Términos de Servicio

Fecha de vigencia: 2026-04-05

Bienvenido a Rome Holding. Al acceder o utilizar nuestro sitio web, productos o servicios, usted acepta estar sujeto a los siguientes Términos de Servicio. Si no está de acuerdo con estos términos, por favor absténgase de utilizar nuestra plataforma.

Este documento incluye los Términos de Servicio generales (Parte I) y, para clientes B2B sujetos a la ley alemana, Términos y Condiciones Generales adicionales / Allgemeine Geschäftsbedingungen (Parte II). En caso de conflicto entre la Parte I y la Parte II, la Parte II prevalece para contratos B2B bajo la ley alemana.

PARTE I: TÉRMINOS GENERALES DEL SERVICIO

1. Aceptación de Términos

1.1. By using our services, you confirm that you are at least 18 years old or have parental/guardian consent to use our platform.

1.2. These Terms of Service form a legally binding agreement between you and Rome Holding Ltd..

2. Servicios Proporcionados

2.1. Rome Holding provides digital tools, content, and services as described on our website.

2.2. All features are subject to availability and may be updated, modified, or discontinued at our discretion.

3. Responsabilidades del Usuario

3.1. You agree to use our services for lawful purposes only.

3.2. You are responsible for ensuring that your use of our platform complies with all applicable laws and regulations.

3.3. Unauthorized use, such as reverse engineering, reselling, scraping, or tampering with our systems, is strictly prohibited.

4. Privacidad y Uso de Datos

4.1. Your privacy is important to us. By using Rome Holding, you agree to our Privacy Policy.

4.2. Data collected from your usage may be used to improve our services and enhance your experience, subject to your consent choices.

4.3. Personally identifiable information will not be shared without your consent, except as required by law.

5. Propiedad Intelectual

5.1. All content, designs, software, and materials provided by Rome Holding are the intellectual property of Rome Holding Ltd..

5.2. You may not duplicate, copy, distribute, or exploit any part of our services without prior written consent.

6. Limitación de Responsabilidad

6.1. Our services are provided "as is" without warranties of any kind, express or implied.

6.2. To the maximum extent permitted by law, Rome Holding Ltd. shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from the use of our services.

6.3. Our total liability for any claim shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

7. Indemnización

You agree to indemnify and hold harmless Rome Holding Ltd., its officers, directors, employees, and agents from any claims, liabilities, damages, or expenses arising from your use of the services or your violation of these Terms.

8. Terminación

8.1. We reserve the right to suspend or terminate your access to our services if you violate these Terms of Service.

8.2. Upon termination, your right to use the platform ceases immediately.

8.3. Provisions that by their nature should survive termination (including limitations of liability, indemnification, and intellectual property) shall remain in effect.

9. Cambios en los Términos

9.1. We may update these Terms of Service periodically. Any changes will be posted on this page with a new effective date.

9.2. Continued use of our services constitutes acceptance of the updated terms.

10. Ley Aplicable

These terms are governed by and construed in accordance with the laws of the Federal Courts of Mexico. Any disputes arising from these terms shall be resolved in the courts of the Federal Courts of Mexico.

11. Contáctenos

If you have questions or concerns about these Terms of Service, please contact us:

PARTE II: TÉRMINOS Y CONDICIONES GENERALES (AGB)

Rome Holding Ltd. · A partir de: marzo de 2025

Los siguientes Términos y Condiciones Generales se aplican a todos los contratos de servicios B2B con Rome Holding Ltd.. Fueron redactados originalmente en alemán. En caso de cualquier discrepancia entre las versiones en alemán e inglés, prevalecerá el original en alemán.

PARTE A: DISPOSICIONES GENERALES

§ 1 Ámbito de Aplicación

(1) These General Terms and Conditions (GTC) apply to all contracts between Rome Holding Ltd., Aguascalientes Industrial Park, Aguascalientes, AGS 20130, Mexico (hereinafter "Rome Holding") and its clients (hereinafter "Client").

