Terms & conditions
Effective Date: April 1, 2024
Last Modified: March 18, 2024
These Terms and Conditions of Sale govern the purchase of digital services from www.eclipse.srl (referred to as the "Website"). Please read them carefully. By placing an order on the Website, you unconditionally accept these terms.
Your personal data transmitted through the Website is handled according to our Privacy Policy, available directly on the Website.
Client Acknowledgements
As a Client, you acknowledge that:
- The Website is owned by Eclipse srl, located at Via San Pasquale, 36, Benevento, P.IVA 01658470628, pec eclipse.srl@pec.it. Eclipse srl is also the seller of the services and your contractual partner (referred to as the "Provider").
- Orders can only be placed by individuals who are of legal age and are not legally incapacitated.
Article 1. Definitions
For the purposes of this Contract:
- Client: The individual or entity purchasing the Service.
- Price: The fee for the Service.
- Products: All texts, images, photos, and videos that identify and describe the goods and/or services the Client offers for sale on their Shop.
- Service: The creation of the website and any related services provided by the Provider to the Client under this Contract.
- Shop: The complete e-commerce website, built by the Provider for the Client, designed for online sales of goods and/or services.
- Shopify: The e-commerce platform the Provider uses to build and launch the Client's Shop.
- Webflow: The website platform the Provider uses to build and launch the Client's Website.
- Third Parties: Any parties not directly involved in this Contract (neither Provider nor Client).
Article 2. Subject of the Contract
This contract covers the provision of professional digital services for a fee.
Specifically, these services involve building an e-commerce/website for the Client using the Shopify & Webflow platform. This includes all functionalities and additional services specified in the Client's purchased package, as well as ongoing maintenance for the site.
Anything not explicitly mentioned in this document is excluded from the services. Any requests for changes or additional services after the Contract is signed will be considered beyond the initial quote. These will require a separate agreement between both parties, following a feasibility review by the Provider, with terms, conditions, and fees to be negotiated.
Article 3. Contract Formation
This Contract is formed exclusively online. It's concluded when the Client accesses the Website, submits a purchase order following the Website's procedure, and the Seller accepts it. Your purchase is governed by these conditions, which you, as the Client, must accept fully and without reservation. Before completing your purchase order, you must review these terms of sale.
A purchase order submitted by the Client via the Website is a binding contractual proposal for the Client only. The Seller reserves the right to decline purchase orders if the service cannot be provided. In such cases, the Seller will inform the Client of the order's non-acceptance. Otherwise, the sales contract is finalized once the Provider receives the first payment.
Article 4. Service Execution
After purchasing the Service, the Provider will schedule a call with the Client to gather information and design a project proposal.
The Provider commits to completing the Shop within 15 business days of receiving all necessary content for publication from the Client (e.g., logo, images, texts, and data).
For the Shop's creation, the Provider will use its own Webflow or Shopify account and will set up a secondary account for the Client to enable access and management of their site.
The Provider reserves the right to use any software, applications, or other tools and technologies it deems useful to improve service performance. The service is provided "as is" at the time of use, without any implied or express warranty.
Unless explicitly agreed otherwise, the Client is solely responsible for adding and updating Products (as defined in Article 1) on the Shop.
The Provider may, at its sole discretion, engage collaborators or partners for technical, organizational, and commercial support, entrusting them with some or all of the activities outlined in these General Conditions.
Article 5. Prices and Payment
The Service requires a monthly fee, which is indicated on the Website.
You agree to pay for the services purchased and authorize the Provider to charge for these Services using your selected payment method. Fees will be charged whether or not you use the purchased Services. You are responsible for paying all charges and applicable taxes promptly. The Provider reserves the right to disable access to any content for which payment has not been received. The Provider also reserves the right to change Service prices at any time. However, any such changes will not affect contracts already concluded before the price adjustment.
Article 6. Contract Duration and Service Termination
You can terminate this contract for any reason by sending an express request to info@eclipse.srl.
The Provider reserves the right to disable access to the Shop and stop providing the Service if:
- The Client fails to pay the due fee.
- For reasons of expediency, and without obligation to provide a specific reason, by giving 10 business days' notice via email.
If the Service is terminated, you will no longer be able to access the Shop or inventory, nor manage any orders. However, you will retain ownership of your domain name and the ability to export your product catalog and order history.
Article 7. Provider's Obligations
The Provider's obligations and responsibilities to the Client are those defined in this document and the Quote.
The Provider is responsible for any failure to provide the digital service without just cause.
The Provider guarantees that the Shop project created for the Client is an original work, specifically developed based on the Client's identity and needs.
If the Provider undertakes to create content for publication on the Website, it guarantees that such content is an original creation or is legitimately used, and that it does not infringe on third-party intellectual property rights.
