Terms and conditions

About Gitogi and this document

Version dated 21 October 2026.

The website www.gitogi.com (the Website) is operated by Gitogi Srl (Gitogi), whose registered office is at Piazza IV Novembre 4, 20124 Milano, Italy. Italian VAT and tax identification number: 14288420962. Economic and Administrative Register reference: MI-2772051. Share capital: €10,000, fully paid.

You can contact Gitogi at info@gitogi.com, by Italian certified email (PEC) at pec@pec.gitogi.com, or on +39 334 931 6636.

This document has two parts:

• Part I concerns use of the Website by all visitors, including consumers;
• Part II sets out the B2B terms that apply to contracts which refer to and incorporate them under clauses 12–14.

Visiting the Website does not create a contract for professional services. Purchases and payments cannot be made through the Website.

Personal data processing and cookies are described in the Privacy Policy and Cookie Policy. Where Gitogi processes personal data on a customer's behalf, that relationship must be governed by the Data Processing Agreement, completed for the relevant project.

Part I — Use of the Website

1. What the Website provides

The Website presents Gitogi's services: Odoo and business management system implementation, bespoke software, artificial intelligence integration and consultancy using the AIRA method.

You can use the contact form, sign up for the newsletter and interact with the Gitogi AI virtual assistant. The Website may also publish information and articles.

Browsing is free and does not require registration. There is no public registration facility: the restricted area is exclusively for authorised administrators.

2. Nature of the information

Website content provides general information and is not professional advice on your particular circumstances. Any indications of prices, timescales or outcomes must be assessed against the project and confirmed in the Proposal.

The presentation of services is not an offer to the public under Article 1336 of the Italian Civil Code. Contracts for professional services are concluded under Part II.

Content may contain errors or become out of date. You can report an inaccuracy to info@gitogi.com. Statutory duties of fair dealing and liabilities remain unaffected.

3. Gitogi AI, the virtual assistant

Gitogi AI is an artificial intelligence system: when you use it, you interact with an automated assistant.

The chat answers questions about Gitogi's services and allows you to ask us to contact you. Before using it, you must give the separate consent described in the Privacy Policy. You can withdraw that consent in the chat or on the Your Consents page. Withdrawal is recorded, deletes the cookie and prevents further use of the chat without fresh consent. It does not affect the lawfulness of earlier processing. Conversations already saved are retained for the periods described in the Privacy Policy, subject to any erasure obligations under the GDPR.

• Responses are generated automatically and may be inaccurate or incomplete. They are not advice on your circumstances and do not constitute Gitogi's acceptance of an engagement, quotation or contractual commitment.
• The chat does not make automated decisions producing legal or similarly significant effects on you.
• If you ask to be contacted, the details of your request and an extract from the conversation are forwarded to Gitogi as described in the Privacy Policy.
• Provide only necessary information. Do not submit health data or other special categories of personal data, data about criminal convictions or offences, other people's personal data, credentials or business secrets.
• Do not use the chat for unlawful activities, to bypass instructions or security measures, or to submit unauthorised automated requests.

Read more on the AI Transparency page and in the AI Acceptable Use Policy. You can contact Gitogi without using the chat by writing to info@gitogi.com or using the contact form.

4. Newsletter

Signing up is free and is completed by opening the confirmation link sent to you by email. No particular publication frequency is guaranteed.

You can unsubscribe on the Your Consents page or through the link in the welcome email. You can also write to info@gitogi.com.

Using the Website or submitting a contact request does not amount to consent to receive marketing communications.

5. Rules for using the Website

Do not use the Website to:

• submit unlawful content, unsolicited advertising or third-party data without authority;
• provide misleading information about your identity or the origin of a request;
• access restricted areas without authorisation or bypass security measures and usage limits;
• compromise the Website's availability or integrity;
• extract or reuse content in breach of intellectual property rights, database rights or data protection law.

These rules do not restrict uses permitted by law, including applicable exceptions and limitations for text and data mining. These rules do not prohibit ordinary indexing by search engines.

Where there is abuse or a security risk, Gitogi may restrict or block the affected requests to the extent and for the time necessary. Any retention of evidence to protect its rights must comply with data protection law and the Privacy Policy.

6. Intellectual property

Website content may be protected by copyright, trade mark rights and other rights belonging to Gitogi or the relevant rights holders, where the legal requirements for protection are met. Referring to the AIRA method does not confer exclusive rights over ideas, principles or methods as such.

