Terms of Service

1. Definitions

1. Velora means the person or entity identified above, operating under the brand name Velora Network. Velora Network is currently a brand/name and is not represented here as a separately incorporated company or as having a VAT number.
2. Client means the adult person, freelancer, professional, company or organisation purchasing a service. A person acting for an organisation confirms that they are authorised to bind it.
3. Project Agreement means the written proposal, quote, statement of work, email or other durable written exchange that sets the price, scope and specifications accepted by both parties. It may also set milestones, a deposit, delivery estimates and recurring services.
4. Project means the commissioned work described in the Project Agreement. Bespoke Source Code means code created specifically for that Project, excluding Velora Proprietary Materials and third-party materials.
5. Consumer means a natural person acting for purposes outside their trade, business, craft or profession. Business Client means any other Client.
6. Business day means a day other than a Saturday, Sunday or public holiday in Italy. References to days without “business” mean calendar days.

2. Eligibility and territory

1. Clients must be at least 18 years old. Velora may serve Consumers, freelancers and professionals, and companies or organisations, including clients outside Italy, where the service and transaction are lawful.
2. The Client must provide accurate information needed to contract, invoice, deliver and support the Project. Velora may decline a request where legal, sanctions, payment, technical or capacity constraints prevent performance.

3. Project Agreement and start of work

1. A Project is agreed only when both parties approve its price, scope and specifications in writing. An enquiry, discussion or preliminary estimate alone does not reserve a slot or create an obligation to start work.
2. Work starts after the Client accepts these Terms, pays any deposit required by the Project Agreement, and Velora confirms the start or scheduling in writing. The Project Agreement controls project-specific details; these Terms apply to matters it does not expressly change, subject to mandatory law.
3. Where a term must receive separate approval or consent under applicable law, acceptance of these Terms alone does not replace that approval or consent.

4. Scope and changes

1. The agreed scope includes only the deliverables, features, integrations, revision stages and assistance stated in the Project Agreement. Any material change requires written agreement on its effect on price and timing before the additional work begins.
2. Requests for new features, add-ons, extra integrations or work outside the agreed scope receive a separate quote. Velora has no duty to implement them until that quote is accepted.

5. Pricing and payments

1. The Project Agreement states the price, currency, deposit, payment stages, due dates and any applicable taxes or third-party costs. The Client pays through an agreed available method: Stripe, Revolut or PayPal. Cryptocurrency may be accepted only at the Client's request and with Velora's separate agreement; Velora never requires it. Any exchange rate, network fee and refund method for a crypto payment must be agreed in writing before payment.
2. A deposit normally reserves capacity and covers initial work. It is normally non-refundable if the Client cancels, except where mandatory law, a valid consumer withdrawal, Velora's breach or the Project Agreement requires a refund. Any amount Velora retains must be legally due and proportionate to work performed or costs properly incurred; this clause does not remove mandatory consumer rights.
3. The final balance is due before complete handover of the Project and Bespoke Source Code. Velora may provide previews for review before payment. If an invoice is disputed in good faith, the parties will promptly identify the disputed amount and continue to perform any obligations that must continue under applicable law.

6. Scheduling and Client delays

1. Timelines are estimates unless the Project Agreement expressly makes a date binding. Velora schedules work after the conditions in Section 3 are met.
2. The Client must provide requested content, decisions, approvals and access in time. Client-caused delays may move milestones and delivery dates, and Velora may assign the vacated slot to other work and reschedule the Project according to availability. Velora will communicate the revised schedule.
3. If the Client does not respond to a written request needed to proceed for 7 calendar days, Velora may suspend work and release the reserved slot after notifying the Client. After 30 calendar days without the required response, Velora may give written notice that it considers the Project abandoned and terminate it, subject to Section 20 and mandatory law. These periods run from the relevant written request; any shorter review period in Section 8 operates as stated there.

7. Client responsibilities

1. The Client must provide lawful materials, accurate requirements, timely feedback and the permissions needed for any content, data, software, account or brand supplied to Velora. The Client remains responsible for the legality and accuracy of its own materials and instructions.
2. The Client must maintain appropriate backups and control of its own accounts and credentials. Velora will give reasonable notice if missing cooperation blocks the Project and will explain what is needed to continue.

