Legal

Service Terms & Conditions

Terms governing TMG Books client engagements, incorporated into each signed Service Agreement.

These Service Terms and Conditions ("T&Cs") govern the professional services provided by The Makeover Group (trading as "TMG Books"), P.IVA 07406690482, with registered office at Via di Belvedere 17, 50125 Firenze, Italy. They form an integral part of each signed Service Agreement between TMG Books and its clients, and are incorporated into every such Agreement by reference.

For questions about these terms, contact us at: [email protected].


In these T&Cs and in any Service Agreement incorporating them, unless the context requires otherwise:

2.1. TMG will provide the Services described in the Proposal with reasonable professional skill and care, in accordance with applicable Italian law and professional standards.

2.2. The scope of the Services is limited to what is expressly described in the Proposal. Any additional services requested by the Client will be subject to a separate written agreement or an amendment to the Agreement, and may be subject to additional Fees.

2.3. The provision of the Services is subject to the Client's timely cooperation and compliance with its obligations under clause 4 below. TMG shall not be liable for any delay or deficiency in the Services to the extent caused by the Client's failure to comply with those obligations.

2.4. TMG may engage suitably qualified sub-contractors or affiliated professionals to perform parts of the Services, provided that TMG remains responsible for their performance under the Agreement.

2.5. Any estimated timelines for Deliverables set out in the Proposal are provided in good faith but are not binding unless expressly stated to be guaranteed. TMG will use reasonable efforts to meet estimated timelines and will notify the Client promptly of any material delay.

3.1. Fees. The Client shall pay the Fees set out in the Agreement and the Proposal. All Fees are stated exclusive of IVA unless otherwise specified. IVA at the applicable rate (currently 22%) shall be added to all invoices where required by law.

3.2. Invoicing. TMG will issue invoices in accordance with the payment schedule set out in the Proposal (e.g. monthly, quarterly, or upon completion of a one-off engagement). All invoices will be issued as electronic invoices (fattura elettronica) in the FatturaPA XML format and transmitted through the SdI (Sistema di Interscambio) in compliance with Italian electronic invoicing requirements. TMG uses Fatture in Cloud as its invoicing platform. The Client is responsible for providing TMG with a valid Codice Destinatario or PEC address for electronic invoice delivery.

3.3. Payment due date. Invoices are due and payable within the timeframe specified in the Proposal and the Agreement. If no specific period is stated, invoices are due within fifteen (15) calendar days of the invoice date.

3.4. Late payment. If the Client fails to pay any invoice by the due date, TMG reserves the right to:

3.5. Disputed invoices. If the Client disputes any invoice or part thereof in good faith, the Client must notify TMG in writing within ten (10) Business Days of the invoice date, specifying the nature and amount of the dispute. The undisputed portion remains due on the original due date. The Parties shall use reasonable efforts to resolve any billing dispute promptly.

3.6. Fee adjustments. TMG may adjust its Fees upon at least thirty (30) calendar days' written notice to the Client. Fee adjustments will apply from the start of the next billing cycle following the notice period. If the Client does not accept the adjusted Fees, the Client may terminate the Agreement in accordance with clause 7.3, with no penalty, by giving written notice before the new Fees take effect.

3.7. Expenses. Any out-of-pocket expenses incurred by TMG on behalf of the Client (such as government filing fees, notarial charges, or official document costs) shall be charged to the Client at cost, with supporting documentation, in addition to the Fees.

4.1. The Client shall:

4.2. The Client acknowledges that the quality, accuracy and timeliness of the Services depend directly on the quality, accuracy and timeliness of the Client Data. TMG is entitled to rely on the information provided by the Client without independent verification, unless the Proposal expressly provides otherwise.

4.3. Without prejudice to clause 2.3, where the Client's failure to comply with this clause 4 results in additional work for TMG (including, without limitation, rework, late filings, or penalties imposed by tax authorities), TMG may charge additional Fees at its then-current rates for such additional work, and the Client shall be responsible for any penalties, interest or surcharges imposed by tax or regulatory authorities as a result of the Client's delay or default.

5.1. Mutual obligation. Each Party undertakes to keep confidential all Confidential Information received from the other Party and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except as permitted by this clause 5.

5.2. Permitted disclosures. A Party may disclose Confidential Information:

5.3. Exclusions. The obligations in this clause 5 do not apply to information that:

5.4. Duration. The obligations under this clause 5 shall continue for a period of three (3) years after the termination or expiry of the Agreement, except in respect of Personal Data, which shall remain subject to the data protection obligations in clause 6 for as long as required by applicable law.

