Terms and conditions

Courtesy English translation (non-binding). The legally binding version is the Spanish original; in the event of any discrepancy, the Spanish version prevails, in accordance with Section 26 (Language).

1. Definitions

For purposes of these Terms and Conditions, the following terms shall have the meaning indicated, without prejudice to other terms defined in the body of this document:

"Idea Italia" or the "Owner" means Idea Italia, S.A., a company incorporated under the laws of the Republic of Guatemala.

"Website" means www.ideaitaliasa.com and any subdomain, platform, module, form, portal, repository, digital tool or related service operated by Idea Italia.

"User" means any natural or legal person who (i) accesses, browses, registers on, downloads, views or uses the Website, its contents or services; or (ii) possesses, accesses, downloads, stores, installs, opens, views, uses, modifies, distributes, redistributes or makes any other use of Digital Resources owned by Idea Italia, regardless of the channel, medium or source through which the User obtained them. Acceptance of these Terms is deemed granted by the mere occurrence of any of the foregoing conduct.

"Consumer" means a User who is a natural person acting for purposes outside their commercial, business, trade or professional activity, in accordance with the applicable legislation of their jurisdiction of residence.

"B2B User" means a User acting for commercial, professional or business purposes or on behalf of a legal person, including architects, designers, builders, contractors, distributors and resellers.

"Digital Resources" means, without limitation, Revit families, Revit types, BIM libraries, 3D models, blocks, components, parameters, digital catalogs, textures, measurements, specifications, configurations, templates, CAD/BIM files, budgets, renders, default designs and any digital file whose intellectual or industrial property rights belong to Idea Italia, regardless of the medium, channel or source through which the User obtained possession, a copy or access to them (whether official distribution by Idea Italia, authorized or unauthorized third parties, public platforms, private repositories, leaks, incidental copies or otherwise).

"Furniture Families and Libraries" means the Digital Resources containing information, components, parameters, geometries or designs related to actual or potential products, modules, parts or furniture of Idea Italia.

"Derivative Works" means any design, render, drawing, model, budget, quantification, adaptation, modification, file, composition or result created wholly or partly from Idea Italia's Digital Resources.

"Personal Data" means any information relating to an identified or identifiable natural person, in accordance with the definition under the applicable data protection legislation (including the GDPR, LGPD, CCPA/CPRA, PIPEDA and other equivalent regulations).

"Material Changes" means modifications to these Terms that substantially reduce the User's rights, expand their financial obligations, modify the applicable law, the dispute resolution forum or the arbitration procedures, or substantially alter the scope of the license granted or the processing of Personal Data.

2. Acceptance and modifications

Accessing, browsing, registering on, downloading from or using the Website, the services or the Digital Resources implies express, full and binding acceptance of these Terms and Conditions. If the User does not accept these Terms, they must refrain from accessing, registering on, downloading, copying or using the Website and the Digital Resources.

Idea Italia may modify these Terms. Material Changes shall be notified at least thirty (30) calendar days in advance through the Website, e-mail or other electronic means available to registered users. The only exception to this minimum period shall apply when a Material Change must be implemented immediately due to a legal requirement or a judicial or administrative order, in which case notice shall be given as soon as legally possible. Non-material, corrective or technical changes may take effect immediately. Continued use after the effective date of the changes constitutes acceptance thereof. The version history is kept in a separate file.

3. Global scope and availability

The Website is available globally. The User is solely responsible for complying with the applicable local legislation in their jurisdiction of residence, access or use. Idea Italia does not warrant that the contents, products, services or Digital Resources are appropriate, lawful, exportable or available in all jurisdictions. A User who accesses from territories where the content, download or use is illegal does so at their own risk.

