General Terms of Use and Conditions applicable to ecosagile.com and store.ecosagile.com — Version 2.1 of 2026/07/01
This English version is intended for international business Customers. Unless otherwise expressly agreed in the applicable Order, Offer or Contract, these General Terms are governed by Italian law and are subject to the jurisdiction provisions set out below.
1. Definitions
1.1 Services: means any service performed by SoftAgile for the Customer, including, by way of example, the provision of the Products in Cloud/SaaS mode, maintenance and technical support for the Product.
1.2 Products: means the Supplier's Software products or the products distributed by the Supplier, at software level, as well as the documentation that the Supplier makes available to the Customer together with the Products.
1.3 Goods: means the Supplier's Hardware products and the devices and equipment distributed by the Supplier on which the Software is installed.
1.4 Customer: means the end purchaser or licensee who: (i) has purchased Products and/or Services for internal business use and not for resale, marketing or distribution; and (ii) is identified as the purchaser or licensee. The Customer acts exclusively in the exercise of its business, commercial, craft or professional activity (B2B relationship); purchases on the Store are not intended for consumers under applicable consumer protection laws.
1.5 Company: means the company to which the Customer belongs.
1.6 Software: means a version executable on computers or other devices (e.g. tablets, phones, etc.) of programs / apps developed or marketed by SoftAgile and the related documentation.
1.7 Parties: means the Customer and the Supplier jointly.
1.8 SoftAgile (or the Supplier): SoftAgile Srl, with registered office in Via G. Pezzotti, 2 – 20141 Milan (MI), Italy – e-mail: info@ecosagile.com – certified e-mail (PEC): softagile@pec.collabra.it – Tax Code and VAT No. 13425590158 – REA No. MI-1651334.
1.9 Store: means the Supplier's e-commerce channel available at store.ecosagile.com, through which subscriptions to Products and Services may be purchased.
1.10 Applicant: means the party requesting the activation of a Trial/Freemium version of the Products, before any paid Service is subscribed.
1.11 Subscription: means the continuing contract for the use of the Products and Services on a subscription basis, activated through the Store.
2. Commercial Terms and Payments
2.1 Upon receipt of the activation request from the Applicant, SoftAgile may make available, on a temporary and free basis, a Trial version of the Products (Freemium); with regard to Trial products and services, the Supplier assumes no obligation concerning the Services provided, the quality of the Products, or the retention and backup of data towards the Applicant. Upon activation of a paid Service, the Supplier shall provide the Customer with the service terms applicable to the specific Product purchased. The Trial version shall not automatically convert into a paid Subscription without an express request by the Customer.
2.2 Default interest. The payment terms indicated in the order and in the other contractual documents are binding. In the event of late payment, the Customer shall pay default interest at the rate provided by applicable law, without prejudice to SoftAgile's other rights and remedies.
2.3 Conditional discounts on one-off costs. Any discounts, free-of-charge items or reductions indicated in the Offer or in the order summary on activation, set-up, configuration, integration, initial training or other one-off services are granted by SoftAgile in consideration of the overall economic balance of the Contract, including duration, renewals, fees and contractual volumes. Such discounts accrue pro rata over a minimum commercial period of 24 months from the effective date of the Contract, unless a different period is expressly indicated in the Offer or in the order summary. In the event of termination, non-renewal or cessation of the Contract at the initiative of, or due to a fact attributable to, the Customer before completion of the applicable minimum commercial period, SoftAgile shall be entitled to a pro rata adjustment of the one-off discounts not yet accrued. The adjustment shall be calculated on the difference between the list price and the net price applied, in proportion to the remaining period compared to the applicable minimum commercial period, unless a different amount is expressly provided in the Offer or in the order summary.
2.4 The prices published on the Store are expressed in Euro and are net of VAT, sales taxes, withholding taxes, customs duties, import charges, bank charges and any other applicable taxes or charges, unless otherwise expressly stated. The plan, fee, billing frequency and any ancillary services are those indicated in the order summary.