8. Final review and acceptance

1. When a review version is ready, Velora will notify the Client in writing and identify how to inspect it. The Client has 3 business days to provide one consolidated list of specific feedback against the agreed specifications. Velora will send a reminder if no feedback arrives.
2. If the Client still has not responded 7 calendar days after the review notice, Velora may suspend the Project under Section 6. Silence is not, by itself, a waiver of statutory rights or conclusive acceptance of defective work.
3. Velora will address agreed-scope issues identified during review. Requests beyond scope follow Section 4. Once the agreed deliverables are ready for handover, the final balance becomes due under the Project Agreement, subject to any mandatory right to withhold payment or seek a remedy.

9. Delivery and handover

1. After full payment, Velora will deliver the commissioned files and, where applicable, Bespoke Source Code by ZIP archive or GitHub repository, at the Client's request. Unless the Client expressly requests otherwise, any GitHub repository used for handover will be private. Handover includes the agreed deliverables; Velora Proprietary Materials are governed by Section 11.
2. Handover includes a manual or documentation describing how the program works, its main structure, dependencies and connected services, configuration, where and how the Client enters any private keys or other secrets, and how to deploy it. Where relevant, it will cover databases, webhooks, domains and external services.
3. Velora will provide reasonable deployment assistance as part of handover unless the Project Agreement expressly excludes or differently prices it. Ongoing operation, third-party subscriptions and later changes follow the relevant sections below.

10. Ownership and intellectual property

1. On receipt of the full Project price, ownership of the commissioned Project deliverables and Bespoke Source Code created for the Client transfers to the Client to the extent Velora can lawfully transfer those rights. Until then, the Client may use previews solely to review the work, unless otherwise agreed in writing.
2. The transfer does not include Velora Proprietary Materials, third-party assets or services, open-source components, or rights the Client supplied. Those items remain subject to their respective licences or terms. Velora will identify material third-party or proprietary dependencies in the Project Agreement or handover documentation where relevant.
3. The transfer is subject only to Velora's express contractual rights in Sections 11–13 and to Velora's ownership and control of its own hosting service and infrastructure under Section 14. These retained rights do not make Velora the owner of the Client's paid bespoke code.

11. Velora Proprietary Materials and custom bots

1. Velora's pre-existing or independently developed products, bots, platforms, tools, templates and general know-how remain Velora's. They are not sold, assigned or made open source merely because they are used alongside a Client Project. Any licence the Client needs to use an included component must be stated in the Project Agreement.
2. A bot built specifically for a Client is treated as Bespoke Source Code only to the extent stated in its quote. The quote must distinguish custom code delivered to the Client from Velora proprietary products, third-party components and any continuing service.

12. Credits

1. Velora may display a discreet, reasonable “Made by Velora Network” credit on a delivered site or application, where technically and contextually appropriate, as a contractual credit right. Its location and form may be agreed in the Project Agreement. The credit must not imply that Velora owns the Client's paid bespoke work or endorses the Client's content.
2. Where a legal requirement, accessibility issue, security issue or agreed confidentiality restriction conflicts with the credit, the parties will agree a suitable adjustment in writing.

13. Portfolio rights

1. Velora may identify the Project and show publicly available or Client-approved screenshots, descriptions and links in its portfolio, case studies and promotional material, while respecting the Client's confidentiality and applicable privacy law.
2. Velora will not publish private source code, credentials, non-public business information or personal data merely under this clause. Any embargo or narrower portfolio permission must be agreed in writing before publication.

14. Hosting and maintenance

1. Where agreed, Velora may provide hosting and maintenance using infrastructure or accounts it owns or controls. Payment for hosting does not transfer ownership of Velora's accounts, servers, systems or service configuration. The Client retains the rights to its paid Project under Section 10 and may request an export of its available Project files and data, subject to the Project Agreement, third-party restrictions and applicable law.
2. Hosting with maintenance is typically quoted at approximately €20–€30 per month where applicable; that range is indicative, not a fixed offer. The written Project Agreement states the actual fee, included resources, support scope, renewal period and any usage or provider charges.
3. A monthly maintenance period includes up to 3 bug-fixing activities. One activity addresses one identified issue or a closely related group of symptoms caused by the same issue; it is not unlimited development time. Work beyond the included activities, new features and changes caused by Client or third-party modifications are quoted separately, unless mandatory law requires a free remedy.