4. Eligibility and account registration

Use of the Website by persons under eighteen (18) years of age, or under the legal age of majority of their jurisdiction if higher, is prohibited. In addition, in the European Union the processing of Personal Data of minors under sixteen (16) years of age requires consent or authorization from the holder of parental responsibility or guardianship, in accordance with Article 8 of the GDPR (with a possible reduction to thirteen (13) years of age under national legislation); in the United States, Idea Italia does not knowingly collect Personal Data from children under thirteen (13) years of age in accordance with the Children's Online Privacy Protection Act (COPPA). If Idea Italia detects that it has collected Personal Data from a minor without valid consent, it will take reasonable measures to delete such data within the periods required by applicable law.

Where the Website requires registration, the User must provide lawful, truthful, accurate, complete and up-to-date information. The User is responsible for keeping their credentials confidential, for activating available security measures (including two-factor authentication where available), for all use made from their account, and for immediately notifying Idea Italia of any unauthorized access, loss, theft or compromise of username, password, token or device.

5. Operation of the Website

The Website contains corporate, commercial, technical and informational content about Idea Italia, its products and services, as well as contact forms, reference resources and specific files so that Users may view, design, budget, estimate or quantify projects, especially relating to kitchens, closets, bathrooms and other furniture or products offered by Idea Italia.

Idea Italia may at any time modify, suspend, restrict, interrupt, deactivate or cancel the presentation, functionality, availability, content, products, services, forms, downloads, files or configuration of the Website, to the maximum extent permitted by applicable law.

6. Limited license to use the Website

Subject to compliance with these Terms, Idea Italia grants the User a limited, personal, revocable (with or without cause), non-exclusive, non-transferable license without the right to sublicense, to access and use the Website solely for lawful, informational, contact, viewing, preliminary design, quotation or evaluation purposes regarding Idea Italia's products and services.

No provision of these Terms transfers to the User any ownership, title, economic right, commercial license, exploitation right, sublicense right or any interest in the Website, its code, contents, trademarks, images, designs, Digital Resources or intellectual property of Idea Italia. All rights not expressly granted are reserved to Idea Italia.

7. Families, libraries, Revit types, 3D models and BIM files

All Digital Resources made available by Idea Italia, including without limitation Revit families, Revit types, BIM libraries, 3D models, blocks, components, parameters, textures, configurations, catalogs, technical specifications, default designs and related files, are the exclusive property of Idea Italia or its licensors and are protected by copyright, industrial property, trade secrets, international treaties and other applicable regulations.

Idea Italia grants the User a personal, non-transferable, non-exclusive, revocable, limited license without the right to sublicense, to use the Furniture Families and Libraries and other Digital Resources solely for purposes of viewing, preliminary design, quantification, estimation and quotation with Idea Italia. Any use to produce, manufacture, commission the manufacture of, replicate, quote with third parties, sell, distribute, publish or economically exploit furniture, parts, modules, products, designs or Derivative Works with third parties constitutes unauthorized use and automatically terminates this license, without prejudice to the corresponding legal actions.

Use by intermediary professionals. Architects, interior designers, builders and professionals who use the Digital Resources to design projects for their own clients may do so only when the final production of the resulting furniture, modules or parts is contracted with Idea Italia. Use to quote with third-party manufacturers is expressly prohibited.

Digital Resources may incorporate watermarks, digital signatures, identifiers, metadata, traceability codes or technological protection measures. The User shall not remove, alter, conceal, deactivate or circumvent such measures.

Universal coverage regardless of origin. The restrictions, prohibitions, obligations and consequences set out in this Section 7 and in Section 8 apply to every Digital Resource owned by Idea Italia, regardless of the medium, channel or source through which the User obtained possession, a copy, access to or knowledge of it, including by way of example and without limitation: (a) direct download from the Website under a license granted by Idea Italia; (b) receipt by e-mail, messaging, physical device, cloud storage or any other means sent by Idea Italia's personnel, agents or representatives; (c) receipt from a third party, whether a client, intermediary professional, architect, designer, builder, supplier, distributor, contractor, former employee or any other; (d) download from third-party sites, public or private repositories, forums, social networks, file-sharing platforms, secondary markets or cloud storage sites; (e) incidental copy, leak, unauthorized access, theft, reverse engineering of physical or digital products, or any other means, lawful or unlawful. Obtaining or possessing Digital Resources by means other than an express license granted by Idea Italia does not create any right of use, reproduction, modification, distribution, commercialization or exploitation, and constitutes infringement of Idea Italia's intellectual and industrial property rights, as well as, where applicable, of trade secrets and unfair competition regulations.

