Terms of Service

1. Purpose and Scope of Application

These Terms of Service ("Terms") govern the contractual relationship between FlexCode (VAT IT03670160831, hereinafter "FlexCode" or the "Provider") and the individual or legal entity that commissions software development services (hereinafter the "Client").

The services offered by FlexCode include, by way of example:

• Development of mobile applications for iOS and/or Android (native and cross-platform with Flutter)
• Development of cloud software and custom ERP and CRM management systems
• Design and development of web applications
• UI/UX design and interactive prototyping
• Development and integration of APIs and backend services
• Technology and architecture consulting
• Maintenance, updates and technical support

Simply browsing the flexcode.it website does not constitute acceptance of these Terms. These Terms apply exclusively to the contractual relationships specifically established between FlexCode and the Client.

2. Formation of the Agreement

The agreement between FlexCode and the Client is finalized through the following steps:

1. Initial request: the Client contacts FlexCode describing the project via the contact form, email or phone call
2. Analysis and proposal: FlexCode drafts a technical-commercial proposal ("Proposal") including project scope, milestones, timeline and fees
3. Acceptance: the agreement is finalized upon the Client's written acceptance of the Proposal (via email or digital/paper signature) and payment of the agreed deposit
4. Specific agreement: for projects exceeding €5,000, the parties shall sign a specific agreement that prevails over these Terms in the event of conflict

3. Fees and Payment Terms

3.1 Fees

The fees for FlexCode's services are set out in the Proposal accepted by the Client. FlexCode reserves the right to update its price lists with 30 days' notice; such changes do not affect agreements already in place.

3.2 Standard payment schedule

• 30% deposit upon signing of the agreement / acceptance of the Proposal
• 40% interim payment upon reaching the agreed milestone (e.g. delivery of approved design, beta version)
• 30% balance upon final delivery and the Client's approval

Different payment schedules may be agreed in writing. Payment is deemed completed upon crediting to FlexCode's bank account.

3.3 Invoicing

FlexCode issues an electronic invoice via the Italian Interchange System (SdI) for each payment received, in compliance with applicable Italian law. Prices are exclusive of VAT unless otherwise stated.

3.4 Late payments

In the event of a payment delay of more than 30 days from the due date, FlexCode reserves the right to:

• Apply late-payment interest pursuant to Italian Legislative Decree 231/2002
• Suspend the provision of services until payment is regularized
• Withhold the source code and deliverables until payment is made in full

4. Client Obligations

For the proper execution of the project, the Client agrees to:

• Provide all information, materials, content and access required within the agreed timeframes
• Designate an internal point of contact with decision-making authority to approve deliverables
• Provide feedback and approvals within the deadlines set out in the project plan (typically 5 business days)
• Ensure that the materials provided (content, images, data, software) do not infringe the rights of third parties
• Pay the fees within the agreed terms

Delays attributable to the Client may result in the postponement of delivery dates and/or a revision of the quote.

5. Intellectual Property

5.1 Transfer of ownership

Upon payment in full of all fees due, FlexCode transfers to the Client full ownership of the source code developed specifically for the Client's project, including any accompanying technical documentation.

5.2 Third-party components

Software developed by FlexCode may include open-source libraries, frameworks and components subject to their respective licenses (e.g. MIT, Apache, BSD). FlexCode will indicate the main dependencies in the proposal or technical documentation. The Client is responsible for complying with the applicable licenses when using the final software.

5.3 Portfolio and references

Unless otherwise agreed in writing, FlexCode reserves the right to mention the Client's name and provide a general description of the completed project in its portfolio, website and marketing materials. FlexCode will not publish screenshots, confidential data or sensitive business information without explicit authorization.

5.4 Proprietary tools and methodologies

Templates, methodologies, workflows, internal libraries and know-how independently developed by FlexCode remain the exclusive property of FlexCode, even when used in carrying out the Client's project.