5.5. Return or destruction. Upon termination of the Agreement and upon written request by the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information of the disclosing Party (including copies), except to the extent that retention is required by applicable law or professional regulations.

6.1. Roles. For the purposes of the GDPR:

6.2. Lawful basis for processing. TMG processes Client Data, including Personal Data, on the following lawful bases:

6.3. Data processing obligations. When acting as a data processor, TMG shall:

6.4. Data retention. TMG shall retain Client Data (including documents containing Personal Data) as follows:

6.5. Sub-processors. The Client provides general authorisation for TMG to engage sub-processors for the processing of Personal Data, subject to the following conditions:

6.6. International transfers. TMG shall not transfer Personal Data outside the European Economic Area without the Client's prior written consent, unless adequate safeguards are in place in accordance with Chapter V of the GDPR (e.g. European Commission adequacy decisions, Standard Contractual Clauses).

6.7. Data subject rights. Data subjects may exercise their rights under Articles 15 to 22 of the GDPR (including the rights of access, rectification, erasure, restriction, portability and objection) by contacting TMG at [email protected]. TMG shall respond to valid requests within thirty (30) calendar days, as required by the GDPR.

6.8. Garante per la Protezione dei Dati Personali. Data subjects have the right to lodge a complaint with the Italian supervisory authority: Garante per la Protezione dei Dati Personali, Piazza Venezia 11, 00187 Roma, Italy (www.garanteprivacy.it).

6.9. Privacy policy. Further details on how TMG processes Personal Data are set out in TMG's Privacy Policy.

7.1. Minimum term.

7.2. Renewal. At the end of the Minimum Term, the Agreement shall automatically continue on a rolling month-to-month basis on the same terms, unless either Party gives the other written notice of termination in accordance with clause 7.3.

7.3. Termination.

7.4. Consequences of termination.

8.1. TMG's IP. All IP Rights in TMG's pre-existing materials, methodologies, tools, templates, software and know-how used in the provision of the Services remain the property of TMG. Nothing in the Agreement transfers any IP Rights in such materials to the Client.

8.2. Client's IP. All IP Rights in the Client Data and the Client's pre-existing materials remain the property of the Client.

8.3. Deliverables. Upon payment in full of the applicable Fees:

8.4. Licence. TMG grants the Client a non-exclusive, non-transferable licence to use any TMG-owned templates, reports or tools provided as part of the Deliverables, solely for the Client's own internal business purposes, for the duration of the Agreement.

9.1. Liability cap. Subject to clauses 9.3 and 9.4 below, the total aggregate liability of TMG arising out of or in connection with the Agreement (whether in contract, tort including negligence, or otherwise) shall not exceed an amount equal to the total Fees paid by the Client to TMG under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

9.2. Exclusion of indirect loss. Subject to clauses 9.3 and 9.4 below, TMG shall not be liable for any indirect, incidental, special or consequential loss or damage, including but not limited to loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss of data, whether or not foreseeable or advised of the possibility of such loss, arising out of or in connection with the Agreement.

9.3. Mandatory Italian law carve-outs. Nothing in the Agreement shall exclude or limit TMG's liability:

9.4. Client's responsibility. TMG shall not be liable for any loss, penalty, interest, surcharge or damage arising from:

9.5. Specific approval. The Client specifically approves the limitation and exclusion of liability clauses set out in this clause 9, in accordance with Articles 1341 and 1342 of the Italian Codice Civile. (See the specific approval section in the Service Agreement.)

10.1. The Services provided by TMG are limited to accounting, tax compliance, payroll, bookkeeping, financial-control and related advisory services as described in the Proposal. TMG is not a law firm, investment adviser, insurance broker or financial planner.

10.2. The Services do not constitute:

10.3. TMG's Services and Deliverables are prepared on the basis of the information provided by the Client and the applicable laws and regulations in effect at the time of delivery. TMG does not guarantee any particular tax outcome, regulatory result or financial benefit.

10.4. The Client should seek independent legal, investment or other specialist advice where matters fall outside the scope of the Services described in the Proposal.

10.5. TMG may, in the course of providing the Services, draw the Client's attention to legal, regulatory or financial matters that may be relevant to the Client's situation. Any such observations are provided as general information only, not as specialist advice, and the Client should verify them with an appropriately qualified professional.