Notification and return duty. Any person who comes into possession of Digital Resources by a means other than an express license from Idea Italia must: (i) refrain from any use, copying, installation, modification or distribution; (ii) notify Idea Italia of the fact at legal@ideaitaliasa.com as soon as reasonably possible; and (iii) delete or return the files as instructed by Idea Italia. Good faith, lack of knowledge or reliance on the legitimacy of the transmitting third party do not necessarily exclude the infringement nor prevent Idea Italia from requesting the cessation of use, withdrawal, deletion, return, preservation of evidence or the other available legal measures, especially where a reasonable examination of the files would have revealed Idea Italia's ownership (for example, the presence of watermarks, digital signatures, metadata, proprietary notices or public cataloging as Idea Italia's Digital Resources).

8. Absolute prohibition of commercialization and exploitation

The sale, resale, assignment, sublicensing, distribution, rental, lending, transfer, barter, publication, monetization, commercialization, exchange, making available, uploading to platforms, inclusion in repositories, direct or indirect economic exploitation, or any form of commercial use of the Digital Resources, Furniture Families and Libraries, Revit families, Revit types, 3D models, BIM files, digital designs, Derivative Works or any resource provided by Idea Italia is strictly prohibited, under any circumstances and for any reason.

The foregoing prohibition applies even when the User: (i) has downloaded the files directly from the Website; (ii) has received the files from Idea Italia by any other means (e-mail, messaging, commercial presentation, technical trial, cloud storage, physical device); (iii) has received the files from a third party, whether a client, intermediary professional, architect, designer, builder, supplier, distributor, contractor or any other; (iv) has accessed the files through public or private repositories, third-party platforms, social networks, forums, file-sharing sites, secondary markets or any other channel, lawful or unlawful; (v) has made modifications or created Derivative Works; (vi) has contracted Idea Italia's services or paid for a product; or (vii) has received authorized access to the Website. The User does not acquire ownership or commercialization rights over the Digital Resources or over Derivative Works under any circumstances. Good faith, lack of knowledge of the origin or reliance on the legitimacy of the transmitting third party do not necessarily exclude the infringement nor prevent Idea Italia from requesting the cessation of use, withdrawal, deletion, return, preservation of evidence or the other available legal measures, especially where a reasonable examination would have revealed Idea Italia's ownership.

9. User conduct and additional prohibitions

The User undertakes to refrain from the following conduct:

9.1 Using the Website, services or Digital Resources for illegal, deceptive, fraudulent, defamatory, abusive purposes or purposes contrary to these Terms.

9.2 Automating access, downloads, data extraction, scraping, crawling, indexing, mass copying or unauthorized interactions.

9.3 Modifying, editing, transforming, decompiling, reverse engineering, disassembling, extracting parameters, removing protections or attempting to access the source code or internal structure of Digital Resources, except with Idea Italia's written authorization.

9.4 Claiming authorship, title or ownership over Digital Resources or Derivative Works created from Idea Italia's Digital Resources.

9.5 Using the Digital Resources to manufacture, commission the manufacture of, quote, replicate, execute or produce furniture, parts, modules or projects with suppliers, manufacturers, carpenters, contractors or third parties other than Idea Italia.

9.6 Sharing credentials, accounts, private links, downloadable files or restricted access with third parties.

9.7 Breaching the security of the Website, introducing malware, interfering with its operation or attempting to access systems, accounts, databases or files without authorization.

9.8 Circumventing, deactivating or bypassing technological protection measures, geographic restrictions, license limitations, access controls or audit systems.