15. Recurring services and renewal

1. Where applicable, the first month of activation of agreed third-party services is included in the initial Project price. Later periods are recurring charges as set out in the Project Agreement. The Client may choose a monthly, quarterly, semiannual or annual billing cycle where that option is offered and recorded in writing.
2. Velora may renew a service from its own account or funds before receiving the corresponding recurring payment from the Client. The Client remains liable for the agreed recurring amount and any clearly disclosed third-party cost. Velora will not treat advancing a renewal as a transfer of its account or infrastructure to the Client.
3. The Project Agreement must state the renewal date, amount or price calculation, payment method and cancellation process. If payment remains outstanding 7 calendar days after its due date, Velora may suspend the affected recurring service after notice, subject to mandatory law. Reactivation may depend on payment and technical availability. Cancellation, data export and any provider-imposed retention or deletion period will be handled under the Project Agreement and applicable law; no immediate permanent deletion is authorised by this clause.

16. Bug fixes, revisions and new features

1. Bugs in the delivered, agreed-scope work reported within 48 hours of delivery are corrected without an additional labour charge. Clients are encouraged to report them in the first 24 hours when possible. This reporting window is a contractual extra service and does not shorten any mandatory conformity or warranty right.
2. After that initial window, bug fixes are covered by an applicable maintenance plan or separately quoted work, except where Velora must provide a free remedy under mandatory law. Later revisions are billed at the hourly rate disclosed in the Project Agreement or in a quote accepted before work starts.
3. New features and add-ons are quoted separately. Velora does not promise that software will remain free of every defect indefinitely; any agreed service level or support commitment must be stated in writing.

17. Third-party services

1. Payment processors, GitHub, domains, cloud hosting, APIs, software libraries and other external services may have their own fees, licences, terms and availability. The Project Agreement should identify material dependencies and who holds each account and pays each fee.
2. Velora will take reasonable care when selecting and integrating agreed services, but is not responsible for a provider's independent outage, policy change or failure to the extent permitted by law. This does not excuse Velora's own breach, negligent integration or mandatory obligations to a Consumer.

18. Secrets, security and privacy

1. The Client enters real passwords, tokens, API keys and other private credentials directly into its own account or approved secure configuration. The Client must not send them in ordinary messages or include them in a repository or ZIP. Velora will provide placeholders or an example configuration and instructions; it will not request or retain the Client's real secrets as part of normal handover.
2. If exceptional access is necessary, the parties will agree a secure method and scope separately. Each party must promptly notify the other of a security issue affecting the Project that it becomes aware of and take reasonable steps within its control.
3. Personal-data processing is described in a separate Privacy Policy. Any data-processing agreement required by law for a specific service will be addressed separately.

19. Prohibited use

1. The Client may not request or use Velora's services for illegal, fraudulent, infringing or seriously abusive activity, including unauthorised access, malware, scams or unlawful exploitation of personal data.
2. Velora may refuse instructions that reasonably appear to breach this section and may act under Section 20. This does not prevent lawful security, research or other legitimate work expressly agreed in writing.

20. Suspension and termination

1. Velora may suspend or terminate immediately by written notice for illegal activity, fraud, serious abuse or a serious breach that cannot reasonably be cured. For an ordinary breach, Velora will first give written warning describing the issue and a reasonable opportunity to remedy it. Non-response and non-payment follow the specific periods in Sections 6, 8 and 15.
2. The Client may end a Project by written notice. If termination is due to the Client's cancellation, breach or failure to cooperate, Velora may retain amounts legally earned for work performed and properly incurred costs, and will refund any remainder due under law or the Project Agreement. Any deposit treatment remains subject to Section 5 and Consumer rights.
3. If Velora ends the Project without fault by the Client, Velora will refund the part of the price attributable to work not performed. On termination, the parties will settle sums and provide any handover or data access required by the Project Agreement or mandatory law. Termination does not extinguish accrued payment obligations or rights already transferred after full payment.