11.1. Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay results from circumstances beyond that Party's reasonable control ("Force Majeure Event"), including but not limited to: natural disasters, epidemics or pandemics, acts of government or regulatory authority, war, terrorism, civil unrest, strikes or industrial action (other than by that Party's own employees), failure of utilities or telecommunications, cyber-attacks, or the unavailability of government systems (including the SdI or Agenzia delle Entrate portals).

11.2. The affected Party shall notify the other Party promptly of the Force Majeure Event and its expected duration, and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

11.3. If a Force Majeure Event continues for more than sixty (60) consecutive calendar days, either Party may terminate the Agreement by giving thirty (30) calendar days' written notice, without liability (other than for Fees accrued before the Force Majeure Event).

12.1. Governing law. The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Italian Republic.

12.2. Amicable resolution. The Parties shall first attempt to resolve any dispute arising out of or in connection with the Agreement through good-faith negotiation between their respective representatives. Either Party may initiate this process by written notice to the other Party. The Parties shall endeavour to resolve the dispute within thirty (30) calendar days of such notice.

12.3. Mediation. If the dispute is not resolved through negotiation within the period referred to in clause 12.2, either Party may refer the dispute to mediation administered by an accredited mediation body registered with the Italian Ministry of Justice, in accordance with Legislative Decree No. 28/2010 (as amended). The mediation shall take place in Florence, Italy, and shall be conducted in Italian (unless the Parties agree otherwise). Each Party shall bear its own costs of the mediation, and the mediator's fees shall be shared equally.

12.4. Jurisdiction. If mediation is not commenced within sixty (60) calendar days of the written notice referred to in clause 12.2, or if mediation does not result in a settlement, the dispute shall be submitted to the exclusive jurisdiction of the courts of Florence (Tribunale di Firenze), Italy.

13.1. The Client may not assign, transfer or sub-contract any of its rights or obligations under the Agreement without the prior written consent of TMG.

13.2. TMG may assign or transfer the Agreement (in whole or in part) to an affiliate, successor entity or purchaser of all or substantially all of its business or assets, provided that the assignee assumes all of TMG's obligations under the Agreement. TMG will notify the Client of any such assignment.

14.1. No amendment or variation to the Agreement shall be effective unless it is made in writing and signed (including by electronic signature) by both Parties.

14.2. TMG may update these T&Cs from time to time to reflect changes in law, regulation or best practice. TMG will provide the Client with at least thirty (30) calendar days' written notice of any material changes. If the Client does not accept the updated T&Cs, the Client may terminate the Agreement in accordance with clause 7.3.

15.1. The Agreement (including the Proposal, these T&Cs, and any schedules or annexes) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15.2. Each Party acknowledges that it has not relied on any statement, representation, assurance or warranty not set out in the Agreement.

15.3. Nothing in this clause limits or excludes liability for fraud.

16.1. Any notice under the Agreement must be in writing and may be delivered by:

16.2. Notices sent by email are deemed received on the next Business Day after sending. Notices sent by PEC are deemed received on the date shown in the delivery receipt. Notices sent by registered post are deemed received on the date of delivery shown on the return receipt.

17.1. Severability. If any provision of the Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, or (if it cannot be so modified) shall be severed from the Agreement. The remaining provisions shall continue in full force and effect.

17.2. Waiver. No failure or delay by a Party in exercising any right or remedy under the Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any further exercise of that right or remedy, or the exercise of any other right or remedy.

17.3. Third-party rights. The Agreement does not confer any rights on any person other than the Parties (and their permitted successors and assigns).

17.4. Language. The Agreement is drawn up in English. In the event of any inconsistency between an English version and any Italian translation, the English version shall prevail, unless otherwise required by Italian mandatory law.

18.1. The Parties agree that the Agreement may be signed and accepted by electronic means, including but not limited to: typed name, drawn signature, or click-to-accept on TMG's online signing page, with timestamp and audit trail.

18.2. The Parties acknowledge and agree that electronic signatures used to execute the Agreement are valid, legally binding and admissible as evidence under:

18.3. Each Party consents to conducting transactions electronically in connection with the Agreement, including the exchange of notices, invoices and other documents.

18.4. TMG maintains an audit trail for each electronically signed Agreement, recording the signatory's name, the date and time of acceptance, the IP address (where available) and the method of signature. This audit trail is retained for the duration of the Agreement and for a period of ten (10) years thereafter.


The Makeover Group (trading as TMG Books)
P.IVA 07406690482
Via di Belvedere 17, 50125 Firenze, Italy
[email protected]