You may share links and quote short extracts from Gitogi's content with attribution, without distorting their meaning or suggesting endorsement by Gitogi. Other uses permitted by law and any licences applying to individual materials remain unaffected.

Uses reserved to rights holders require their permission. Odoo is a trade mark of Odoo S.A.; other trade marks belong to their respective owners.

7. Links to third-party websites

The Website links to external services, for example to book a call, contact Gitogi through messaging services or visit social media pages.

Following a link takes you to a service operated by its provider, subject to that provider's terms and privacy information. A link does not mean that Gitogi controls or endorses all content on the service. Gitogi remains liable for matters attributable to it under applicable law.

8. Website availability

The Website and its functions may be interrupted or changed for maintenance, security or organisational reasons. Gitogi makes no contractual commitment to the continuous availability of the Website, which is free to use.

Website unavailability does not change Gitogi's obligations under an existing professional services contract. Communications about that contract are governed by the contact details and procedures in clause 33.

9. Liability for use of the Website

Liability arising from use of the Website is governed by law, taking account of the informational nature of its content and the automated assistant's limitations described above.

Part I does not exclude liability for matters attributable to Gitogi or restrict statutory remedies. In particular, Article 1229 of the Italian Civil Code, mandatory consumer rights and data protection safeguards remain unaffected.

10. Changes to Part I

Gitogi may update Part I by publishing the revised text and its date on this page. Changes concern subsequent use of the Website and do not retrospectively affect accrued rights.

Publication of an update and continued browsing do not constitute consent to personal data processing or specific approval of contractual clauses under Articles 1341 and 1342 of the Italian Civil Code.

11. Governing law and courts for Website use

Part I is interpreted under Italian law, subject to mandatory rules and the rules applicable to international relationships.

If you are a consumer, the choice of Italian law does not deprive you of mandatory protections under the law that would otherwise apply, including, where applicable, the law of your country of habitual residence.

The competent courts are determined by applicable law. Rules protecting consumers in relation to jurisdiction remain unaffected. Part I does not contain an exclusive jurisdiction clause.

Part II — General terms for professional services

12. Scope and customers

12.1. These general terms (the Terms) govern the services Gitogi expressly undertakes in the accepted proposal. They may include Odoo and business management system implementation and customisation, bespoke software, integrations, artificial intelligence solutions and consultancy using the AIRA method, together with specifically agreed ancillary activities (the Services).

12.2. The Services are intended for businesses and professionals contracting for purposes relating to their activities (the Customer). Consumer status depends on the actual circumstances and cannot be excluded merely by a contractual declaration. If mandatory consumer protection rules apply, they prevail over incompatible provisions.

12.3. The Terms apply to offers, quotations and technical and commercial proposals that refer to and incorporate them (the Proposal). Customer terms become part of the Contract only if Gitogi expressly accepts them in writing. Merely receiving an order containing different terms does not constitute acceptance of those terms.

13. Contract documents and priority

13.1. The contract (the Contract) comprises the accepted Proposal, its identified schedules, agreed variations and these Terms. In the event of conflict:

• subsequently agreed variations prevail over the provisions they amend;
• the Proposal and its specific schedules prevail over the Terms;
• for personal data processing on the Customer's behalf, the Data Processing Agreement (DPA), completed for the project, prevails over incompatible provisions in the other documents.

Mandatory law and any standard contractual clauses for data transfers always take precedence in accordance with their applicable priority rules.

13.2. Before the Contract is concluded, Gitogi must provide the Customer with a copy of the Terms and other incorporated contractual documents in a form the Customer can retain, identifying their versions. The reference for this version is “15 September 2026”.

13.3. A later change to a linked webpage does not automatically amend the Contract. Privacy notices describe the relevant processing and do not, merely by being referenced, constitute a data subject's consent or the Customer's instructions.

14. Formation of the Contract

14.1. Unless stated otherwise, the Proposal remains open for acceptance for thirty (30) days from issue.

14.2. The Contract is concluded when, within that period, Gitogi receives the Proposal signed by the Customer or written acceptance, including by email or PEC, which identifies the Proposal without changing its terms. Acceptance must come from someone authorised to bind the Customer. A modified or late acceptance requires Gitogi's acceptance.

14.3. Work requested before formal execution must be preceded by a written agreement identifying at least its scope, fees and applicable documents. A request to start, or the performance of work, does not replace the specific approval required by clause 37.