9.9 Accepting, storing, installing, opening, using, modifying, distributing, redistributing or exploiting in any way Digital Resources obtained from unauthorized third parties, public or private repositories, file-sharing platforms, leaks, unofficial downloads, secondary markets or any source other than an express license granted by Idea Italia, as well as failing to comply with the notification and return duty set out in Section 7 upon coming into possession of such files.

10. User Content

If the User submits, uploads, transmits or provides text, images, drawings, measurements, projects, data, comments, files or any other content to Idea Italia or the Website, they represent that they hold all rights, permissions and authorizations necessary to do so.

The User grants Idea Italia a worldwide, non-exclusive, royalty-free license, limited to the purposes of service provision, Website administration, preparation of quotations, project execution, preservation of contractual evidence, compliance with legal obligations, fraud prevention, defense of rights and improvement of products or services. No sublicensing or transfer rights are granted except to contracted suppliers who assume in writing equivalent obligations of (i) limitation of use to the same purposes, (ii) confidentiality, (iii) protection of personal data in accordance with applicable regulations, (iv) termination of processing upon cessation of the engagement and (v) prohibition of further sub-sublicensing. This license shall subsist only as long as necessary for the stated purposes and shall terminate when the User requests deletion of the content in accordance with the Privacy Policy, except for mandatory legal retention. The processing of any Personal Data contained therein is governed by the Privacy Policy and applicable data protection regulations.

11. Intellectual and industrial property

Idea Italia, on its own behalf or as licensee or assignee, owns all intellectual and industrial property rights related to the Website, its contents, trademarks, trade names, logos, color combinations, images, videos, texts, source code, structure, designs, interfaces, databases, Digital Resources, Furniture Families and Libraries, Revit families, Revit types, 3D models, BIM files, parameters, specifications, catalogs and other distinctive or creative elements.

Such rights are protected by applicable Guatemalan legislation, the Berne Convention for the Protection of Literary and Artistic Works, the TRIPS Agreement, the treaties administered by WIPO (including the WCT and WPPT), the Universal Copyright Convention, the DMCA (Digital Millennium Copyright Act, USA) where applicable, Directive (EU) 2019/790 on copyright in the Digital Single Market, and other applicable laws, treaties and international intellectual and industrial property standards.

The User may view elements of the Website and keep copies strictly necessary for personal, internal, non-commercial and authorized use, provided they do not remove proprietary notices, trademarks, metadata, digital signatures or use restrictions. Any unauthorized reproduction, distribution, publication, public communication, transformation, commercialization or exploitation is prohibited.

12. Intellectual property claims and takedown procedure

If a person believes that a work they own has been reproduced, published or used on the Website in a manner that constitutes infringement of copyright or intellectual property, they may send a notification to Idea Italia with: (i) the physical or electronic signature of the owner or authorized representative; (ii) identification of the protected work; (iii) identification and URL location of the allegedly infringing material; (iv) contact details; (v) a good-faith statement regarding the unauthorized use; and (vi) a statement under penalty of perjury as to the accuracy of the information and the authority to act.

Counter-notification. A User whose material has been removed may submit a counter-notification with: (i) identification of the removed material and its previous location; (ii) a statement under penalty of perjury that the removal was mistaken or the result of misidentification; (iii) express consent to the competent judicial jurisdiction; (iv) a physical or electronic signature and contact details. Pursuant to 17 U.S.C. § 512(g)(2)(C), Idea Italia shall restore the removed material within a period of not less than ten (10) nor more than fourteen (14) business days following receipt of the counter-notification, unless the original claimant notifies that it has filed a judicial action seeking an order to restrain the infringing activity; under equivalent regulations applicable outside the United States, the corresponding analogous periods shall apply.

Contact point for intellectual property claims: legal@ideaitaliasa.com. Idea Italia may remove, block or restrict allegedly infringing material and, where appropriate, terminate the accounts of repeat-infringing Users.