2.5 Fees are paid by recurring charge on a corporate payment card, processed through a third-party payment service provider compliant with PCI-DSS and applicable payment services rules, covering the cloud service, the applications and data backup. SoftAgile does not receive or store the full payment card details. The Customer authorises recurring charges for the entire duration of the Subscription and undertakes to keep the payment instrument valid and funded, updating it in case of expiry or replacement.
2.6 If a charge is unsuccessful, SoftAgile shall notify the Customer by e-mail and retry the charge; if payment is not successful within 15 days from the first attempt, SoftAgile may suspend the provision of the Services after a further notice, without prejudice to the Customer's obligation to pay the accrued fees. Reactivation shall take place after regularisation of the payments.
3. General terms and conditions
3.1 Express termination clause: in the case of purchase of paid Products and Services, the Supplier may terminate the Contract with immediate effect if the Customer's financial condition becomes such as to endanger payment of the consideration (e.g. protests, enforcement proceedings, insolvency indicators, etc.), if the Customer fails to comply with the agreed payment terms, or if the Customer breaches the provisions on intellectual property under art. 5. In the event of termination, the Customer shall pay all activities performed and all costs incurred by the Supplier up to that time, as well as a penalty equal to the amount of the services still to be performed until the expiry of the current contractual period, without prejudice to compensation for any greater damage.
With regard to Freemium services, the Supplier may at any time, at its sole discretion, modify the scope and terms of provision of such services, including their interruption. In the event of prolonged non-use for more than 1 month of a Freemium service, the Supplier may discontinue the service without notice and without retaining any registered data.
3.2 Effect of termination: upon termination, the Customer's rights to use the Products or Services shall immediately cease, without prejudice to art. 6.4 on data export. In the event of late payment, SoftAgile may suspend the provision of the Services pursuant to art. 2.6, including maintenance services and/or Services provided in Cloud and/or SaaS mode, without this constituting a breach by the Supplier. Both Parties shall be entitled to set off any credits accrued in relation to this Contract against credits of any other nature owed by the counterparty, to the extent permitted by applicable law.
3.3 Confidentiality and publicity: where a Party receives information from the other Party marked as Confidential, it undertakes to protect such information with the same degree of care used to protect its own confidential information, and in any event with no less than reasonable care and as required by applicable law, and not to disclose it to third parties without the prior written consent of the other Party. The Customer shall not at any time take, or cause others to take, any action, publication or communication, through any means, that may prejudice the reputation of the Supplier.
3.4 Warranty disclaimers: SoftAgile warrants that the Products conform to the documentation delivered and gives no other warranty or assurance concerning the characteristics of the Software products. SoftAgile gives no assurance or warranty as to the usefulness or effectiveness of the software products, it being understood that their success depends on a large number of factors outside the Supplier's control, including, by way of example, the application infrastructure, customisations carried out, the quality of the data and of the configurations/rules set, integrations with other software, data loaded or converted, training of end users and various other elements not strictly related to the standard software product provided to the Customer. Consequently, SoftAgile gives no warranties other than those provided in this Contract and shall not be liable for indirect losses or damages, including, by way of example, loss of business, loss of use, business interruption, commercial prejudice, loss of goodwill or reputation, loss of customers, loss of orders, commercial disruption, loss of profits, prejudice to brand image, loss of data and/or files arising from the provision or use of the Software products, suffered by the Customer, the Customer's end users and/or third parties. Except in cases of wilful misconduct or gross negligence and in cases where a limitation is not permitted by mandatory law, SoftAgile's liability for any damage arising from the performance of the Contract shall in any event be limited to an amount not exceeding 20% of the consideration paid by the Customer in the 12 months preceding the harmful event, limited to the paid Products and Services purchased.
3.5 Conditions unilaterally expressed by the Customer: any conditions proposed unilaterally by the Customer are expressly declared ineffective, even if contained in forms or standard documents, including purchase orders, or in written communications exchanged between the Parties even after these General Terms, unless they are specifically negotiated and fully approved in writing by the Supplier.
3.6 Other remedies: all the remedies of SoftAgile specified in this Contract are additional and shall in no event limit any other right or remedy available, which SoftAgile expressly reserves.