14.4. Electronic signatures and digital declarations must satisfy the applicable requirements for form and evidence. These Terms do not treat acceptance by email or PEC alone as equivalent to separate, signed approval of the clauses listed in clause 37.

15. Performance of the Services

15.1. Gitogi must perform the Services with the professional care required by their nature under Article 1176(2) of the Italian Civil Code. The Italian rules governing an organised works or services contract (appalto), a contract for independent work (contratto d'opera) or an intellectual professional services engagement apply according to the actual characteristics of the work, including within a mixed contract.

15.2. For analysis and consultancy, Gitogi must carry out the agreed activities and provide the agreed reports or other work products, without guaranteeing additional financial or organisational outcomes. For software, configurations and integrations, it must deliver the expressly agreed functionality and performance in the environments and under the conditions specified in the Proposal.

15.3. The Customer authorises Gitogi in advance, including under Article 1656 of the Italian Civil Code where applicable, to subcontract individual activities to external contractors and businesses. This does not override a requirement for personal performance or a different authorisation under the law or the Proposal. Gitogi remains responsible for contracted performance entrusted to those parties and must bind them to confidentiality. This authorisation does not replace the authorisation required for sub-processors, which is governed by the DPA and Article 28 GDPR.

15.4. The Proposal must distinguish estimates from binding delivery dates. An agreed deadline remains binding even if it is not expressly designated essential under Article 1457 of the Italian Civil Code. Changes to timescales are permitted where provided for in the Contract or agreed in writing.

16. Customer cooperation

16.1. The Customer must:

• provide accurate and complete information, data and specifications in good time;
• appoint a contact and identify that person's approval authority;
• make the necessary users and access available, with permissions appropriate to the work;
• provide responses within agreed periods;
• hold the necessary rights and lawful grounds for supplied materials and data;
• disclose regulatory, organisational and technical constraints relevant to the project that Gitogi could not reasonably be expected to know.

16.2. If a failure to cooperate attributable to the Customer affects performance, Gitogi must explain the foreseeable effects. Affected deadlines are extended to the extent justified by that failure, including reasonable rescheduling time. Necessary and substantiated additional costs are calculated at agreed rates; where no applicable rates have been agreed, a written agreement is required. Gitogi remains responsible for any contribution of its own and for failing to identify problems that should have been recognised with the required care.

16.3. For data and systems under its control, the Customer must arrange suitable backups before migrations, updates or releases, unless Gitogi has been expressly engaged to do so. Before operations that could compromise data, the parties must identify who will perform the backup and any necessary restoration checks. Gitogi's contractual and statutory duties of security, safekeeping and care remain unaffected.

17. Variations

17.1. Work outside the Proposal requires a written variation describing the work, fees and effects on timescales, approved by authorised representatives before it starts. Gitogi is not required to perform that work without agreement.

17.2. If an assumption expressly identified in the Proposal proves incorrect for reasons not attributable to Gitogi, the parties must consider the necessary adjustments in good faith. This does not give Gitogi a unilateral right to increase prices or reduce the Services.

17.3. Applicable statutory rules on necessary variations and supervening circumstances remain unaffected. Corrections required to remedy Gitogi's breach are not chargeable variations.

18. Fees, invoicing and payment

18.1. The Proposal sets out fees, the calculation method, payment milestones and any recurring charges. Amounts exclude VAT and other statutory charges.

18.2. Unless agreed otherwise, time-based work is invoiced monthly in arrears with a summary of work and time spent. Fixed-price work is invoiced at agreed milestones or, if none are specified, on completion. Periodic fees are invoiced in advance for the agreed period. Travel and out-of-pocket expenses are reimbursable only if agreed.

18.3. Unless a different payment term is validly agreed, payment is due within thirty (30) days of receipt of the invoice. Italian Legislative Decree 231/2002 continues to govern the commencement of payment periods and late-payment interest. Where its conditions are met, Gitogi is entitled to interest accruing automatically, the fixed sum of €40 for recovery costs and further reasonable, substantiated recovery costs allowed by law.

18.4. If payment is overdue, Gitogi may suspend the affected Services fifteen (15) days after receipt of a written reminder identifying the debt and warning of suspension. Suspension must be proportionate and consistent with good faith under Article 1460 of the Italian Civil Code, taking account of any reasoned objections raised by the Customer. Gitogi must communicate the effects on timescales and resume work after payment, allowing reasonable time to reorganise it. Data protection and data return obligations remain unaffected.

