Terms of Service

1. Introduction

1.1 Overview of Going Macro SRL

Going Macro SRL ("GM," "we," "our," or "us") is an Italian-registered company (VAT number: IT04086740133) that manages and operates multiple specialized brands. These brands include Corporate-FM (CFM), Cerulean Studio (CS), Pressence (P), Blink Bytes AI (BBAI), and Intra.FM. Each brand operates within distinct sectors, providing tailored services to large enterprises, multinational corporations, and other significant stakeholders.

1.2 Purpose of Terms and Conditions

These Terms and Conditions ("Terms") govern the relationship between GM and any party ("Client," "you," or "your") engaging with any of our brands. By engaging in business with GM or any of its brands, you agree to abide by these Terms. This document serves as a foundational agreement, outlining the rights and obligations of both parties. Specific terms may apply to each brand, and Clients are advised to consult the respective brand’s website for further details.

2. General Information

2.1 Company Details

Legal Entity: Going Macro SRL
VAT Number: IT04086740133
Jurisdiction: Italy

2.2 Scope of Services
GM provides a broad range of services through its various brands, each specializing in distinct areas:

Corporate-FM (CFM): Specializes in audio content creation, corporate training, and corporate communication.
Cerulean Studio (CS): Offers consulting services in the design and development of digital identities, websites, mobile apps, SaaS solutions, and digital products.
Pressence (P): Focuses on copywriting, SEO, and comprehensive communication strategies.
Blink Bytes AI (BBAI): Develops AI-based digital products.
Intra.FM: A Learning Management System (LMS) platform for corporate training and audio content creation.

3. Brands and Sub-brands

3.1 Corporate-FM (CFM)

Corporate-FM (corporatefm.it) provides specialized services in the domain of audio content tailored for enterprises. These include corporate training modules, podcasts, and other audio communication tools designed to enhance internal corporate communication. Specific terms related to the use of Corporate-FM's services can be found on its dedicated website. GM retains the right to adjust the scope and nature of services offered under Corporate-FM, ensuring they remain aligned with the evolving needs of the corporate sector.

3.2 Cerulean Studio (CS)

Cerulean Studio (cerulean.studio) operates as a consultancy focusing on the design and development of digital identities, websites, mobile applications, SaaS, and other digital products. Engaging with Cerulean Studio means agreeing to a collaborative approach where proprietary tools and methodologies are often employed. GM reserves the right to protect and enforce intellectual property rights related to all deliverables provided by Cerulean Studio, and Clients are expected to respect these rights, as detailed in specific agreements.

3.3 Pressence (P)

Pressence (pressence.agency) offers services centered on copywriting, SEO, and communication strategies. As a brand under GM, Pressence is dedicated to enhancing your company's online presence and communication effectiveness. Specific terms governing Pressence’s services, including content ownership, revisions, and publication rights, can be found on its website. GM ensures that all content produced under Pressence is compliant with industry standards and regulations.

3.4 Blink Bytes AI (BBAI)

Blink Bytes AI (blinkbytes.ai) is a brand focused on developing cutting-edge AI-based products. While this brand is still in development, GM is committed to delivering innovative solutions that meet the highest industry standards. Clients who engage with Blink Bytes AI should anticipate specific terms relating to the use of AI technologies, data handling, and intellectual property, which will be detailed on the brand's website once the products are publicly launched.

3.5 Intra.FM

Intra.FM (intra.fm) is a Learning Management System (LMS) designed for corporate training and audio content creation. It is an extension of the Corporate-FM brand, offering a specialized platform for enterprises. Terms specific to the use of Intra.FM will be outlined on its dedicated website, addressing aspects such as data security, content ownership, and platform usage rights. GM ensures that Intra.FM remains compliant with relevant data protection regulations, particularly when handling corporate training materials and user data.

4. Terms of Service

4.1 General Terms

By engaging with GM or any of its sub-brands, the Client agrees to these general Terms of Service. These Terms apply to all interactions, engagements, and transactions between GM and the Client unless otherwise specified in a separate written contract. In the event of any inconsistency between these Terms and a specific contract, the contract shall prevail.

4.2 Use of Services

Clients are granted a limited, non-exclusive, non-transferable right to access and use the services provided by GM and its brands for the duration of the engagement. This right is subject to compliance with the Terms outlined herein and any additional terms specific to the service or brand. GM reserves the right to monitor the use of its services to ensure compliance and may suspend or terminate access if any misuse is detected.

4.3 Service Availability

GM strives to provide uninterrupted service across all its brands but does not guarantee continuous or error-free availability. Scheduled maintenance, updates, and other factors may occasionally cause temporary disruptions. GM will make reasonable efforts to notify Clients of any planned outages. In the event of unforeseen disruptions, GM will work diligently to restore services as promptly as possible but shall not be held liable for any losses or damages resulting from such disruptions.