(2) These GTC apply exclusively in commercial business transactions (B2B). A Client within the meaning of these GTC is exclusively a natural or legal person who, at the time of concluding the contract, is acting in the exercise of their commercial or independent professional activity (§ 14 BGB). Contracts with consumers (§ 13 BGB) are excluded.

(3) Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless Rome Holding expressly agrees to their application in writing.

(4) These GTC also apply to all future transactions with the Client without requiring renewed notice.

§ 2 Formación del Contrato

(1) Offers by Rome Holding are non-binding and without obligation unless they are expressly marked as binding or a deadline for acceptance is specified.

(2) The contract is formed by:

a) the written order confirmation (OC) from Rome Holding upon receipt of the Client's order or acceptance of the offer, or

b) the commencement of service delivery by Rome Holding upon receipt of an order.

(3) The Client is bound by their order or acceptance of an offer for 14 days.

(4) Oral collateral agreements, warranties, and amendments require written form to be effective (email is sufficient). This also applies to waiving the written form requirement.

§ 3 Servicios por Rome Holding

(1) The exact scope of services is set out in the respective offer and the associated order confirmation. Services not expressly agreed are not owed.

(2) Rome Holding provides services primarily remotely/digitally. On-site appointments can be agreed separately and invoiced additionally.

(3) Rome Holding is entitled to have services performed in whole or in part by qualified subcontractors without requiring the Client's consent. Rome Holding remains responsible to the Client for the proper performance of the services.

(4) Rome Holding reserves the right to independently determine the manner of technical implementation within the scope of the agreed objective.

(5) Performance and delivery deadlines are non-binding guidelines unless expressly agreed as binding. Binding dates require express written agreement.

(6) Schedule delays caused by the Client's late or incomplete cooperation are not attributable to Rome Holding.

§ 4 Obligaciones de Cooperación del Cliente

(1) The Client is obligated to provide Rome Holding with all information, materials, and access required for service delivery in a timely and complete manner (in particular: texts, images, brand assets, access credentials to existing systems, approvals).

(2) The Client must provide corrections, feedback, and approvals within the review windows specified in the order confirmation. The standard period is 5 working days unless otherwise agreed in the order confirmation. If the Client does not respond within this period, Rome Holding may consider the service approved and proceed to the next phase.

(3) Each order confirmation generally includes one (1) round of corrections per phase. Additional revision rounds are commissioned separately at the hourly rate.

(4) Delays resulting from insufficient client cooperation extend agreed project timelines accordingly and entitle Rome Holding to adjust the project schedule.

§ 5 Remuneración y Términos de Pago

(1) The prices agreed in the respective order confirmation apply. All prices are net amounts in EUR, plus applicable statutory VAT.

(2) For B2B services to German companies, the reverse charge mechanism applies pursuant to § 13b UStG, provided the Client has a valid VAT identification number and has communicated it to Rome Holding. The Client is responsible for verifying the correct VAT treatment.

(2a) The Client is obligated to provide Rome Holding with their valid VAT identification number no later than at the time of signing the order confirmation. If no valid VAT number is available at the time of invoicing or if it has lapsed, Rome Holding is entitled to invoice the statutory VAT retroactively.

(3) Due dates for partial payments (deposit / final payment) are set out in the order confirmation. Unless otherwise agreed:

• Deposit (50%): due 7 days after order placement
• Final payment (50%): due 14 days after acceptance / launch approval

(4) Monthly services (platform operation) are due monthly in advance on the 1st of each month.

(5) In the event of default, Rome Holding is entitled to:

a) charge default interest at 8 percentage points above the applicable base rate per annum, and/or

b) suspend further service delivery until all outstanding amounts are paid in full.

(6) Invoices are sent by email as PDF.

(7) The Client's right to offset is excluded unless the counterclaim has been established by final judgment or acknowledged by Rome Holding.