18.5. For ongoing services, Gitogi may adjust fees for the next period proportionately to substantiated changes in costs directly relevant to the service. It must give written notice of the reason and revised amount at least ninety (90) days before expiry. The Customer may prevent renewal by notice received at least thirty (30) days before expiry, without compensation for non-renewal. If Gitogi does not give the required advance notice, the increase does not apply at that expiry date.

18.6. Licences, cloud services and external provider usage charges are included only where expressly stated in the Proposal. Other necessary costs must be identified and approved in advance by the Customer, including through an agreed calculation method and, where applicable, spending limit. Gitogi may not commit the Customer to third parties beyond the authority given.

19. Testing and acceptance

19.1. Unless the Proposal specifies a different period appropriate to the project, the Customer has fifteen (15) working days to test each release. That period starts when written notice of availability is given, provided the access, documentation and conditions necessary for testing are available. The notice must identify the testing period and the consequences of not responding.

19.2. A release is deemed accepted if the Customer does not report departures from the specifications in writing within that period, without a justified reason preventing testing. Knowing, ordinary production use also constitutes acceptance, excluding tests, pilot deployments and use subject to a written reservation. Acceptance does not remove existing objections or remedies for latent or fraudulently concealed defects; for known or reasonably discoverable defects, it has the effects permitted by law.

19.3. Minor departures that do not substantially compromise agreed use or security do not prevent acceptance, but must be recorded and corrected without additional charge within a reasonable time. Following correction of defects that prevented acceptance, testing concerns the corrected elements and their effects on other functionality.

20. Warranty and defects

20.1. For departures of its own developments and configurations from the agreed specifications reported within ninety (90) days of acceptance, Gitogi undertakes to correct them without charge within a reasonable time, taking account of severity and impact. This undertaking does not replace or shorten warranties, notification periods, limitation periods or remedies under applicable law, including Articles 1667–1668 or 2226 of the Italian Civil Code where relevant.

20.2. The Customer must describe faults using the information reasonably available and allow them to be investigated. Gitogi is not responsible for remedial work made necessary solely by misuse, unauthorised modifications, unsuitable data or infrastructure, or third-party events not attributable to Gitogi. This applies only to the extent that those circumstances caused the problem and does not remove Gitogi's agreed duties of proper selection, configuration and integration.

20.3. Enhancements, new functions and changes required by later regulatory or technological developments are chargeable if not included in the Proposal. Work needed to make an existing contractual performance compliant cannot be charged as additional work.

21. Third-party software, licences and services

21.1. Gitogi is an Odoo Partner and provides the agreed implementation and integration services. Partner status does not give Gitogi ownership of Odoo software or authority to change its licence terms.

21.2. Licences must be checked for the version and each component used. LGPL v3 applies to those versions and components of Odoo Community that specify it. Odoo Enterprise is subject to a proprietary licence and Odoo's requirements for a valid entitlement; hosting and related services have separate terms. Additional modules may carry different licences. The Customer must obtain and maintain the usage rights required for the project.

21.3. An external provider's independent services are governed by the relevant contract. Gitogi does not undertake additional commitments concerning that provider's continuity, pricing, development or functionality unless expressly included in the Proposal. This does not exclude Gitogi's liability for its own obligations, persons for whom it is legally responsible, or provider selection and management within its engagement. Provider terms do not replace Gitogi's security and data protection obligations.

21.4. Work required by new versions or withdrawal of external products is governed by the Proposal and clause 17. Work already required to remedy Gitogi's breach remains free of additional charge.

21.5. Any commission, incentive or other economic benefit payable to Gitogi by Odoo in connection with the project must be disclosed to the Customer before the relevant commercial choice, in the Proposal or a related written disclosure. That disclosure must explain its nature and any effect on the Customer's costs. These Terms do not represent that such remuneration is payable in every relationship.

21.6. The Proposal must state whether external services use Customer or Gitogi accounts, who contracts with and pays the provider, and who manages access, security and backups. Where a Gitogi account is used, data export and exit arrangements must also be defined. Accounts or licences can be transferred only if the provider permits it; otherwise, an alternative migration arrangement must be agreed.