13. Privacy and data protection

The processing of Personal Data shall be governed by the Privacy Policy available at https://www.ideaitaliasa.com/privacy-policy/ and by the applicable laws of the relevant jurisdiction. To the extent applicable, Idea Italia will honor the rights recognized under Regulation (EU) 2016/679 (GDPR), the UK GDPR, the CCPA/CPRA (California), the LGPD (Brazil, Law 13.709/2018), PIPEDA (Canada), and other equivalent privacy regulations, including rights of access, rectification, erasure, objection, portability, restriction, withdrawal of consent, the right not to be subject to automated decision-making (Article 22 GDPR, developed in Section 20) and non-discrimination for exercising privacy rights.

Legal bases and retention periods. Idea Italia processes Personal Data under one or more applicable legal bases: contractual performance, consent, legal obligation, legitimate interest or compliance with pre-contractual obligations. Retention periods are detailed in the Privacy Policy and, by default, shall not exceed the time necessary to fulfill the purposes of the processing plus the retention periods required by applicable tax, commercial or evidentiary regulations.

International transfers. Where it is necessary to transfer Personal Data outside the User's jurisdiction, Idea Italia will use appropriate safeguards, including the European Commission's Standard Contractual Clauses approved by Implementing Decision (EU) 2021/914, adequacy decisions, binding corporate rules, express consent or other mechanisms recognized by applicable regulations. The User acknowledges that global use of the Website may involve the transfer, storage or processing of Personal Data in jurisdictions other than that of their residence.

Breach notification. In the event of a security breach affecting the User's Personal Data, Idea Italia will notify the competent authority and, where appropriate, the User, within the periods required by applicable legislation, not exceeding seventy-two (72) hours where the GDPR, UK GDPR or LGPD apply.

Rights of California Users. Where the CCPA/CPRA applies, California residents may exercise their privacy rights, including the right to opt out of the sale or sharing of personal information ("Do Not Sell or Share My Personal Information") where such activities occur or the law so requires, by request to privacy@ideaitaliasa.com or through the mechanism available on the Website.

Data protection contact. For inquiries regarding data protection, exercise of rights or claims, contact: dpo@ideaitaliasa.com. Where applicable law requires the formal designation of a Data Protection Officer (DPO), Idea Italia will make such designation in accordance with the corresponding requirements.

14. Cookies and tracking technologies

The Website may use cookies, pixels, identifiers, analytics and similar technologies to operate the Website, remember preferences, improve content, measure usage, prevent fraud, detect errors and offer higher-quality services. Where applicable law so requires (including the EU ePrivacy Directive), Idea Italia will request prior informed consent before installing non-essential cookies. The User may configure their browser or the Website's cookie banner to reject, delete or limit cookies, although some functions may be affected.

15. Third-party links and services

The Website may contain links, integrations, content or functionalities of third parties. Idea Italia does not control and assumes no responsibility for the sites, content, products, services, policies, availability, accuracy, legality, security or privacy practices of third parties. Access to external sites is the sole responsibility of the User.

16. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, SERVICES, CONTENT AND DIGITAL RESOURCES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OF ANY OTHER NATURE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPATIBILITY, AVAILABILITY, SECURITY, ABSENCE OF ERRORS OR ABSENCE OF MALICIOUS SOFTWARE.

Idea Italia does not warrant that the Digital Resources are error-free, compatible with all programs, software versions, platforms or workflows, or that they represent final manufacturing specifications, availability, price, inventory or technical feasibility.

The foregoing does not exclude, restrict or modify the non-waivable legal rights that Consumers may have under the mandatory legislation of their jurisdiction of residence.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEA ITALIA'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE WEBSITE, SERVICES, CONTENT, DIGITAL RESOURCES OR THESE TERMS SHALL BE THE GREATER OF THE FOLLOWING THREE AMOUNTS, OPERATING SOLELY AS THE MAXIMUM LIMIT OF IDEA ITALIA'S AGGREGATE LIABILITY AND NEVER AS A GUARANTEED MINIMUM INDEMNIFICATION: (A) ONE THOUSAND UNITED STATES DOLLARS (US$1,000.00); (B) THE AMOUNT ACTUALLY PAID BY THE USER TO IDEA ITALIA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (C) FOR CLAIMS DIRECTLY RELATED TO A SPECIFIC PHYSICAL PRODUCT PURCHASED, THE PRICE PAID FOR THAT PRODUCT.