6. Confidentiality

Both parties agree to keep confidential all confidential information received in connection with the contractual relationship ("Confidential Information"), including but not limited to: company data, business strategies, technical data, source code, and client information.

The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without a breach of this agreement; (b) was already known to the receiving party prior to disclosure; (c) must be disclosed under a legal obligation.

At the Client's request, FlexCode is available to sign a Non-Disclosure Agreement (NDA) before entering into any negotiations.

7. Warranties and Post-Delivery Support

7.1 Warranty period

FlexCode guarantees the free-of-charge correction of malfunctions attributable solely to the code developed by FlexCode for a period of 60 days from the date of final delivery approved by the Client. The warranty does not cover:

• Malfunctions caused by modifications made by the Client or third parties
• Issues arising from updates to operating systems, platforms or third-party services
• New features or changes to the original scope
• Infrastructure issues not managed by FlexCode

7.2 Ongoing support

In addition to the warranty period, FlexCode offers ongoing support and maintenance plans described in the Proposal or in a separate support agreement.

8. Limitation of Liability

To the extent permitted by applicable law, FlexCode shall not be liable for:

• Indirect or consequential damages, loss of profit or business opportunities arising from the use or inability to use the delivered software
• Service interruptions caused by third-party infrastructure providers (cloud providers, app stores, telecommunications networks)
• Damages caused by improper use of the software by the Client or its end users
• Violations of law arising from the content or use the Client makes of the software

In any case, FlexCode's maximum liability is limited to the fees actually collected for the specific project.

9. Scope Changes and Additional Work

Any change to the originally agreed project scope must be approved in writing by both parties through a Change Order. Change Orders specify the changes to scope, costs and timeline. FlexCode is not obligated to carry out changes that have not been agreed in writing.

Minor change requests (bug fixes or small cosmetic adjustments that do not affect the development timeline) may be handled without a formal Change Order, at FlexCode's discretion.

10. Suspension and Withdrawal

10.1 Withdrawal by the Client

The Client may withdraw from the agreement with 15 days' written notice. In the event of early withdrawal, the Client shall be required to pay:

• The fee for work already completed as of the withdrawal date
• Compensation equal to 20% of the remaining amount not yet invoiced

10.2 Withdrawal by FlexCode

FlexCode may withdraw from the agreement in the event of: serious breach by the Client (e.g. non-payment continuing for more than 60 days), a request to carry out illegal activities or activities contrary to applicable law, or a supervening impossibility of performance due to force majeure.

11. Force Majeure

Neither party shall be liable for delays or failures to perform caused by events beyond the reasonable control of the defaulting party, including but not limited to: natural disasters, government actions, pandemics, and disruptions to the Internet or critical infrastructure. The party affected by a force majeure event must promptly notify the other party in writing.

12. Privacy and Data Processing

The personal data of the Client and its users is processed in compliance with EU Regulation 2016/679 (GDPR) and applicable Italian law. For further information, please see our Privacy Policy.

Should the software developed by FlexCode process personal data on behalf of the Client, the parties shall enter into a specific data processing agreement (DPA) pursuant to Article 28 GDPR.

13. Governing Law and Jurisdiction

These Terms are governed by Italian law. For any dispute regarding the interpretation, validity or performance of these Terms, the parties agree to first attempt an amicable resolution within 30 days of notice of the dispute.

Should no agreement be reached, the dispute shall be submitted to the exclusive jurisdiction of the courts of Messina, Italy, unless otherwise agreed in writing between the parties.

14. Final Provisions

If one or more clauses of these Terms are found to be invalid or ineffective, the remaining clauses shall remain fully valid and effective.

FlexCode reserves the right to modify these Terms at any time. Changes will be communicated by email to Clients with ongoing contractual relationships at least 30 days in advance. For new agreements, the Terms in force as of the date of signing shall apply.

For any information regarding these Terms, please contact FlexCode at info@flexcode.it or by phone at +39 331 189 1085.