22. Artificial intelligence integration services

22.1. Artificial intelligence systems may produce inaccurate, incomplete or non-repeatable results. The Proposal must define purposes, usage limits, verifiable requirements and evaluation criteria relevant to the project. The probabilistic nature of outputs does not relieve Gitogi of its duties to carry out the design, integration, checks and security measures within its engagement properly.

22.2. The Customer is responsible for organisational decisions and uses under its control. It must follow the agreed instructions, provide proportionate human oversight and meet the information and protection duties applicable to its role, including workplace duties. Each party, when acting as a provider or deployer, must take measures to support its staff and others acting on its behalf in developing the skills and understanding needed to use AI, taking account of their knowledge, experience and training, the context of use and the people affected, in accordance with Article 4 of Regulation (EU) 2024/1689 (the AI Act). These duties do not transfer Gitogi's own obligations to the Customer.

22.3. Development and use for practices prohibited by Article 5 of the AI Act are excluded from the Contract; the Customer must neither request them nor use the supplied solutions for those practices. Projects involving high-risk systems require a use-case assessment and a specific agreement on requirements, roles, documentation, checks and applicable obligations before the relevant activities begin. The agreement alone is not evidence of compliance.

22.4. Provider, deployer and other operator roles depend on the actual activities and the definitions in Article 3 of the AI Act:

• the model provider and the provider of the system integrating it may be different entities;
• Gitogi or the Customer may become a provider where the conditions concerning development, or commissioning development, and placing on the market or putting into service under its own name or trade mark are met;
• a party using the system under its authority is a deployer where the relevant conditions are met; a party may have more than one role;
• for high-risk systems, the circumstances in Article 25, including certain modifications, changes of purpose or use of a party's own name or trade mark, may result in that party assuming provider obligations.

The Proposal or AI schedule must record the adopted classification. An agreement cannot exclude obligations imposed on a party by law. Each party must provide the documentation and cooperation required for its role, as well as anything expressly agreed.

22.5. The Contract does not authorise use of the Customer's data or confidential materials to train models. Any training project requires a separate agreement identifying data, purposes, rights, providers and lawful grounds. Before Customer data is submitted to an AI service, that service's actual terms and relevant settings must be checked. Personal data processed on the Customer's behalf may be disclosed only in accordance with its documented instructions and the DPA. Customer authorisation alone does not replace other legal requirements.

22.6. Any use by Gitogi of AI systems to support an intellectual professional service must be disclosed to the Customer before use, with clear information about the systems, affected activities and relevant limitations. Where Article 13 of Italian Law 132/2025 applies, AI use must remain ancillary and supportive, with human intellectual work predominant. Article 11 of that Law continues to apply to workplace use.

22.7. Before putting a system into service, the parties must identify the transparency requirements applicable under Article 50 of the AI Act and the party responsible for implementing them according to its role: notices to people interacting with the system, output markings and disclosures concerning artificial content, where required. The Customer must not remove or bypass measures needed for compliance. Publishing these Terms does not replace notices and measures required within the system or its actual context of use.

23. Intellectual property

23.1. Rights in pre-existing materials or materials developed independently of the Contract remain with Gitogi or their respective owners. These include software, libraries, tools, document templates, AIRA method materials and know-how (Gitogi Materials). This reservation applies only to rights that legally exist and does not confer exclusive rights over ideas or methods as such.

23.2. Unless otherwise agreed in writing, on full payment of the fees relating to outputs developed specifically for the Customer and identified in the Proposal (the Deliverables), Gitogi assigns to the Customer its economic rights under copyright in those outputs, including rights of reproduction, modification, distribution and licensing, worldwide for the legal duration of protection. Delivery includes source code for the specific developments and the agreed documentation. Gitogi Materials and third-party components are excluded from the assignment. Gitogi must obtain from its contractors the rights necessary to fulfil its commitments.

23.3. On payment of the relevant fees, the Customer receives a non-exclusive licence to Gitogi Materials incorporated in the Deliverables, without further licence fees, worldwide for the duration of the rights, to use and modify the Deliverables within its organisation. It may engage service providers acting on its behalf and bound by confidentiality to operate and maintain them. The licence does not allow independent commercial exploitation of Gitogi Materials and cannot be transferred separately from the Deliverables; it may accompany them on a transfer of the business or business division for which they are intended. Rights granted by third-party licences or mandatory law take precedence.

