These terms apply to the services provided by VERTEXIA STUDIO, VAT number 14790950969, Via Vittorio Emanuele II, 20900 Monza (MB), Italy ("VERTEXIA", "we", "us") to business clients ("Client", "you"). They apply together with the quote or proposal you accept. If the quote and these terms differ, the quote prevails.
Our services are for businesses and professionals. Consumer protection rules for distance contracts, including the right of withdrawal, do not apply.
Use of AXIA as a software product, where offered, is governed by its own terms.
A contract starts when you accept a quote in writing (including by email or electronic signature) or pay the first invoice. Quotes are valid for 30 days unless they say otherwise.
We perform the Services with professional care and skill. The scope, number of versions, formats and delivery dates are those in the quote. Anything not listed is outside the scope.
Delivery dates are estimates based on the agreed scope. They move if materials, feedback or approvals arrive late, if the scope changes, or because of events outside our control. We tell you as soon as we see a delay.
Each project includes the rounds of revisions stated in the quote. A revision adjusts approved work; a new idea, script, format or direction is a change of scope. We confirm the cost and timing of any change in writing before doing it.
AI generation is not fully predictable. We choose the strongest takes and refine them, but we cannot guarantee that a specific frame, motion or detail can be reproduced exactly on request.
We work by email, video calls and shared folders, and with other tools we agree with you. Our normal hours are Monday to Friday, 9:00–18:00 Italian time, excluding public holidays.
Fees, currency and payment schedule are those in the quote. Unless the quote says otherwise, projects are invoiced 50% on acceptance and 50% on delivery, and invoices are due within 30 days. Prices are exclusive of VAT, which is added where applicable. Third-party costs requested by you (for example stock, music licences, talent, media buying) are charged separately.
You can cancel a project in writing at any time. You pay for the work done up to the cancellation date and for costs already committed; amounts already paid for that work are not refunded. If we cancel without cause, we refund amounts paid for work not yet done.
If an invoice is not paid on time, statutory late-payment interest applies under Legislative Decree 231/2002. We may pause the work and withhold the Deliverables until payment is made.
Once you have paid in full, you own the rights we hold in the final Deliverables, for the uses stated in the quote. Until then, we grant you a limited licence to review them.
We keep ownership of our Working Files, methods, prompts, tools and AXIA. Working Files are only handed over if the quote says so.
Third-party elements (fonts, stock, music, model licences) remain subject to their own licences, which we pass on to you.
We use AI models and third-party tools to produce the work, and we follow their terms of use. The legal protection of content generated with AI can be limited and varies by country, so we cannot guarantee that every element of a Deliverable is protected by copyright or exclusive to you.
We do not create Deliverables that imitate a real, identifiable person, voice, artwork or brand without the necessary rights, which you must provide.
We may show completed work in our portfolio, on our website and on social media once it is public, unless you ask us not to in writing or the work is under a confidentiality agreement. We will not publish confidential information.
Each party keeps the other's confidential information private and uses it only for the project. This does not apply to information that is public, already known, independently developed or required by law. This obligation lasts three years after the end of the project.
Each party complies with the GDPR and the Italian Privacy Code. When we process personal data on your behalf, a data processing agreement under Article 28 GDPR applies. See our Privacy Policy.
We may involve trusted collaborators and subcontractors. They are bound by confidentiality, and we remain responsible for their work.
During the project and for 12 months after, you agree not to hire or engage directly the people who worked on your project through us without our written consent.
We warrant that we perform the Services with professional care. We do not guarantee commercial results such as views, sales or reach.
To the extent allowed by law, our total liability for each project is limited to the fees paid for that project. We are not liable for indirect damages or loss of profit. Nothing limits liability for wilful misconduct or gross negligence (Article 1229 Italian Civil Code).
You indemnify us against claims arising from Client Materials or from how you use the Deliverables. We indemnify you against claims that our own original work, as delivered and used as agreed, infringes third-party rights.
Either party can terminate the contract if the other seriously breaches these terms and does not remedy it within 15 days of written notice. Fees for work done until termination remain due.
We may refuse or stop work that is illegal, defamatory, deceptive, discriminatory, sexual content involving minors, or that uses someone's likeness, voice or work without rights.
We deliver the final files as agreed. We keep project files for 12 months after delivery, then we may delete them. Download and back up your Deliverables.
Neither party is liable for delays caused by events beyond its reasonable control, including outages of AI or cloud providers. If the event lasts more than 30 days, either party may terminate the project.
Quotes, approvals, notices and signatures can be exchanged electronically. Formal notices must be sent by email to the addresses in the quote or by certified email (PEC).
We may update these terms. The version accepted with your quote applies to that project.
These terms are governed by Italian law. Before going to court, the parties will try to resolve the dispute in good faith. The Court of Monza has exclusive jurisdiction.
These terms and the quote are the entire agreement. If a clause is invalid, the rest remains in force. Not enforcing a right is not a waiver. Neither party may assign the contract without the other's consent. The parties are independent contractors.
Questions about these terms: info@vertexiastudio.ai
VERTEXIA STUDIO · Via Vittorio Emanuele II, 20900 Monza (MB), Italy · P. IVA 14790950969 · vertexiastudio.ai
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