4.4 Client Responsibilities

Clients are responsible for providing accurate and up-to-date information necessary for the provision of services. This includes, but is not limited to, access to required resources, timely feedback, and adherence to agreed-upon schedules. Failure to meet these responsibilities may result in delays or additional costs, for which GM shall not be liable.

4.5 Fees and Payment

Fees for services provided by GM and its brands are outlined in specific contracts or agreements with each Client. Payment terms are strictly enforced, with invoices due within the timeframe specified in the contract. Late payments may incur interest charges at the maximum rate permitted by law. GM reserves the right to suspend services or terminate agreements in cases of non-payment.

4.6 Termination of Services

Either party may terminate the service agreement with notice as specified in the contract. GM reserves the right to terminate the agreement immediately if the Client breaches any of the Terms, including non-payment or misuse of services. Upon termination, the Client shall promptly pay any outstanding fees for services rendered up to the termination date.

5. Privacy and Data Protection

5.1 Overview of Data Handling

GM is committed to complying with applicable data protection laws, including the General Data Protection Regulation (GDPR). GM only collects and processes personal data as necessary for the provision of services or as required by law. Personal data typically includes business contact details, email communications, and other information relevant to the specific services provided. GM does not collect or store personal data unrelated to business operations.

5.2 Specific Policies by Sub-brands

Each GM brand may have specific data handling policies, reflecting the nature of their services:

Corporate-FM (CFM): May collect and process data related to corporate training participants for content delivery and progress tracking.
Cerulean Studio (CS): May collect client preferences and project details for the development of digital products.
Pressence (P): May collect SEO and communication strategy data relevant to the Client’s industry and target audience.
Blink Bytes AI (BBAI): May, in the future, collect data to enhance AI product functionalities.
Intra.FM: Collects and processes data related to user activity on the platform to improve learning outcomes and service delivery.
Clients are advised to review the privacy policies available on each brand's website for specific details on data handling and protection.

5.3 Email Communication

GM primarily communicates with Clients via email for business purposes. This includes the exchange of contracts, invoices, project updates, and other relevant information. By engaging with GM, the Client consents to receiving such communications. GM ensures that all email communications are conducted in a secure manner and in compliance with applicable data protection regulations.

5.4 Data Security

GM implements appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction. While GM takes all reasonable precautions to safeguard data, Clients acknowledge that no method of transmission over the internet or electronic storage is entirely secure. GM shall not be held liable for any breaches of security caused by factors beyond its control.

5.5 Data Retention

Personal data is retained by GM only for as long as necessary to fulfill the purposes for which it was collected or as required by law. Upon the conclusion of a service agreement, personal data may be archived for legal or compliance purposes. Clients may request the deletion of their personal data by contacting GM, subject to legal and contractual obligations.

6. Intellectual Property

6.1 Ownership

All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, in materials, content, and services provided by GM and its brands, are the exclusive property of GM or its licensors. The Client does not acquire any ownership rights in the intellectual property by using GM’s services. Any materials or content developed specifically for the Client may be subject to a separate agreement that outlines the transfer or licensing of rights.

6.2 Usage Rights

Clients are granted a limited, non-exclusive, non-transferable license to use the intellectual property provided by GM solely for the purpose outlined in the service agreement. This license does not permit the Client to modify, distribute, or sublicense the intellectual property unless explicitly agreed upon in writing. Any unauthorized use of GM’s intellectual property will be considered a breach of these Terms and may result in legal action.

6.3 Third-Party Intellectual Property

GM may use third-party intellectual property in the course of providing services, such as software tools, content, or design elements. The use of such third-party intellectual property is subject to the terms and conditions of the respective owners. GM ensures that it has obtained the necessary rights or licenses to use third-party intellectual property and that such use will not infringe on the rights of others. However, the Client agrees to indemnify GM against any claims arising from the misuse of third-party intellectual property provided by the Client.

6.4 Client Intellectual Property

Any intellectual property provided by the Client for use by GM in the course of delivering services remains the property of the Client. The Client grants GM a limited license to use such intellectual property strictly for the purpose of fulfilling the service agreement. The Client warrants that it has the necessary rights to provide such intellectual property to GM and agrees to indemnify GM against any claims arising from the use of the Client’s intellectual property.

6.5 Protection of Intellectual Property

GM takes the protection of its intellectual property seriously and will take appropriate legal action to prevent unauthorized use, reproduction, or distribution. Clients are expected to respect GM’s intellectual property rights and to notify GM immediately if they become aware of any infringement.