(8) Rome Holding is entitled to adjust monthly platform fees once per calendar year. The Client is notified in writing by email at least 6 weeks before the adjustment takes effect. If the Client does not object within 4 weeks of receiving the notice, the new pricing is deemed accepted. In the event of a justified objection, the Client has a special right of termination effective as of the date the new prices take effect.

§ 6 Derechos de Autor y Derechos de Uso

(1) All work results created by Rome Holding (designs, texts, code, concepts) are copyright-protected works of Rome Holding. Rome Holding holds the rights necessary to grant the usage rights set out in paragraph 2.

(2) Upon full payment of the agreed remuneration, Rome Holding grants the Client a simple, non-exclusive, worldwide, perpetual licence to use the project results for the contractually agreed purpose. The licence includes the right to reproduce, make publicly available, and edit the results. The Client may transfer the licence to affiliated companies within the meaning of § 15 AktG and to successor companies.

(3) The Rome Holding platform (software, infrastructure, admin portal) remains exclusively the intellectual property of Rome Holding. The Client receives a simple usage right for the duration of active platform operation. This right expires upon termination of platform operation.

(4) Upon termination of platform operation, the Client receives a complete data export of all their content in a common, machine-readable format (e.g. JSON, CSV, HTML). The export period is 30 days after contract end. Rome Holding deletes Client data within a further 30 days after delivery.

(5) Rome Holding is entitled to reference the project in its own portfolio, provided the Client has expressly consented in writing.

(6) Background IP: Rome Holding reserves all rights to frameworks, templates, components, libraries, tools, and other general know-how that Rome Holding has developed or will develop independently of any client project ("Background IP"). The Client receives a usage right to Background IP only to the extent necessary for the intended use of the project results.

(7) Third-party components and open-source software: Project results may include third-party components. These are subject to their respective third-party licence terms, which Rome Holding will communicate to the Client upon request.

(8) IP Warranty: Rome Holding warrants that it holds the necessary rights. If a third party asserts justified claims regarding infringement of proprietary rights, Rome Holding is entitled and obligated, at its own discretion, to (i) modify or replace the project results, or (ii) procure the necessary usage rights. This obligation does not apply where the IP infringement is based on the Client's specifications or materials.

§ 6a Contenido Generado por IA

(1) Rome Holding may use AI-supported third-party tools (in particular large language models) to provide the agreed services. The AI providers used are listed in Annex 2 of the Data Processing Agreement.

(2) AI-generated content (in particular text drafts, structural suggestions; hereinafter "AI Drafts") is submitted to the Client for review and approval. The Client is obligated to check AI Drafts for factual accuracy, trademark and copyright compliance, and legal permissibility before publication. Rome Holding assumes no liability for damages arising from the unreviewed publication of AI Drafts.

(3) The legal position on AI-generated content is governed by § 6 para. 2. To the extent AI outputs do not enjoy copyright protection under applicable law, they are available to the Client for free use upon full payment.

(4) Rome Holding ensures that when using AI tools, no Client content or confidential information is used to train AI models, where the services used offer a corresponding opt-out option.

(5) In the event of material changes to the terms of use of AI third-party providers that affect the confidentiality of Client data or the ownership logic pursuant to para. 3, Rome Holding will inform the Client. Both parties undertake to agree on an adapted solution by mutual consent. If agreement is not possible, both parties have a special right of termination.

(6) Rome Holding processes Client data in the context of AI use exclusively within the purposes and instructions agreed in the Data Processing Agreement.

§ 7 Confidencialidad

(1) Both parties undertake to treat all confidential information received in the course of the cooperation strictly confidential and not to disclose it to third parties.

(2) This obligation does not apply to information that:

a) was already publicly known at the time of disclosure,

b) was already known to the recipient before the contract was concluded,

c) was developed by the recipient independently and without using confidential information, or

d) must be disclosed due to statutory obligation or official order.

(3) The confidentiality obligation applies for the duration of the contractual relationship and for 3 years after its termination.