IN NO EVENT SHALL IDEA ITALIA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, INTERRUPTION OF OPERATIONS, REPLACEMENT COSTS OR THIRD-PARTY CLAIMS, EVEN IF IT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in this clause excludes or limits Idea Italia's liability for willful misconduct, gross negligence, harm to life or physical integrity, or any other liability that cannot be excluded or limited under applicable law, including the mandatory rights of Consumers.

18. Indemnification

The User agrees to indemnify, defend and hold harmless Idea Italia, its shareholders, directors, managers, employees, agents, representatives, affiliates, suppliers, licensors and contractors from any claim, demand, loss, liability, damage, penalty, cost or expense, including reasonable attorneys' fees, arising out of or related to: (i) misuse of the Website, services or Digital Resources; (ii) breach of these Terms; (iii) infringement or misappropriation of third-party rights, including intellectual property, privacy or confidentiality; (iv) content, information or files provided by the User; or (v) unauthorized manufacture, commercialization, distribution or exploitation of Digital Resources or Derivative Works.

Procedural mechanics. Idea Italia will notify the User in writing of any covered claim as soon as reasonably possible, shall have the right to control the defense and the selection of counsel, and shall not enter into settlements that impose substantive obligations on the User without the User's prior written consent (such consent not to be unreasonably withheld). The User shall reasonably cooperate with the defense and shall reimburse the reasonable costs of such defense to the extent the claim is covered by this indemnification obligation, unless applicable law provides otherwise.

This indemnification obligation does not apply to Consumers to the extent it is contrary to mandatory consumer protection rights of their jurisdiction of residence.

19. Compliance with sanctions, export controls and anti-corruption

The User represents and warrants that: (i) they are not located, organized or resident in a country or territory subject to embargo, comprehensive sanction or applicable restriction by the United States, the European Union, the United Nations or another competent authority; (ii) they do not appear on lists of restricted parties, including the OFAC SDN List, the EU Consolidated List, the UN Security Council Sanctions List, the HM Treasury Consolidated List or other applicable lists; and (iii) they will not use the Website, services or Digital Resources for purposes prohibited by applicable export, re-export, sanctions, anti-corruption, money laundering or international trade laws.

Anti-corruption. The parties shall comply with all applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, Guatemalan anti-bribery legislation and other equivalent international regulations. The User shall not make improper payments, offers or promises to public or private officials in connection with the Website, the services or any resulting transaction.

20. Artificial intelligence and automated decisions

Some Website features may use artificial intelligence, machine learning or automated processing for design suggestions, estimates, product recommendations or customer service. Idea Italia will comply with the requirements of the European Union Artificial Intelligence Regulation (EU AI Act), as of the date on which such obligations become enforceable, and with equivalent applicable regulations.

Transparency (EU AI Act Article 50). Where the User interacts with AI systems (including chatbots, virtual assistants or content generators), Idea Italia will inform them clearly and in a timely manner of such interaction, in accordance with Article 50 of the EU AI Act.

Automated decisions (GDPR Article 22). Independently of the foregoing transparency duty, the User has the right, where applicable, to request human intervention, express their point of view and contest decisions based solely on automated processing that produce legal or significant effects on them, in accordance with Article 22 of the GDPR and equivalent provisions.

21. Termination and suspension

Idea Italia may suspend, limit or terminate the User's access to the Website, accounts, services or Digital Resources in the event of actual or suspected breach of these Terms, misuse, security risk, intellectual property infringement, legal obligation, request from a competent authority, technical unavailability or legitimate business reason, to the maximum extent permitted by applicable law.