In the event of any violation or non-performance attributable to the Provider, the Provider's liability will not exceed the amount paid by the Client for the specific service affected by the damaging event, minus any already incurred expenses. The Client acknowledges and agrees that they cannot claim any other compensation, damages, interest, or charges of any kind for direct or indirect damages, of any nature, resulting from the non-provision of the service or malfunctions not attributable to the Provider.
The Provider cannot, under any circumstances, be held responsible for delays in service delivery caused by: (a) malfunctions of the Shopify platform; (b) delays by the Client in providing necessary information or materials for Shop publication; (c) hardware system failures; (d) delays from the Domain and Hosting service provider; or (e) force majeure events.
Article 8. Client's Obligations and Rights
Unless otherwise agreed, the Client must promptly provide all necessary material for Shop publication (e.g., texts, images, links, catalogs, audio and video files, logo) in suitable and final formats to enable the Provider to design the website.
Unless otherwise agreed, the Client is solely responsible for adding and updating Products on the Shop.
The Client has the right to request graphic modifications included in the package purchased on the Website.
The Client acknowledges and agrees that they are not authorized to modify the structure, functionalities, or number of web pages. Any such modifications must be agreed upon with the Provider and will be subject to a specific quote.
The Client guarantees that all data, contact information, and details provided for the Contract's conclusion are accurate, truthful, and up-to-date, and undertakes to communicate any changes.
If necessary, the Client agrees to provide the Provider with access credentials to perform the requested services. For security reasons, the Provider will change these passwords. Upon each delivery or return of access credentials, the Client is responsible for changing the passwords and remains solely liable.
The Client acknowledges that the service provided is based on continuously evolving technology. Therefore, the Provider reserves the right to improve the technical and economic features of the service and related tools, and to modify the Contract terms at any time, even after it's signed, without incurring any obligations to the Client.
Article 9. Limitation of Liability
The Client assumes full responsibility for the content of all data and information transferred to the Provider for publication on the Shop, explicitly indemnifying the Provider from any liability or obligation to verify or control such content.
"Data" includes, but is not limited to: photographs, logos, trademarks, images, texts, videos, audio files, documents, graphics, diagrams, designs, links, etc. The Provider disclaims all responsibility for published data, whether sensitive or personal.
The Provider is absolved from any liability for copyright infringements related to site content, illegal use of the Shop, or the publication of illegal content on the site.
The Client is solely responsible for the suitability and accuracy of all content, information, and data provided to the Provider.
The Provider is not responsible for verifying, controlling, modifying, or monitoring any content or material uploaded by the Client or third parties to the website. If notified of alleged copyright infringement, defamatory, harmful, obscene, illegal, or offensive material, the Provider's only obligation will be to inform the Client of the notification.
The Client uses the services at their own risk. The Provider is not liable to third parties for legal, civil, or administrative disputes, or for any kind of damages (including, but not limited to: damages due to inability to use or access services, data loss or corruption, loss of profits and/or customers, business interruptions, or similar) arising from the use or inability to use the services for reasons not attributable to the Provider.
Malfunctions of services, data loss, accidental disclosure of personal or sensitive data, and any other type of damage occurring due to events beyond the Provider's control, or from tampering or illicit interventions by third parties (including via the internet) on the services used by the Provider, are not attributable to the Provider.
The Client acknowledges that the Provider will not be held responsible for malfunctions or service disruptions on the Shopify platform used by the Provider to deliver the service.
Article 10. Intellectual Property
The Client acknowledges and agrees that the Intellectual Property rights over the Website/Shop and its components not directly provided by the Client belong to the Provider, who grants the Client an exclusive license to use them for the duration of the relationship.
The Client agrees that the Provider may display images and information related to the created Shop in its portfolio for demonstration purposes. The Client also agrees that the Provider may include a hyperlink on the website to be recognized as the author of the developed web project.
The Client waives any request for technical documentation or IT material, such as software sources, photos, icons, logos, or any other audio, video, or text elements used in the website's creation.
Article 11. Confidentiality
Both parties are strictly prohibited from communicating, disclosing, or otherwise using, even through an intermediary, any information or documentation learned or obtained during the Contract's execution that is designated as "reserved" or "confidential." This applies whether the information concerns the Parties themselves or their clients and/or suppliers, except:(a) as explicitly required for the Contract's execution;(b) with the other Party's express written authorization;(c) when the Parties are legally obligated to do so by law or by administrative/judicial authorities.
Article 12. Applicable Law and Jurisdiction
These Conditions of Sale are governed by Italian law. However, any mandatory consumer rights under the laws of the Client's country will remain unaffected.
Any disputes that cannot be resolved amicably will be submitted to the jurisdiction of the Court of Benevento.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Client expressly approves the following articles: 6 (Contract Duration and Service Termination), 7 (Provider's Obligations), 8 (Client's Obligations and Rights), 9 (Limitation of Liability), and 12 (Applicable Law and Jurisdiction).