These General Terms and Conditions of Service govern the relationship between UpVentures and its clients. Acceptance of the commercial proposal or signing of a service contract implies full acceptance of these Terms.
For the purposes of these Terms, the following definitions apply:
These Terms apply to all services delivered by UpVentures and take precedence over any general conditions of the Client, unless otherwise agreed in writing.
UpVentures provides the following professional services:
The specifics of each Project are detailed in the Commercial Proposal accepted by the Client. UpVentures reserves the right to engage qualified collaborators and sub-contractors for service delivery.
The contract between UpVentures and the Client is formed upon:
Prior to contract formation, UpVentures may offer a complimentary exploratory call of up to 30 minutes. Such call does not constitute commencement of service delivery and creates no commercial obligation for either party.
Any change to the Project scope beyond what was agreed in the Commercial Proposal must be agreed in writing between the parties and may result in revised fees and timelines.
Fees for services are those indicated in the Commercial Proposal accepted by the Client. Unless otherwise agreed in writing:
Payments must be made within 15 days of the invoice date, unless otherwise agreed. In case of late payment, UpVentures reserves the right to apply interest as permitted by applicable law and to suspend service delivery until payment is regularised.
All prices are exclusive of VAT, which will be applied at the applicable rate. Out-of-pocket expenses incurred by UpVentures in the execution of the Project (e.g. software licences, hosting, third-party services) will be reimbursed by the Client upon presentation of receipts.
To enable proper execution of the Project, the Client agrees to:
Delays in Project execution caused by the Client's failure to meet its obligations shall not be attributable to UpVentures. In such cases, UpVentures reserves the right to revise timelines and, where applicable, fees.
Commissioned Deliverables: unless otherwise agreed in writing, upon receipt of full payment, UpVentures assigns to the Client the economic exploitation rights over Deliverables specifically created for the Project (e.g. source code, design, copy).
UpVentures tools and methodologies: all methods, frameworks, templates, libraries, reusable components, and know-how developed by UpVentures independently of the Project remain the exclusive property of UpVentures. The Client receives a non-exclusive licence to use such elements to the extent they are incorporated into the Deliverables.
Third-party rights: software, open-source libraries, and third-party services used in the Project remain subject to their respective licences, which the Client is required to comply with.
Portfolio: UpVentures reserves the right to mention the Client's name and a general description of the Project in its portfolio and commercial communications, unless the Client expressly objects in writing.
Both parties agree to keep confidential any information received from the other party in connection with the Project. Confidential information includes all data, documents, strategies, financial data, and technical information that is not already in the public domain or has not been disclosed by authorised third parties.
The confidentiality obligation remains in force for 3 years after the end of the contractual relationship, unless the information enters the public domain through circumstances beyond the parties' control.
At the Client's request, a separate non-disclosure agreement (NDA) may be signed before the exploratory call.
UpVentures undertakes to perform services with the professional diligence required by the nature of the engagement. However:
Note: Venture building and strategic consulting services are by nature intellectual and creative activities. Final outcomes depend on the quality of information provided by the Client and on market dynamics. UpVentures cannot be held liable for business decisions made by the Client based on its recommendations.
Term: the contract has the duration indicated in the Commercial Proposal. Contracts for ongoing services renew automatically unless cancelled with 30 days' written notice.
Client withdrawal: the Client may withdraw from the contract with 15 days' written notice. In that case, fees accrued up to the effective date of withdrawal are due to UpVentures, plus a cancellation fee equal to 20% of the remaining contract value to cover reorganisation costs.
UpVentures withdrawal: UpVentures may withdraw from the contract with 15 days' written notice in the event of supervening impossibility, material unilateral changes to the Project scope, or Client behaviour incompatible with proper service delivery.
Termination for breach: in the event of non-payment beyond 30 days from the due date or material breach of contractual obligations, UpVentures has the right to terminate the contract, retaining the right to accrued fees and compensation for damages.
These Terms and any service contracts concluded with UpVentures are governed by Italian law.
For any dispute relating to the interpretation, validity, performance, or termination of these Terms or service contracts, the Court of Turin shall have exclusive jurisdiction.
The parties agree in any case to attempt an amicable resolution of any dispute before initiating legal proceedings, through formal written communication and a negotiation period of at least 30 days.
The invalidity or unenforceability of one or more clauses of these Terms does not affect the validity of the contract as a whole, which remains valid and effective for the remaining provisions (severability clause).
Failure or delay by UpVentures in exercising any right does not constitute a waiver of that right.
UpVentures reserves the right to amend these Terms. Amendments will be communicated with at least 30 days' notice and will apply to new contracts entered into after they take effect.
For any formal communication: info@upventures.io