Terms

Terms of Service

These Terms of Service describe the legal agreement between you and KrystalCode when you request, purchase, or collaborate with us on consultancy and software delivery engagements.

Last updated: September 30, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of services provided by KrystalCode ("KrystalCode", "we", "us"). By engaging our consultancy, accessing our website, or requesting proposals, you agree to be bound by these Terms. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation.

2. Services

  • Scope, deliverables, and timelines are defined within individual Statements of Work or proposals.
  • Unless otherwise agreed in writing, consultancy is provided on a time-and-materials basis and excludes third party licences, infrastructure, or other external costs.
  • We may propose adjustments where assumptions change or dependencies outside our control impact delivery. Such adjustments will be documented and approved in writing.

3. Responsibilities of the Client

  • Provide timely access to stakeholders, subject matter experts, and required systems or assets.
  • Ensure all content and materials shared with us comply with applicable law and do not infringe third-party rights.
  • Review and accept deliverables within the agreed feedback windows.

4. Fees and Payment

  • Fees, billing cadence, and currency are specified in each engagement document.
  • Invoices are due within 30 calendar days unless a different term is set out in writing.
  • Late payments may incur interest at the maximum rate permitted by applicable law, plus collection costs.

5. Intellectual Property

  • Upon full payment, all work products created specifically for you ("Deliverables") become your property.
  • KrystalCode retains ownership of pre-existing know-how, tools, frameworks, and generic components, granting you a non-exclusive licence to the extent they are embedded in Deliverables.
  • Each party keeps ownership of its trademarks and branding.

6. Confidentiality

Both parties agree to protect confidential information shared during the engagement, using the same care as they would for their own confidential information, but not less than reasonable care. Confidentiality obligations continue for 3 years after termination of the engagement, except for trade secrets which remain protected for as long as they constitute trade secrets.

7. Data Protection

Processing of personal data is governed by our Privacy Notice. Where we act as a data processor on your behalf, the parties will enter into a separate Data Processing Agreement reflecting applicable legislation, including the GDPR.

8. Warranties and Disclaimers

  • Each party warrants that it has the legal power to enter into the engagement.
  • We provide services using reasonable care and skill in line with industry practices, but we do not guarantee that outcomes will meet specific performance targets unless expressly stated in writing.
  • Except as specified, services are provided "as is" without other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

9. Liability

  • Neither party will be liable for consequential, incidental, indirect, or punitive damages, including loss of profit, revenue, goodwill, or data, even if advised of the possibility of such damages.
  • The total aggregate liability of either party for claims arising out of an engagement is limited to the fees paid or payable for the services giving rise to the claim in the 12 months preceding the event.
  • These limitations do not apply to liability arising from gross negligence, wilful misconduct, or obligations that cannot be limited under applicable law.

10. Termination

  • Either party may terminate an engagement for material breach if the breach is not remedied within 30 days of written notice.
  • Upon termination, you will pay for services delivered up to the effective termination date.
  • Clauses relating to confidentiality, intellectual property, payment, and liability survive termination.

11. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control, including acts of God, natural disasters, wars, cyberattacks, or governmental actions. The affected party will notify the other and resume performance as soon as feasible.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of Italy, without regard to conflict of law principles. The courts of Milan, Italy, have exclusive jurisdiction over any dispute, except where applicable law mandates a different forum.

13. Changes to the Terms

We may update these Terms to reflect legal, operational, or product changes. When updates are material, we will provide notice at least 30 days before they take effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.