21. Force majeure

1. Neither party is liable for a delay caused by an event outside its reasonable control that it could not reasonably prevent or overcome. The affected party will notify the other as soon as reasonably possible, explain the expected effect and take reasonable steps to limit it.
2. If such an event delays delivery, Velora will inform the Client and the parties will agree a new estimated delivery date. If performance remains impossible or the delay becomes substantial, either party may invoke the remedies available under the Project Agreement or applicable law; payment for unperformed work will be dealt with accordingly.

22. Liability and warranties

1. Velora will perform the agreed work with reasonable skill and care and deliver the agreed functionality, subject to the Project Agreement and applicable law. No statement in these Terms excludes a mandatory conformity guarantee or other non-waivable Consumer remedy.
2. To the extent permitted by law, Velora is not liable for losses caused solely by the Client's unlawful instructions, unauthorised changes, misuse, failure to safeguard its credentials or an independent third-party outage. Velora remains liable for its own acts and omissions where the law requires it.
3. Nothing in these Terms limits liability for intentional misconduct, gross negligence, personal injury or any other liability that cannot lawfully be limited or excluded. Any further liability cap must be expressly agreed in writing and remains subject to mandatory law.

23. Consumer rights and withdrawal

1. A Consumer retains all mandatory pre-contract information, withdrawal, conformity, repair or other statutory rights that apply to the particular service or digital content. Where a distance or off-premises contract carries a 14-day withdrawal right, the period and any statutory exceptions or extensions apply as required by law. A deposit clause, a 48-hour bug-reporting window or review silence does not cancel those rights.
2. If a Consumer asks Velora to begin a service during a withdrawal period, Velora will obtain any prior express request or consent and provide the required information and confirmation on a durable medium. If the Consumer then lawfully withdraws, any payment for work already performed is calculated only as applicable law permits. A loss of withdrawal rights for fully performed services or supplied digital content applies only when every statutory condition for that exception has been met; these Terms alone do not create that loss.
3. The Consumer may communicate withdrawal or another statutory complaint to gtognoni05@gmail.com. Velora will handle it within the time and by the method required by applicable law. Business Clients have the contractual rights stated here and in their Project Agreement, together with any mandatory rights applicable to them.

24. Governing law and disputes

1. These Terms and each Project Agreement are governed by Italian law, together with directly applicable EU rules and mandatory implementing provisions. A choice of Italian law does not deprive a Consumer of mandatory protection under the law that would apply without that choice, where applicable.
2. The parties will first try to resolve a dispute through written discussion using gtognoni05@gmail.com. Courts and any mandatory alternative dispute process are determined by applicable law. No clause here removes a Consumer's mandatory right to bring or defend a claim before the competent court of their residence or domicile where the law provides it.

25. Updates

1. Velora may update these Terms for future Projects and renewals, giving any notice required by law or the Project Agreement. The version accepted for a Project governs that Project unless both parties agree otherwise in writing or mandatory law requires a change.
2. An update does not retroactively change a completed Project without the parties' agreement. Changes to an ongoing recurring service are subject to its agreed terms and mandatory notice and termination rights.

26. Language

1. These Terms are available in English and Italian with corresponding structure and intended meaning. The English version is the reference version only where legally permitted.
2. A mandatory language rule, a Consumer's non-waivable right or an interpretation required by applicable law takes priority over that language preference. Any material discrepancy should be raised through gtognoni05@gmail.com and resolved in good faith.

27. Contact and legal identity

Legal name of service provider: Gabriele Tognoni
Trading name: Velora Network
Country: Italy
Email for notices, support, complaints and withdrawal: gtognoni05@gmail.com
Other legally required registration or tax details, if applicable: Not applicable

The fields above must be completed accurately before publication. The use of a brand name does not replace disclosure of the person or entity that contracts with the Client.