAS. Algorithms/policies of search engines/platforms may change; effects arising from this are beyond the Agency's sphere of influence. Ads budgets, bidding strategies and approvals are the Client's responsibility; without timely budget provision the Agency cannot run campaigns.

8.1 Subject to third-party/open source rights, after full payment the Agency grants the Client a simple, non-transferable, non-sublicensable right of use to the individually created work results for the contractually agreed purpose, unless otherwise agreed. Source codes, development environments, standard modules, frameworks and tools generally remain with the Agency; a handover/transfer only takes place if agreed in writing and separately remunerated. The Client warrants that content provided is free from third-party rights and indemnifies the Agency from related claims.

8.3 The Agency may use project name/logo/work samples for reference and portfolio purposes (website, pitches, social media), unless the Client objects in writing for important reasons.

Web and Grow GmbH and Emploi are entitled to use completed projects as case studies. This includes the publication of project information on the Emploi website and in other marketing materials.

Web and Grow GmbH and Emploi are entitled to use the Client's logo as a reference. This includes use on the website, in presentations, on social media and in other marketing materials.

The Agency is entitled to use the Client's name, logo, industry designation and a general description of services as a reference in its own marketing documents, presentations and online appearances. This also includes further, detailed presentation of project results, case studies and concrete business results of the Client.

The Agency is entitled to refer to itself and, where applicable, to the author on all advertising materials and in all advertising measures, without the Client being entitled to any remuneration.

9.1 The parties comply with the GDPR and Italian data protection law.

9.2 Insofar as the Agency processes personal data on behalf, the parties shall conclude a data processing agreement (Art. 28 GDPR) before commencement. Without such agreement, only services that do not require processing on behalf are performed.

9.3 The Client is responsible for the lawfulness, content and information duties of his online services (e.g. cookie banner, privacy notice, imprint, consent management). Further information in the privacy policy.

10.1 Confidential information must be kept secret and used only for contractual purposes.

10.2 The Agency may continue to use general know-how, ideas and skills acquired in the course of service provision, insofar as no protection rights or secrets of the Client are violated.

10.1 The Client shall treat as strictly confidential all business transactions of Web and Grow GmbH that become known to him in the context of the contractual relationship, in particular information on the techniques, applications, processes used for service provision as well as the general approach or correspondence with Web and Grow GmbH. This obligation also applies beyond the end of the contract. All such non-obvious information and data that becomes known in the context of the contractual relationship constitutes business and trade secrets, the disclosure of which to third parties is not permitted. A violation may give rise to claims for damages by Web and Grow GmbH against the Client. This also applies beyond the end of the contract. As lump-sum damages, an amount equal to 3 monthly fees of the Client is agreed. The Client can prove that Web and Grow GmbH suffered less or no damage. Web and Grow GmbH is entitled to prove higher damage and to assert it against the Client.

10.2 Web and Grow GmbH, in the absence of a paid archiving agreement with the Client, is not obliged to retain and hand over the data created and stored in the context of the contractual relationship after its termination.

The Agency is liable without limitation in case of intent and gross negligence as well as in case of injury to life, body or health.

In case of slight negligence, the Agency is only liable for the breach of essential contractual obligations (cardinal obligations) and limited in amount to the typically foreseeable damage, but at most to the net remuneration paid by the Client to the Agency in the last 12-month period prior to the occurrence of damage.

11.3 Liability for indirect damage, lost profits, data loss (without adequate backups) and consequential damage is excluded, insofar as legally permissible. Mandatory statutory liabilities remain unaffected.

Non-attributable disruptions: There is no liability for disruptions/delays/interruptions not attributable to the Agency, in particular in case of (i) force majeure, (ii) events outside the Agency's control area, (iii) delays or disruptions due to third parties (e.g. platforms/providers), (iv) incorrect use of the services by the Client.

Web and Grow GmbH is not liable for the content of advertisements created at the request and according to the specifications of the Client. The Client ensures that all advertisements and advertising materials comply with the applicable legal provisions.

Web and Grow GmbH assumes no liability for claims arising from advertising promises or possible copyright infringements, insofar as these have been agreed with and approved by the Client.

Insofar as the Client engages Web and Grow GmbH as an agency to open member accounts with other internet portals for the Client, the immediate legal consequences of this registration affect the Client. Web and Grow GmbH may act in this regard both in open and covert representation for the Client and conclude contracts.

Insofar as the liability of Web and Grow GmbH is excluded or limited, this also applies to the personal liability of employees, staff, agents and vicarious agents.

The order – unless deviating in the offer/SOW – is granted for a fixed term. The contractual year begins with the signing of this order by both parties, unless a different period has been defined under "Other agreements".

Interruption of campaigns: In case of advertising/campaign interruptions requested by the Client, a flat rate of EUR 50.00–150.00 (depending on scope) applies for the additional effort.

12.3 Early withdrawal by the Client: An early withdrawal for reasons not attributable to the Agency is excluded. Statutory withdrawal rights for good cause (Art. 1453, 1455, 1463 ff. Italian Civil Code) remain unaffected.

12.4 For projects, the contract ends with acceptance/service provision. For ongoing services, the minimum term agreed in the offer applies; thereafter terminable monthly with 30 days' notice to the end of the month, unless otherwise agreed.

12.5 Termination for good cause remains reserved (e.g. payment default over 15 days, significant breaches of duty, legal violations). In case of default/legal violations, the Agency may provisionally suspend/block services.

The contract is deemed concluded when payment has been received as agreed. In case of instalment payments, the Agency is entitled to withdraw from the contract if the payment default exceeds 15 days; in this case, the service is billed up to withdrawal.

If the Client withdraws because the desired success has already occurred before the end of the campaign, it is agreed that the contract shall be considered up to 99% fulfilled, and the service shall accordingly be billed at 99%.

Invoices of Web and Grow GmbH are deemed approved unless the Client objects within three weeks of receipt of the invoice. Objections of the Client to the respective invoice are excluded after the expiry of the objection period.

5.4 Insofar as, during the contract term, a mutually agreed change of the original contract conditions is made (e.g. in the form of an upgrade), the minimum contract term agreed in this amendment contract begins from the time of the change uniformly for the original and amended contract content. If no minimum contract term has been agreed in the amendment contract, the originally agreed minimum contract term applies, which begins anew at the time of the change, uniformly for the amendment and the original contract content.

5.6 Unless a contract between Web and Grow GmbH and the Client is terminated in writing at least 30 calendar days before expiry of an agreement, the contract is extended by the originally agreed term.

Events outside the control of a party (force majeure, e.g. failures of third-party platforms/networks, strike, official orders) exempt from performance obligations for the duration of the disruption and to the extent of its effect; deadlines are extended appropriately.

The Client may only assign/transfer rights/obligations with the consent of the Agency. Set-off/retention is only permissible with undisputed or legally established claims.

15.1 Severability clause: Should provisions be or become invalid, the contract remains otherwise valid; in place of the invalid provision, a regulation shall apply which comes closest to the economic purpose.

Applicable law: Italian law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

15.3 Place of jurisdiction: Bolzano.

Information/communication: Legally effective declarations may be made by PEC or in writing by email, provided that identity/integrity is verifiable.