7. Liability and Disclaimers

7.1 Limitation of Liability

To the maximum extent permitted by law, GM and its brands shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to the use or inability to use our services, even if GM has been advised of the possibility of such damages. GM’s total liability for any claim arising out of or relating to these Terms or the services provided, regardless of the form of the action, whether in contract, tort, or otherwise, shall be limited to the fees paid by the Client for the specific service that gave rise to the claim.

7.2 Exclusion of Warranties

GM provides its services on an "as is" and "as available" basis without any warranties, whether express, implied, statutory, or otherwise. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty that services will be uninterrupted, error-free, or secure. GM does not guarantee the accuracy, reliability, or quality of any information or content provided through its services.

7.3 Indemnification

The Client agrees to indemnify, defend, and hold harmless GM, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs, arising out of or in any way connected with the Client’s use of GM’s services, violation of these Terms, or infringement of any intellectual property or other rights of a third party.

7.4 Disclaimers Specific to Sub-brands

Each GM brand may have additional disclaimers related to the specific services they offer:

Corporate-FM (CFM): GM disclaims any responsibility for the outcomes or results of corporate training and audio content, which are dependent on various external factors beyond GM's control.
Cerulean Studio (CS): GM disclaims any warranties regarding the commercial success of digital products or the accuracy of design and development decisions, which are influenced by market conditions and Client-provided data.
Pressence (P): GM disclaims responsibility for the effectiveness of communication strategies, SEO results, or content performance, as these are affected by factors outside GM’s control.
Blink Bytes AI (BBAI): Given the evolving nature of AI, GM disclaims any guarantees regarding the accuracy, reliability, or results of AI-based products.
Intra.FM: GM disclaims any liability for the effectiveness of learning outcomes or user engagement with the LMS platform.

8. Amendments to Terms

8.1 Modification of Terms

GM reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting on GM’s website or as otherwise communicated to the Client. Clients are responsible for regularly reviewing these Terms to ensure they are aware of any modifications. Continued use of GM’s services following any modifications constitutes acceptance of the revised Terms.

8.2 Applicability to New Businesses

In the event GM establishes new brands or businesses, the Terms outlined herein shall automatically apply to these new entities unless explicitly stated otherwise. This ensures continuity in service provision and contractual obligations across all entities under GM. Clients engaging with new GM businesses agree to be bound by these Terms, as well as any additional terms specific to the new entity.

8.3 Specific Contractual Amendments

If there is a conflict between these Terms and any specific terms outlined in a separate contract with a Client, the specific contract terms shall prevail. GM retains the right to negotiate and amend contractual terms with individual Clients as necessary to address unique business needs or regulatory requirements.

8.4 Notice of Amendments

GM will make reasonable efforts to notify Clients of significant changes to these Terms, particularly those that may impact the Client’s rights or obligations. Such notice may be provided via email, through the GM website, or via other communication channels as deemed appropriate by GM. However, it is ultimately the Client’s responsibility to stay informed of any updates.

9. Governing Law and Jurisdiction

9.1 Applicable Law

These Terms and any disputes arising out of or relating to them, or the services provided by GM, shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

9.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the services provided by GM, the parties agree to attempt to resolve the matter amicably through good-faith negotiations. If the dispute cannot be resolved through negotiation within a reasonable period, either party may seek to resolve the dispute through mediation or arbitration, as mutually agreed upon in writing.

9.3 Jurisdiction

If a dispute arises that cannot be resolved through negotiation or mediation, the courts of Milan, Italy, shall have exclusive jurisdiction to settle any legal proceedings arising out of or relating to these Terms or the services provided by GM. By engaging with GM, the Client agrees to submit to the personal jurisdiction of these courts for the purpose of litigating such disputes.

9.4 Legal Compliance

GM and the Client agree to comply with all applicable laws, regulations, and industry standards in the performance of their respective obligations under these Terms. This includes, but is not limited to, data protection regulations, intellectual property laws, and commercial regulations relevant to the services provided.

10. Miscellaneous

10.1 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

10.2 Entire Agreement

These Terms, together with any specific contracts or agreements between GM and the Client, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

10.3 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and GM’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

10.4 Transfer of Rights

GM may assign or transfer its rights and obligations under these Terms, in whole or in part, to any third party at its discretion, including in the event of a merger, acquisition, or sale of all or substantially all of its assets. The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of GM.

10.5 Force Majeure

GM shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, government regulations, or pandemics. GM will make reasonable efforts to mitigate the impact of any force majeure event on the delivery of services.

10.6 Independent Contractors

The relationship between GM and the Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind the other or incur any obligations on behalf of the other without the other party’s prior written consent.

10.7 Notices

All notices or other communications required or permitted under these Terms shall be in writing and delivered to the other party by hand, email, or reputable courier service at the addresses provided in the relevant contract or as otherwise notified in writing by either party. Notices shall be deemed received on the date of delivery if delivered by hand or courier, or on the date of transmission if sent by email.