23.4. Open-source and proprietary third-party components remain subject to their licences. Integration with Odoo does not by itself determine the licence for every development: modifications to existing code, derivative works and independent modules must be distinguished. Where applicable, Gitogi must comply with requirements concerning source code, licence notices and rights to modify or replace LGPL components. The Contract does not transfer rights in Odoo Enterprise code or authorise prohibited distribution or sublicensing. Relevant components and their licences must be identified in the delivery documentation.

23.5. Before payment, the Customer may use the Deliverables for testing and any agreed production deployment, subject to third-party licences. Suspension of that provisional permission for non-payment is subject to the conditions and notice in clause 18.4. Suspension does not authorise data deletion or technical intervention in the Customer's systems beyond Gitogi's granted authority.

23.6. Gitogi may reuse general experience and knowledge without disclosing confidential information or reproducing Deliverables whose rights have been assigned to the Customer. The use of AI does not create exclusive rights in outputs that are not legally protectable.

23.7. The Customer authorises Gitogi to use supplied materials and distinctive signs to the extent necessary to perform the Contract and warrants that it has authority to do so. Personal data is governed exclusively by the purposes, roles and instructions established under data protection law and the DPA; no general licence over personal data is granted.

24. Confidentiality

24.1. Each party must protect the other's non-public information received in connection with the Contract and recognisable as confidential by its nature or from the circumstances. It may use that information only to perform the Contract or protect rights arising from it.

24.2. This excludes information the recipient can demonstrate was already lawfully known, became public without breach, was lawfully received from a third party or was independently developed. Disclosures required by law or an authority are permitted, limited to what is necessary and preceded by notice to the other party where permitted.

24.3. Access must be limited to employees, contractors, suppliers and advisers who need the information and are subject to adequate contractual or professional confidentiality duties. Each party remains responsible for those persons for whom it is accountable under law and the Contract.

24.4. The obligation lasts throughout the Contract and for five (5) years after it ends. For trade secrets, it lasts for as long as the information meets the legal requirements for protection. Personal data obligations apply independently.

25. Personal data protection

25.1. Each party acts as an independent controller for the other party's contact persons' data used for its own relationship management and legal compliance purposes, within the actual scope of those activities. Gitogi's notice is the Privacy Policy. Contractual reference to that notice does not replace information duties under Articles 13 and 14 GDPR or constitute the contact persons' consent.

25.2. Where Gitogi processes personal data on the Customer's behalf, the DPA must be completed and entered into under Article 28 GDPR before access to the data. The DPA and its schedules must identify at least the subject matter and duration, nature and purposes, categories of data and data subjects, instructions, security measures, sub-processors and any international transfers, together with the other obligations required by that Article.

25.3. Processor status does not follow automatically from account ownership or the name given to a service. If actual activities require different roles, the parties must document and govern them before processing begins. The subcontracting authorisation in clause 15.3 does not remove the authorisation and objection procedures under the DPA.

26. Customer references

Gitogi may use the Customer's name or trade mark as a reference, or publish a case study, only with prior written permission defining the content and permitted uses. The Customer may withdraw permission for future use; Gitogi must stop new publications and remove the materials from channels under its control within a reasonable time.

Permission does not extend to disclosure of confidential information or personal data beyond what has been lawfully and specifically agreed.

27. Liability

27.1. Subject to the exceptions in clause 27.4, for damage attributable to ordinary negligence, Gitogi's aggregate liability in damages arising from the same Proposal, whether in contract or tort, is limited to the fees paid and payable for Gitogi's own services under that Proposal, excluding taxes and third-party costs recharged without a mark-up. For ongoing services, the cap equals those fees for the twelve (12) months preceding the first event causing damage; if that event occurs in the first year, the fees scheduled for the first twelve (12) months, or the shorter agreed term, apply. The cap is aggregate and is not multiplied by the number of claims relating to the same Proposal.

27.2. Subject to the same conditions, loss of profit, loss of business opportunities and reputational damage are excluded. Recoverable damage must satisfy the applicable legal requirements for causation and proof. For data loss, any Customer contribution or failure to take reasonable steps to avoid damage is assessed under Article 1227 of the Italian Civil Code; lack of backups does not automatically relieve Gitogi of liability.

27.3. Article 2236 of the Italian Civil Code applies only where its conditions are met: it does not apply indiscriminately to all IT work or excuse ordinary failures of care or prudence. Any exceptional technical difficulty must concern the actual task.