Upon termination of the license or access, the User must immediately cease all use of the Digital Resources, delete unauthorized copies and, at Idea Italia's request, certify such deletion in writing. The clauses on intellectual property, prohibitions, indemnification, limitation of liability, privacy, dispute resolution (including arbitration and the Consumer forum), applicable law and general provisions shall survive termination, as further provided in Section 26 (Survival).

22. Force majeure

Idea Italia shall not be liable for breaches, delays, interruptions or failures caused by events beyond its reasonable control, including acts of God, force majeure, natural disasters, fires, floods, epidemics, pandemics, war, terrorism, riots, governmental acts, sanctions, failures of power, internet, suppliers, cloud services, cyberattacks, strikes, logistical disruptions or unavailability of materials.

Notification and mitigation. Idea Italia will notify the affected User as soon as reasonably possible and will adopt reasonable mitigation measures. If the force majeure event persists for more than ninety (90) consecutive days, either party may terminate the affected contractual relationship without penalty, by written notice.

23. Dispute resolution: international arbitration, consumer forums and class-action waiver

23.1 Applicable law.

These Terms are governed by the laws of the Republic of Guatemala, without giving effect to its conflict-of-laws principles. The foregoing is without prejudice to the mandatory consumer protection provisions of the Consumer's jurisdiction of habitual residence, in accordance with Regulation (EC) 593/2008 (Rome I) and equivalent international standards.

23.2 International arbitration for B2B Users.

For B2B Users, any dispute, claim or controversy arising out of or related to these Terms, the Website, services or Digital Resources shall be finally and bindingly resolved by arbitration administered under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one (1) or three (3) arbitrators appointed in accordance with those rules. The seat of arbitration shall be Miami, Florida, United States of America; the language of the arbitration shall be Spanish; and the award shall be final, binding and enforceable in accordance with the New York Convention of 1958. For disputes whose amount in controversy does not exceed two hundred fifty thousand United States dollars (US$250,000.00), the Expedited Procedure Provisions of the ICC Rules shall apply. This threshold determines solely whether the expedited arbitration procedure applies and does not limit, restrict or affect the right of either party to bring or pursue a claim for an amount exceeding US$250,000.00. Unless otherwise ordered by the arbitral tribunal or required by mandatory law, each party shall initially bear its own costs and fees, subject to the tribunal's power to reallocate costs in the final award in accordance with the principle that costs follow the event or with equity.

23.3 Consumer forum.

For Users who qualify as Consumers under the law of their residence, the ICC arbitration procedure described in Section 23.2 is optional. The Consumer may elect, at their sole discretion, to (i) submit the dispute to the indicated ICC arbitration, or (ii) sue before the competent courts of their jurisdiction of habitual residence, in accordance with the mandatory rights recognized by their local legislation. Idea Italia may sue the Consumer only before the courts of the Consumer's habitual residence, and in no case may it compel the Consumer to submit to ICC arbitration without their express consent given after the dispute has arisen.

23.4 Interim measures.

Notwithstanding the foregoing, Idea Italia may seek interim measures, urgent measures, cease-and-desist orders, intellectual property protection, preservation of evidence, enforcement of an award, judgment or security, or equivalent measures before competent courts in any jurisdiction where the User resides, operates, has assets, has committed the infringement or where the effects of the breach occur. Without prejudice to the foregoing, the competent state or federal courts seated in Miami, Florida, United States of America, in their capacity as the courts of the seat of arbitration, shall have jurisdiction to provide support to the arbitration, including interim or conservatory measures in aid of the arbitration, the constitution or assistance of the arbitral tribunal, and any action to set aside the award.

