Terms of Service
These terms of service govern all contracts between Invariance, sole proprietorship of Philipp Gurndin, Via Max Valier 20 int. 012, 39100 Bolzano (BZ), Italy, and its clients and customers. The sections on business clients apply exclusively to entrepreneurs. Where the customer is a consumer, the section Consumers applies and prevails over any conflicting provision of these terms. Contact: contact@invariance.co, +39 350 0404 001, invariance.co Version of 11 August 2026.
Scope and contracting party
Invariance is an Italian sole trader (ditta individuale). Its owner is Philipp Gurndin, place of business Via Max Valier 20 int. 012, 39100 Bolzano (BZ), Italy. These terms apply to all offers, contracts and deliveries of Invariance in the version in force at the time the contract is concluded. Invariance supplies two kinds of service. Development services comprise bespoke software development, automation, internal systems, integration, maintenance and ongoing operation. They are supplied to business clients only. Products are Invariance's own software offered for purchase on invariance.co, for example the desktop dictation application typeout. Products may also be acquired by consumers. Terms and conditions of the client that deviate from or supplement these terms do not become part of the contract unless Invariance has accepted them in writing. This applies even where Invariance performs without reservation in knowledge of such terms. Where the customer is a consumer, the provisions of the section Consumers prevail over all other provisions of these terms.
Offers and conclusion of contract
Descriptions of services, price indications and presentations on invariance.co are not binding offers but an invitation to the client to submit an offer. A contract is concluded when Invariance confirms an order in text form, when the client accepts a written offer of Invariance within its stated period of validity, or when Invariance begins performance. Offers of Invariance are valid for 30 days from their date unless stated otherwise. Cost estimates are given without warranty of correctness unless they are expressly designated as binding. Estimates of effort are forecasts and are not binding. Amendments and additions to the contract require text form. This also applies to any waiver of the text form requirement. Delivery dates are targets unless they have been expressly agreed in writing as binding. Delays caused by the client, by late cooperation, by late decisions or by force majeure extend agreed dates by the duration of the impediment plus a reasonable restart period. Force majeure includes in particular labour disputes, official measures, energy and network failures, failures of upstream suppliers, epidemics and armed conflict.
Scope of services
Invariance owes the services described in the offer or in the order confirmation. Services not described there are not owed. Invariance selects the technical means, the architecture and the tools at its own discretion and may engage qualified subcontractors. Invariance remains the client's sole contractual counterparty. Work requested after conclusion of the contract that goes beyond the agreed scope is remunerated separately at the applicable rates and extends agreed dates accordingly. Invariance is not obliged to accept change requests. Software is never entirely free of defects. Invariance does not warrant uninterrupted or error-free operation, nor any particular commercial result, unless a specific result has been expressly agreed in writing. Where the contract covers ongoing operation, support or availability, the service levels agreed in the offer apply exclusively. Absent an express agreement, no particular availability and no particular response time is owed.
Client cooperation and responsibility
The client shall provide, free of charge and in good time, all information, data, content, access rights, test environments, contact persons and decisions required for performance, and shall name a person authorised to take decisions. The client shall test every delivery in a suitable test environment before putting it into productive use. The client warrants that all content, data, trademarks and instructions it supplies are lawful and free of third-party rights that would prevent the agreed use. The client shall indemnify and hold Invariance harmless in full against all claims raised by third parties on the basis of such content, data or instructions, including the costs of appropriate legal representation. The client is responsible for regular, complete and restorable backups of its data. Invariance is not liable for the loss of data where no current backup existed at the time of the loss. If the client fails to cooperate, Invariance may set a reasonable grace period and, after it has expired without result, withdraw from the contract. The claim to remuneration under the section Term and termination remains unaffected.
Inspection, notification of defects and acceptance
This section applies to business clients only. The client shall inspect every delivery and every partial delivery without delay after receipt and shall notify Invariance of any defect without delay in writing, describing the defect precisely and in a reproducible manner. Defects that are not apparent on inspection shall be notified without delay after their discovery. If the notification is omitted, made late, or made without sufficient specification, the delivery is deemed approved in respect of that defect. In that case all claims of the client based on that defect are excluded, in particular claims under warranty, claims for damages on account of the defect, and claims for mistake as to the absence of the defect. Deliverables are deemed accepted if the client does not object in writing within 14 days of delivery, specifying the defects, or as soon as the client uses them productively or in live operation, whichever occurs first. Minor defects that do not substantially impair the agreed use do not entitle the client to refuse acceptance and do not entitle the client to withhold payment.