27.4. The Contract's caps and exclusions do not apply to wilful misconduct or gross negligence, death or personal injury, breaches of duties arising from public-order rules under Article 1229(2) of the Italian Civil Code, including those involving persons assisting performance, or other liabilities that cannot lawfully be limited. They do not prejudice data subjects' rights under Article 82 GDPR, authorities' powers or mandatory third-party rights. They do not limit obligations to repay amounts not due, return data, or perform and correct contractual work that remains due.

28. Force majeure

28.1. A party is not liable for delay or non-performance to the extent it proves that this results from an event beyond its reasonable control, not attributable to it and not avoidable or capable of being overcome with the required care. A cyberattack, fault or provider outage is not automatically force majeure.

28.2. The affected party must promptly notify the other, explain the effects and take reasonable steps to mitigate them and resume performance. Relief applies only to the prevented obligations and for the duration of the impediment. Statutory rules on total, partial or permanent impossibility remain applicable.

28.3. If the impediment lasts more than sixty (60) days, either party may terminate the affected part of the Contract, or the whole Contract where the remainder has no reasonable utility. Fees remain payable for useful work already performed; advances for unperformed work must be repaid. No compensation for profit on unperformed work is payable for termination under this clause. Accrued payment obligations remain unaffected, subject to law.

29. Duration, renewal and withdrawal

29.1. Projects end when the agreed activities are completed, subject to surviving obligations, including warranty, payment, licences, confidentiality and data protection.

29.2. Only services expressly identified as ongoing in the Proposal have, unless otherwise agreed, an initial term of twelve (12) months from activation and automatically renew for equal periods. Either party may prevent renewal by notice received at least sixty (60) days before expiry. The more favourable Customer deadline in clause 18.5 applies to fee increases. Automatic renewal requires the specific approval in clause 37.

29.3. The Customer may withdraw early by written notice. The financial consequences depend on the law applicable to the service:

• for an appalto or contratto d'opera, payment is due for work performed, expenses incurred and proven lost profit within the limits of Articles 1671 or 2227 of the Italian Civil Code;
• for intellectual professional services, Article 2237 applies, requiring reimbursement of expenses and payment for work performed; different compensation requires an express and lawful provision in the Proposal.

Where lost profit is payable, it concerns the net margin on unperformed work, taking account of saved costs and avoiding double recovery. These rules also apply to early withdrawal from ongoing services: the remaining periodic fees do not automatically become payable. Giving notice of non-renewal at expiry does not trigger early-withdrawal compensation.

29.4. Gitogi may withdraw for just cause where it cannot reasonably be expected to continue performance, giving written reasons and at least fifteen (15) days' notice, unless the seriousness of the cause makes even temporary continuation unreasonable. It must take the precautions required to avoid prejudice to the Customer and allow an orderly handover. Where Article 2237 of the Italian Civil Code applies, its rules on fees and the service provider's withdrawal also remain applicable.

30. Termination for breach and consequences of ending the Contract

30.1. Under Article 1456 of the Italian Civil Code, Gitogi may give written notice expressly invoking termination if the Customer:

• fails to pay an overdue amount within thirty (30) days of receiving a reminder identifying the debt and warning of possible termination;
• commercialises or transfers Gitogi Materials in breach of clause 23.3;
• discloses or uses confidential information in breach of clause 24;
• uses the solutions for prohibited practices in breach of clause 22.3.

Exercise of this right remains subject to good faith and statutory requirements. It does not waive the Customer's objections or defences.

30.2. Both parties retain other statutory remedies for breach, including termination where the relevant conditions are met.

30.3. When the Contract ends, amounts actually due must be reconciled according to the reason for ending it, without duplicating fees, compensation or damages. Excess advances must be repaid. Gitogi must deliver accrued work products in accordance with the Contract's usage and assignment rights.

30.4. Each party must return or delete the other's confidential information, except where retention is necessary for legal obligations or the protection of rights, while maintaining its protection. The DPA takes precedence for personal data processed on the Customer's behalf, including return, deletion and backup arrangements. Payment of disputed or outstanding invoices is not a condition for meeting data return obligations under the DPA or the law.

30.5. Additional migration assistance requires agreement on timing and charges, unless already included, required to remedy Gitogi's breach or imposed by law. Transferability of third-party accounts or licences is not guaranteed beyond what their rights holders permit.

