The terms governing our work.

Last updated: 13 May 2026

Template note: these are baseline B2B service terms aligned with how Vitale Systems describes the subscription publicly. Have a commercialista or legal advisor confirm the liability cap, jurisdiction clause, and any client-specific addendums before contracting at scale.

1. Parties

These Terms of Service ("Terms") govern the relationship between Vitale Systems (legal entity: Francesco Vitale, P.IVA 06178100878, registered at Via Repubblica 51, 95040 Ramacca (CT), Italy; "we", "us", "Vitale Systems") and the natural or legal person who subscribes to the service ("you", "Client").

2. Acceptance

By subscribing to the service, signing a statement of work, or otherwise engaging Vitale Systems, you accept these Terms in full. If you do not agree to any clause, do not engage the service.

3. The service

Vitale Systems is a frontend-development subscription. The standard scope is: landing pages, marketing sites, and SaaS interface components, delivered in 2–3 business days for typical pages and components; one week for full marketing sites or complex flows. Larger scopes are estimated when the request is picked up.

Default stack: Next.js, React, Tailwind, shadcn/ui, Framer Motion. We can match your existing stack where reasonable. Work is delivered as pull requests to a repository you own, or as a zip if you prefer.

4. Subscription, pricing, billing

The standard subscription fee is EUR 3,997 per month unless otherwise agreed in writing. The fee is billed monthly in advance via Stripe Payments Europe Ltd. (1 Grand Canal Street Lower, Dublin, Ireland). The subscription renews automatically each month until you pause or cancel.

Invoices are issued without Italian VAT pursuant to Art. 1, c. 54–89 of L. 190/2014. Italian B2B clients should apply the reverse-charge mechanism where required; EU intra-community B2B sales are issued under VIES.

5. Pause and cancellation

You can pause or cancel the subscription at any time before the next billing cycle through your account or by emailing info@vitalesystems.com. On pause: the queue freezes, and no further fees are charged until you resume. On cancellation: we complete any work-in-progress at the time of cancellation and stop billing.

6. Refunds

Fees already paid are non-refundable. Because you can cancel before the next cycle, you only pay for months you actually use. If you believe there is a delivery failure that justifies a refund, contact us and we will work it out in good faith.

7. Revisions

Unlimited revisions are included while the subscription is active. Revisions to work that has been signed off and delivered more than 30 days prior may be queued behind newer requests and treated as a new task.

8. Intellectual property

8.1 Code & deliverables

Once a deliverable is paid for as part of the subscription, full copyright and ownership of the produced source code transfers to you, with no royalties owed. You may use, modify, sublicense, or distribute the code as you wish.

8.2 Pre-existing & third-party components

Open-source libraries used in the work remain under their respective licenses (MIT, Apache, etc.). We may use pre-built utilities, design patterns, or boilerplate from previous client engagements provided they were not Client-owned at origin.

8.3 Portfolio rights

Unless you request otherwise in writing, we may showcase delivered work (screenshots, brand name, public URL, brief description) on our portfolio, social media, and marketing materials, no earlier than the Client's public launch of the work.

9. Confidentiality

Each party will keep confidential the other's non-public information shared during the engagement (designs, repositories, business strategy, internal data) for as long as that information remains confidential. We will sign a separate NDA on request.

10. Client responsibilities

You agree to:

provide timely access to design files, repositories, accounts, and any other resources needed to complete the work;
review and respond to delivered work within a reasonable time, typically 5 business days;
ensure the assets and content you provide do not infringe third-party rights;
keep your billing details and contact information current.

11. Warranties & disclaimers

We deliver work to a professional standard and warrant that the code we ship will perform substantially as described at the time of delivery. Beyond this, the service is provided "as is." We disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.

12. Limitation of liability

To the maximum extent permitted by law, our aggregate liability for any claim arising out of or related to the service is limited to the fees you paid us in the 3 months preceding the claim. We are not liable for indirect, consequential, incidental, special, or punitive damages, including loss of profits, data, or business opportunity. Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or anything that cannot be limited by Italian law.

13. Indemnification

You will indemnify and hold us harmless against any claim by a third party arising out of (a) content, assets, or instructions you provided; (b) your use of the deliverables; or (c) your breach of these Terms. We will indemnify you against any claim that the code we originally authored infringes a third-party copyright, provided you notify us promptly and let us control the defense.

14. Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (natural disaster, war, government action, large-scale infrastructure outages, etc.).

15. Termination

Either party may terminate the subscription at any time on written notice (email suffices). On termination we will complete or hand over any in-progress work and you will pay any outstanding fees for work delivered up to the termination date.

16. Governing law & jurisdiction

These Terms are governed by the laws of the Italian Republic. The exclusive jurisdiction for any dispute arising out of or related to these Terms is the court of Catania, except where consumer-protection law mandates otherwise.

17. Changes to these terms

We may update these Terms occasionally. Material changes will be announced by email to active clients at least 30 days before they take effect. Continued use of the service after that constitutes acceptance.

18. Miscellaneous

If any clause is held unenforceable, the rest of these Terms remain in effect. These Terms (together with any signed statement of work) constitute the entire agreement between you and Vitale Systems. No waiver is effective unless in writing.

19. Contact

Notices and questions: info@vitalesystems.com.