Warranty for business clients
This section applies to business clients only. The statutory warranty rights of consumers are set out in the section Consumers. The warranty period is 12 months from delivery or, where acceptance is agreed or deemed to have occurred, from acceptance. Defects are remedied at Invariance's choice by improvement or by replacement delivery within a reasonable period. A price reduction or rescission of the contract may be claimed by the client only after two attempts at improvement in respect of the same defect have failed. The client bears the burden of proving that the defect already existed at handover. There is no defect where the reported behaviour cannot be reproduced, or where it results from operation outside the agreed system requirements, from modifications made by the client or by third parties, from third-party software, from defective data or content supplied by the client, or from failures of the client's infrastructure or of networks and services of third parties. Rescission on account of laesio enormis is excluded. Rescission or adaptation of the contract on account of mistake is excluded. The assignment of warranty claims to third parties requires the written consent of Invariance.
Liability
Invariance is liable without limitation for personal injury, for damage caused intentionally or by gross negligence, and under applicable product liability law. These heads of liability are not excluded or limited by anything that follows. Liability for slight negligence is excluded. Liability is excluded for indirect damage, consequential damage, lost profit, loss of savings, loss of data and the cost of its restoration, business interruption, damage to reputation, and claims of third parties against the client. Invariance's total liability for all cases of damage arising from one engagement is limited to the net fee paid by the client for the affected service in the 12 months preceding the event causing the damage. Claims for damages must be asserted in court within 12 months of the injured party becoming aware of the damage and of the person causing it, failing which they lapse. Invariance is not liable for services of third parties, in particular cloud, hosting, network, model and payment providers, that are used at the client's instruction or with its consent, nor for content transmitted, stored or generated by the client's own users. The client is responsible for backups as set out in the section Client cooperation and responsibility. Liability for the loss of data is excluded where no current backup existed.
Fees, payment and default
Fees agreed with business clients are net amounts and do not include value added tax or other public charges. Value added tax is added at the statutory rate where it is chargeable. Unless agreed otherwise, invoices are payable without deduction within 14 days of the invoice date. Invariance may invoice in instalments according to the progress of the work and may require an advance payment before starting work. Time is billed in the units stated in the offer. Travel time, travel expenses and third-party costs incurred with the client's agreement are reimbursed separately. In the event of default, Invariance charges the statutory default interest for late payment in commercial transactions. The client shall bear all costs of reminders, debt collection and legal representation that are reasonable in relation to the claim pursued. After prior notice and the expiry of a reasonable grace period, Invariance may suspend all services, disable access and withhold deliverables until all invoices due have been paid. The client's payment obligation continues during the suspension. The client may set off against claims of Invariance only with counterclaims that are undisputed or have been established by final court decision. The client may not withhold payment on account of defects that do not substantially impair the agreed use. If the client's financial circumstances deteriorate materially after conclusion of the contract, Invariance may make further performance dependent on advance payment or the provision of security.
Rights of use and retention of rights
All rights of use in the deliverables created for the client under an engagement pass to the client only upon payment in full of all fees owed from that engagement. Until then the client has no right of use. Invariance reserves all claims in respect of any earlier use. Upon payment in full the client receives a non-exclusive, perpetual, worldwide right to use the deliverables created specifically for it for its own business purposes, including the right to have them modified and further developed by third parties. An exclusive right of use, or the handover of source code beyond the agreed scope, requires a separate written agreement. Invariance retains all rights in tools, libraries, frameworks, components, templates, methods and know-how that existed before the engagement or that are of general applicability. Where such elements are contained in a deliverable, the client receives a non-exclusive right to use them as part of that deliverable. Invariance remains free to use the general knowledge, ideas, techniques and experience gained in the course of an engagement for other clients. Third-party components, including open source components, remain subject to their own licence terms. The client is responsible for complying with those terms and bears any licence, subscription and usage fees payable to third parties. Invariance's own products, including typeout, are licensed, not sold. The licence is non-exclusive, non-transferable and limited to the use described at the point of purchase. Reverse engineering, the circumvention of licence controls and redistribution are prohibited, save where mandatory law provides otherwise.
