Terms and conditions

1. Preamble

These General Terms and Conditions (the "Terms") govern:

the use of the website www.syncronika.it (the "Website");
the supply of professional services offered by Syncronika Srl, single shareholder company, registered office at Bastioni di Porta Nuova 21, 20121 Milan (MI), Italy, VAT no. 01802650380, REA MI-2098838 ("Syncronika" or the "Provider"), to clients requesting one or more services described in the Services section of the Website (the "Client").

Use of the Website implies full acceptance of these Terms.

The specific contractual relationships between Syncronika and its Clients are governed by contracts, service orders or quotes signed between the parties, which prevail over these Terms in case of conflict.

2. Subject

Syncronika offers digital consulting and operational services, including — by way of example and not limitation:

design and development of websites and e-commerce platforms;
design and implementation of digital applications and platforms;
definition of brand identity and visual communication projects;
planning and management of digital marketing, social media and advertising campaigns;
strategic consulting, positioning and marketing-as-a-service;
design and implementation of automations and AI agents;
SEO, content marketing and email marketing activities.

The specific services, timing, delivery methods, expected deliverables and fees are defined on a case-by-case basis in a quote signed by the Client or in a service contract.

3. Engagement

The contractual relationship is concluded with the Client's written acceptance of the quote. Acceptance can take place by signing the document, by email reply or by explicit adherence to the proposed economic terms.

In the absence of a signed quote, these Terms apply solely to the use of the Website and do not entail any obligation for Syncronika to perform professional services.

4. Service delivery

Services are delivered according to the times and methods agreed with the Client. Unless otherwise agreed:

Syncronika operates with the professional diligence proper to a qualified operator in the sector.
The timings indicated in the quotes are merely indicative and may be revised based on technical needs, testing activities or delays in the supply of materials and content by the Client.
The Client undertakes to promptly provide the information, materials, accesses and approvals necessary for the execution of the services. Any delays attributable to the Client result in the realignment of the schedule.

5. Fees and invoicing

Fees for the services are indicated in the quote or contract signed by the parties. Unless otherwise agreed:

Fees are stated net of VAT and any other tax charges.
Payment shall be made by bank transfer on the terms indicated in the quote.
For continuous services or monthly fees, invoicing is in advance.
In case of non-payment by the agreed deadlines, Syncronika reserves the right to suspend the supply of the services, without prejudice to the right to compensation for damages.

6. Intellectual property

Unless otherwise agreed in writing:

The rights of use of the deliverables delivered to the Client (websites, graphic content, creative work, project-specific source code) are transferred to the Client upon full payment of the agreed fee.
The methods, tools, libraries, frameworks, software modules and pre-existing know-how used in the delivery of the services, as well as the reusable components developed over time, remain the exclusive property of Syncronika.
Materials, trademarks, logos, content and data provided by the Client remain the property of the Client; the Client warrants that it lawfully holds them and indemnifies Syncronika against any third-party claim.
Syncronika may include the work carried out for the Client in its own portfolio (Website, commercial materials, social networks) unless the Client expressly requests otherwise in writing.

7. Confidentiality

The parties undertake to keep confidential all information of a commercial, technical, organisational or strategic nature that they become aware of in the execution of the contract. The confidentiality obligation remains in force for 3 years after the termination of the contractual relationship.

8. Personal data processing

The processing of personal data is carried out in accordance with the Privacy Policy and any data processor agreement signed between the parties, where applicable.

9. Limitation of liability

Save in cases of wilful misconduct or gross negligence, Syncronika's liability towards the Client for any damages arising from the execution of the services is limited to the net fee agreed for the specific service in which the harmful event occurred.

Syncronika is not liable for:

delays or impossibility of delivery due to force majeure or to the conduct of the Client or third parties;
malfunctions, interruptions or data loss attributable to third-party service providers (hosting, CDN, cloud platforms, social media, external APIs);
indirect or consequential damages, loss of profit, loss of image.

10. Withdrawal and termination

Unless otherwise agreed, each party may withdraw from the contract giving 60 days' written notice via certified email or registered mail. In case of withdrawal, the Client is required to pay the fee for the activities already carried out and for those scheduled until the effective date of the withdrawal.

Syncronika reserves the right to terminate the contract in case of serious breach by the Client — in particular for non-payment or for requests conflicting with the law or with its professional values.

11. Changes

Syncronika reserves the right to change these Terms at any time, communicating the change via the Website. The changes apply to contracts signed after their publication.

12. Applicable law and jurisdiction

These Terms are governed by Italian law. Any dispute arising from the interpretation or execution of these Terms or of any contract signed with Syncronika shall be exclusively subject to the jurisdiction of the Court of Milan.