31. Personnel and fair dealing

The Customer must not use confidential information obtained through the project to induce Gitogi employees or contractors to breach their obligations, or engage in unlawful recruitment practices or staff poaching contrary to professional fair dealing. Rules against unfair competition and unlawful use of trade secrets remain applicable.

This provision does not prohibit lawful recruitment or hiring, unsolicited applications, public advertisements or legitimately established professional relationships. It imposes no obligations on workers and provides no automatic contractual penalty. Any damages claim requires proof of the applicable legal conditions.

32. Transfer of the Contract

32.1. The Customer may not transfer all or part of its contractual position to a third party without Gitogi's prior written consent, except for succession required by law.

32.2. Gitogi may transfer the Contract as part of a transfer of the business or business division performing the Services, subject to Article 2558 of the Italian Civil Code, including the Customer's right to withdraw for just cause in the circumstances and within the period provided by that Article. Otherwise, Customer consent is required in accordance with law.

32.3. Transfer of the Contract does not extend third-party licences or replace data protection requirements. Assignment of receivables remains governed by law.

33. Communications

33.1. Operational communications may be exchanged by email using the addresses in the Proposal; for Gitogi, the default address is info@gitogi.com.

33.2. Reminders relevant to suspension or termination, formal demands, notices of non-renewal, withdrawal and termination must be sent by PEC or registered post with acknowledgement of receipt to the contractual addresses. Gitogi's details are pec@pec.gitogi.com or Piazza IV Novembre 4, 20124 Milano, Italy.

33.3. Another written method is also permitted if the recipient acknowledges receipt or receipt is otherwise proved, subject to mandatory formal requirements. Communications take effect under the applicable receipt rules; each party must promptly notify changes to its contact details.

34. Changes to the Terms

34.1. Gitogi may publish new versions of the Terms for future Proposals. Publication does not amend existing Contracts.

34.2. Changes to an existing Contract, including on renewal, require written agreement and, where necessary, fresh specific approval. Silence or renewal does not constitute acceptance of new Terms. The previously agreed fee adjustment mechanism in clause 18.5 remains applicable.

35. Governing law, mediation and courts

35.1. The Contract is governed by Italian law, subject to applicable mandatory rules.

35.2. The parties agree to attempt mediation for disputes relating to the Contract under Italian Legislative Decree 28/2010, in particular Article 5-sexies. The application must be submitted to a body registered with the Italian Ministry of Justice and competent under applicable law, based within the Milan judicial district where the agreed forum in clause 35.3 applies; the parties may agree another body where legally permitted.

The parties may first seek a direct settlement, without an additional mandatory waiting period. Mediation does not prevent urgent or interim relief or other steps permitted by law. For Italian order-for-payment proceedings, including opposition proceedings, the exemption applies until the decision on applications to grant or suspend provisional enforceability; any subsequent stage remains subject to applicable mediation duties and rules identifying the party required to commence mediation, including Article 5-bis where relevant. Other statutory exclusions and conditions remain applicable.

35.3. The courts of Milan have exclusive territorial jurisdiction over disputes relating to the Contract, including its validity, interpretation, performance and termination, subject to subject-matter jurisdiction, mandatory territorial jurisdiction and requirements applicable to international relationships. This clause requires the specific approval in clause 37.

36. General provisions

36.1. The invalidity or ineffectiveness of a provision does not automatically invalidate the entire Contract. Article 1419 of the Italian Civil Code and any statutory replacement rules apply. The parties may agree a valid replacement without circumventing the rule that caused the invalidity.

36.2. Tolerating a breach does not by itself waive the affected party's rights.

36.3. The Italian text of these Terms prevails over translations in the event of inconsistency, subject to mandatory law. Language priority does not override a different provision expressly agreed in the Proposal.

37. Specific approval of clauses

37.1. The following provisions require specific written approval, separate from general acceptance of the Contract, under Articles 1341 and 1342 of the Italian Civil Code:

37.2. The Proposal must contain a separate approval section, or be accompanied by a separate declaration, identifying the version of the Terms and stating the numbers and a short description of the clauses listed above. A separate signature or separately signed electronic expression of approval satisfying applicable law is required.

37.3. Publication of the Terms, signature accepting the Proposal generally, an undifferentiated reference to all clauses or commencement of the Services does not replace this approval. Without it, clauses requiring approval are ineffective where provided by law, subject to the effects on the remainder of the Contract under clause 36.1.

37.4. Specific approval does not validate provisions contrary to mandatory law or cure invalidity.