Term, termination and frustrated performance
Ongoing services such as retainers, maintenance and operation are agreed on a monthly basis. The minimum term and the notice period follow from the offer. Absent another agreement, either party may terminate in writing with one month's notice to the end of a calendar month. Invariance may adjust the prices of ongoing services once per calendar year, with two months' notice, in line with the development of the consumer price index published by ISTAT or with demonstrable increases in its own costs. The right of either party to terminate for good cause with immediate effect remains unaffected. Good cause exists in particular where the client remains in default of payment despite a reminder and a grace period, or where insolvency proceedings are opened over the client's assets or their opening is refused for lack of assets. If performance is frustrated for reasons attributable to the client, including cancellation, the withdrawal of cooperation, or the failure to supply required information, access or decisions, Invariance retains the claim to the full agreed fee. Invariance must allow to be deducted only what it saved in expenses and what it actually earned, or wilfully failed to earn, by using the freed capacity elsewhere. Capacity reserved for a fixed period and cancelled by the client later than 14 days before the start of that period is invoiced in full unless it can be filled otherwise. On termination the client receives the deliverables it has paid for. Handover, migration support and data export beyond that are remunerated separately.
Confidentiality, data protection and references
Each party shall keep confidential all information of the other party that is designated as confidential or is evidently confidential, shall use it only for the purposes of the contract, and shall impose the same duty on its staff and subcontractors. This duty survives the end of the contract for three years, and without limit in time for trade secrets. Where Invariance processes personal data on behalf of the client, a data processing agreement pursuant to Article 28 of the General Data Protection Regulation is concluded. In matters of data protection that agreement prevails over these terms. Invariance is entitled to store the contact and contract data of the client for the performance of the contract and for the fulfilment of statutory retention obligations. Further information is set out in the privacy policy on invariance.co. Invariance may name the client as a reference or describe the project publicly only with the client's prior consent. Consent once given may be withdrawn with effect for the future.
Consumers
This section applies where the customer is a consumer within the meaning of the Codice del Consumo (D.Lgs. 206/2005), that is, where the contract does not form part of the operation of the customer's own business. Mandatory consumer protection law, in particular the Codice del Consumo (D.Lgs. 206/2005) together with its provisions on distance contracts (artt. 45-67) and D.Lgs. 170/2021 on digital content and digital services, prevails over any provision of these terms that would be less favourable to the consumer. To that extent the provision does not apply. The following provisions of these terms do not apply to consumers: the shortened warranty period and the modifications of warranty in the section Warranty for business clients; the duty of inspection and notification and the resulting loss of claims; the deemed acceptance after 14 days; the exclusion of rescission for laesio enormis; the exclusion of rescission and adaptation for mistake; the restriction of set-off; the shortened period for asserting claims for damages; and the price adjustment right in the section Term, termination and frustrated performance. Liability for intent, gross negligence and personal injury is not excluded or limited in any case. Prices stated to consumers are gross prices including statutory value added tax. Payment is due at purchase using the payment methods offered. Consumers have the statutory warranty rights. For digital content and digital services D.Lgs. 170/2021 applies, including the obligation of Invariance to supply the updates necessary to maintain conformity for the statutory period. Right of withdrawal: in the case of distance contracts, consumers have the right to withdraw from the contract within 14 days without giving reasons. The period begins on conclusion of the contract for services and digital content, and on receipt of the goods for physical goods. An unambiguous declaration to contact@invariance.co is sufficient to exercise the right. Loss of the right of withdrawal for digital content: where digital content is supplied other than on a physical medium, the right of withdrawal lapses if performance has begun after the consumer has expressly consented to Invariance beginning performance before the withdrawal period expires, the consumer has acknowledged that they thereby lose the right of withdrawal, and Invariance has confirmed this on a durable medium (Codice del Consumo, D.Lgs. 206/2005, artt. 45-67). Invariance obtains this express consent and this acknowledgement at the time of purchase and confirms them by email. Where a purchase is made on that basis, withdrawal and refund are no longer possible once download or activation has begun. The statutory warranty rights remain unaffected. Complaints and dispute resolution: complaints may be sent at any time to contact@invariance.co. The online dispute resolution platform of the European Commission at ec.europa.eu/consumers/odr was discontinued in 2025. Invariance is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body. For consumers domiciled in Italy, the court of the consumer's domicile or habitual residence has jurisdiction. Consumers domiciled in another Member State of the European Union retain the protection of the mandatory provisions of the law of their state of residence.
Final provisions
Italian substantive law applies (Codice Civile), to the exclusion of its conflict of law rules and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. For contracts with business clients, the court having subject-matter jurisdiction in Bolzano is agreed as the exclusive place of jurisdiction (Foro di Bolzano). The place of performance is Bolzano. If a provision of these terms is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by the lawful provision that comes closest to its economic purpose. Amendments and additions to these terms require text form. Invariance may amend these terms for future contracts; the version in force at the time the contract is concluded applies to that contract. The client may assign rights and obligations under the contract to third parties only with the written consent of Invariance. The German version of these terms is authoritative. The English and Italian versions are provided for convenience. Status: 11 August 2026.