23.5 Class-action waiver.

To the maximum extent permitted by applicable law, the parties waive participation in class, representative, consolidated or group actions, and agree that any claim shall be brought solely on an individual basis. If this class-action waiver is unenforceable in the User's jurisdiction, only the waiver shall be unenforceable with respect to claims of a collective nature, which shall be resolved before the competent courts (the competent state or federal courts seated in Miami, Florida, United States of America for B2B Users, or the courts of the Consumer's habitual residence in the case of Consumers under Section 23.3). Individual claims shall remain subject to the arbitration of Section 23.2 (B2B Users) or to the forum chosen by the Consumer under Section 23.3, as applicable. The partial invalidity of this clause shall not affect the validity of the remainder of these Terms.

24. Payments, quotations, products, right of withdrawal and commercial warranties

Unless Idea Italia publishes specific conditions in writing, the information on the Website, the Digital Resources, preliminary budgets, renders, measurements, quantifications or estimates do not constitute a binding offer, final price, guaranteed availability, final manufacturing specification or delivery commitment. Sales, manufacturing, installations, payments, returns, exchanges, commercial warranties and after-sales services shall be governed by the quotations, contracts, invoices, purchase orders, commercial policies or specific documents accepted by Idea Italia and the client.

Right of withdrawal of EU/UK Consumers. Consumers resident in the European Union may exercise the right of withdrawal within the fourteen (14) days provided by Directive 2011/83/EU, and Consumers resident in the United Kingdom may exercise the equivalent rights provided by applicable UK regulations, including the Consumer Contracts Regulations 2013, except in the legally excepted cases. In particular, pursuant to Article 16(c) of that Directive, the right of withdrawal does NOT apply to goods made to the Consumer's specifications or clearly personalized, which includes most of Idea Italia's custom products (kitchens, closets, bathrooms and made-to-order furniture). This exclusion will be expressly notified before the formalization of each order.

25. Electronic notices

The User agrees to receive communications, notices, modifications, confirmations and notifications by electronic means, including e-mail, postings on the Website, the user dashboard, in-platform messages or other digital means. Electronic notices shall have contractual validity to the maximum extent permitted by applicable law.

26. General provisions

Entire agreement.

These Terms, together with the Privacy Policy, incorporated policies and specific documents accepted by the parties, constitute the entire agreement with respect to the Website and Digital Resources.

Severability.

If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in force and the affected provision shall be interpreted or modified to the extent necessary to make it enforceable.

No waiver.

Failure to exercise or delay in exercising a right shall not constitute a waiver thereof.

Assignment.

The User may not assign, transfer or delegate their rights or obligations without Idea Italia's prior written authorization. Idea Italia may assign these Terms in connection with reorganizations, sale of assets, merger, acquisition, succession, affiliates, suppliers or operational needs.

Reservation of rights.

All rights not expressly granted to the User are reserved to Idea Italia.

Beneficiaries.

These Terms do not create rights in favor of third parties, except with respect to Idea Italia's affiliates, directors, employees, agents, licensors and suppliers, who may enforce the provisions on limitation of liability, indemnification and intellectual property.

Language.

The Spanish version shall prevail over any translation, unless Idea Italia expressly indicates otherwise in writing.

Headings.

Headings are for reference only and do not affect the interpretation of these Terms.

Survival.

Provisions that by their nature must survive shall continue in force after termination, including intellectual property, prohibitions, indemnification, limitation of liability, privacy, dispute resolution (including arbitration and the Consumer forum), applicable law and general provisions.

27. Contact

For suggestions, comments, questions, reports of violations or claims related to these Terms and Conditions, the User may contact Idea Italia using the following details:

Idea Italia, S.A.
Address: 17 calle A 18-70 Zona 10, Guatemala City, Republic of Guatemala
Phone: +(502) 2213 5656
Legal / intellectual property e-mail: legal@ideaitaliasa.com
Data protection e-mail: dpo@ideaitaliasa.com
Privacy e-mail (California consumers): privacy@ideaitaliasa.com
Website: www.ideaitaliasa.com

28. Version control

Version: LG012-V2.2-27052026
Effective date: May 27, 2026
Previous document: LG012-V2.1-26052026