(4) Sub-contractors of Rome Holding who have access to the Client's confidential information will be bound accordingly.

§ 8 Garantía y Derechos por Defectos

(1) Rome Holding provides its services with the diligence of a prudent businessperson and in accordance with the state of the art at the time of service delivery.

(2) The Client must report defects in writing without undue delay upon discovery, but no later than 90 days after acceptance / approval, with a comprehensible description. For defects that were not detectable during reasonable inspection within this period (hidden defects), the period begins upon their discovery.

(3) In the case of justified defect reports, Rome Holding has the right to remedy the defect (correction or re-performance) within a reasonable period. If remedy fails twice, the Client may request a price reduction.

(4) No defect exists in the case of deviations based on incorrect or incomplete Client specifications, or in the case of damage caused by the Client's own changes in the portal.

§ 9 Responsabilidad

(1) Rome Holding is liable without limitation for damages arising from injury to life, body, or health, and for damages based on wilful intent or gross negligence.

(2) In cases of slight negligence, Rome Holding is only liable for breach of a material contractual obligation (cardinal obligation) and only up to the typically foreseeable damage, but not exceeding the net order value agreed in the respective order confirmation. For ongoing obligations, liability is limited to 12 times the monthly amount.

(2a) The above liability limitation does not apply where mandatory statutory provisions require greater liability, in particular the liability provisions of Art. 82 and 83 GDPR.

(3) Any liability for indirect damages, lost profits, data loss, and consequential damages is — to the extent permitted by law — excluded.

(4) Rome Holding is not liable for:

a) errors or failures in third-party infrastructure (hosting providers, DNS providers, etc.)

b) search engine rankings or conversion results (not warranted characteristics)

c) damages arising from incorrect specifications or materials provided by the Client

d) damages caused by the Client's own changes in the portal

(5) The Client is obligated to minimise damages and to inform Rome Holding without delay of imminent or actual damages.

PARTE B: CONSULTORÍA Y INTEGRACIÓN DE SITIOS WEB (Servicios del Proyecto)

§ 10 Servicios del Proyecto

(1) Part B applies to one-off project services such as website consulting, conception, design, development, and onboarding ("Project Services"). The scope of services is set out in the respective Project Order Confirmation (POC).

(2) The project follows the phase plan defined in the POC. Each phase concludes with a review point. The feedback period agreed in the POC applies (standard: 5 working days).

(3) Services not included in the project scope (e.g. photography, video, custom illustrations, editorial work beyond AI drafts) are commissioned separately and invoiced at the agreed hourly rate.

§ 11 Aceptación

(1) Acceptance of the project service occurs through the Client's written approval (launch approval) or through productive use of the website.

(2) If the Client refuses acceptance, they must specify the defects in writing. Minor defects do not entitle the Client to refuse acceptance.

§ 12 Terminación de los Servicios del Proyecto

(1) One-off project services end upon contractual completion and acceptance.

(2) In the event of termination or discontinuation by the Client, all services rendered up to that point will be invoiced at the agreed hourly rate or proportionally to the flat fee.

(3) If Rome Holding discontinues an ongoing project without good cause, Rome Holding will refund the Client the proportional amount for services not yet rendered within 14 days.

PARTE C: OPERACIÓN DE LA PLATAFORMA (Obligación Continua)

§ 13 Disponibilidad de la Plataforma y Niveles de Servicio

(1) Rome Holding aims for platform availability (Admin Portal, CMS, website hosting) of 99% on a monthly average. Excluded from this are:

a) Announced maintenance windows (at least 24 hours advance notice by email, preferably 22:00–06:00 CET)

b) Outages at third-party providers (hosting infrastructure, DNS, etc.) over which Rome Holding has no control

c) Outages due to force majeure

(2) Rome Holding will inform the Client without delay of unplanned outages lasting more than 2 hours.

(3) For outages attributable to Rome Holding that fall below the agreed availability, Rome Holding will grant the Client a proportional credit of the monthly fee upon request.

§ 14 Uso del Portal por el Cliente

(1) Within the scope of active platform operation, the Client receives access to the Admin Portal / CMS. This access is personal and non-transferable. The Client may grant access to authorised employees but is responsible for their actions.

(2) Access credentials are to be kept confidential. Rome Holding must be informed immediately if misuse is suspected.

(3) Damage to the website or platform caused by the Client's own changes in the portal will be remedied by Rome Holding upon request at the agreed hourly rate.

(4) The Client ensures that all content published via the portal does not infringe third-party rights, does not violate applicable law, and does not contain harmful content. The Client indemnifies Rome Holding from all third-party claims.

(4a) The Client grants Rome Holding a non-exclusive, royalty-free licence to the Client content uploaded by them, to the extent necessary for the provision of services. The licence expires upon termination of the contract.

(5) Rome Holding reserves the right to temporarily block portal access in the event of security incidents or violations of these terms. In the event of default, blocking occurs no earlier than after written notice with a 7-working-day grace period.

(6) The portal is available exclusively for managing the Client's own website content. Reverse engineering, scraping, and commercial subletting are prohibited.

§ 15 Término y Terminación de la Operación de la Plataforma

(1) Ongoing obligations (monthly platform operation) may be terminated ordinarily by either party with 30 days' notice to the end of the month.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular where:

a) the Client is in default with two monthly payments,

b) the Client repeatedly violates the portal terms of use,

c) insolvency proceedings are opened over the assets of either party or rejected for lack of assets.

(3) After termination of platform operation, Rome Holding provides the Client with a complete data export (§ 6 para. 4). Portal access is deactivated upon the effective date of termination.

PARTE D: DISPOSICIONES FINALES

§ 16 Protección de Datos

(1) To the extent that Rome Holding processes personal data on behalf of the Client in the course of service delivery, the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

(1a) To the extent that mandatory provisions of German law, in particular §§ 305–310 BGB (GTC law), are applicable to the contractual relationship, these take precedence over the provisions of these GTC.

(2) The DPA is part of the overall contract and must be signed before the commencement of service delivery.

(3) Rome Holding processes contact-related Client data (name, email, address) exclusively for contract performance purposes pursuant to Art. 6(1)(b) GDPR.

(4) The Client, as data controller under the GDPR, is solely responsible for ensuring that the technologies used on their website comply with data protection requirements. Rome Holding supports the Client in this regard within the agreed scope of services.

§ 17 Ley Aplicable y Jurisdicción

(1) All legal relationships between Rome Holding and the Client are governed by the laws of the State of Texas, USA, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law provisions.

(1a) To the extent that mandatory provisions of German law, in particular §§ 305–310 BGB (GTC law), are applicable to the contractual relationship, these take precedence over the provisions of these GTC. The parties agree that the choice of Texas law does not exclude the application of mandatory protective provisions in favour of the Client.

(2) Exclusive place of jurisdiction for all disputes is Austin, Travis County, Texas, USA, provided the Client is a merchant. Deviating jurisdiction clauses may be agreed in the respective order confirmation.

(3) Before initiating legal proceedings, the parties undertake to seek an amicable resolution through a structured mediation process (deadline: 30 days after written request).

(4) The right of either party to seek interim relief before any competent court remains unaffected.

§ 18 Cláusulas Finales

(1) Should individual provisions of these GTC be wholly or partially invalid, the validity of the remaining provisions shall not be affected (severability clause). The parties undertake to replace the invalid provision with a valid one that comes closest to the intended economic purpose.

(2) Amendments and supplements to these GTC require written form.

(3) Rome Holding is entitled to amend these GTC with 6 weeks' notice. The Client will be notified by email. If the Client does not object within 4 weeks, the amended GTC are deemed accepted.

(4) The current version of these GTC is available at: romehldg.com/terms-of-service#agb