3.7 Amendments to the General Terms: SoftAgile may update these General Terms, including for regulatory adjustments or service developments, by giving notice to the Customer by e-mail or through the Store at least 30 days in advance. The changes shall apply from the next renewal following the notice. Where the changes are materially detrimental to the Customer, the Customer may terminate the Subscription with effect from the effective date of the changes by giving written notice before that date; failing this, the changes shall be deemed accepted.
4. Duration, renewals and technical transition period
4.1 This Contract shall have the duration indicated in the Offer or in the order summary; in the absence of a different indication, it shall have a duration of 1 year from execution or activation. The Contract shall automatically renew for periods of equal duration, unless either Party gives notice of non-renewal to the other Party, by certified e-mail (PEC), registered letter, international courier with proof of delivery or other written method accepted by SoftAgile, with at least 60 days' notice before the expiry of the current period. Upon cessation of the Contract, the Parties agree in advance on a technical transition period of 30 days following the termination date, with continuity of the service and advance payment of the proportional fee. This period is aimed at the orderly management of cessation, including data export, portability, migration, retrieval or deletion. The contractual costs are adjusted automatically, without any further notice, at the beginning of each year within the limits of the applicable inflation index or, where Italian law applies, the ISTAT index. Any additional professional activities requested by the Customer shall be billed separately according to the applicable contractual rates.
4.2 The Customer's right to request data export and migration assistance under art. 6.4 remains unaffected, under the conditions set out therein and without prejudice to art. 2.3.
4.3 For Freemium services, the Supplier assumes no obligation of provision or continuity towards the Applicant.
5. Rights and Intellectual Property
5.1 Copyright. Unauthorised use, copying, modification, distribution or duplication or any other improper use of the Product is prohibited. The Customer acquires exclusively a non-exclusive, non-transferable right to use the Products, limited to the duration of the Contract and within the limits of the plan purchased. The tools used in the course of additional services are to be understood as the property of, and for the exclusive use of, SoftAgile.
5.2 Innovative concepts and techniques developed, including in the performance of the contract, are the exclusive property of SoftAgile. The data uploaded or generated by the Customer in the use of the Products remain the property of the Customer.
5.3 The Customer undertakes not to remove, modify or destroy, in part or in full, parts of the EcosAgile Product or any form of copyright notice, trademark or logo.
5.4 The Customer also undertakes to inform SoftAgile immediately of any infringements or other improper actions in relation to such trademarks, patents or copyrights of which it becomes aware.
5.5 The Customer undertakes not to reproduce, in part or in full, with the same or different technology, any part of the Software and/or not to modify any element thereof, not to translate, decode or disassemble and/or copy the Software or any of its elements, including graphic, design or process elements. It is in any event expressly prohibited, by way of example: (i) to use automated systems, bots, crawlers, scrapers or artificial intelligence tools to access the Software or to extract data, content, structures, schemes, operating or process logic from it; (ii) to use the Software, the documentation, the interfaces or the related outputs to train, optimise or feed artificial intelligence or machine learning models, or to develop, directly or through third parties, competing or derivative products or services; (iii) to reproduce or emulate, with any technology including AI-assisted generation, interfaces, designs, flows, rules or process elements of the Software; (iv) to disclose to third parties benchmarks, comparative tests or performance analyses of the Software without the prior written consent of SoftAgile. Mandatory rights that cannot be waived under applicable law remain unaffected; for interoperability purposes, the Customer undertakes to first request the necessary information from SoftAgile in writing, which SoftAgile shall make available within the limits of the law. Breach of this article constitutes material breach and entitles SoftAgile to terminate pursuant to art. 3.1, without prejudice to compensation for damage.
5.6 The Customer also undertakes not to disclose, without prior written authorisation, information relating to SoftAgile services and products, their characteristics and the more favourable economic conditions applied to the Customer.
6. Characteristics of the Cloud service
6.1 The Cloud service has the following characteristics: the Data Center is located in Italy at BT Italia S.p.A., "Business Factory" site, Via Darwin 85, 20019 Settimo Milanese (MI); the Data Center may be changed during the service while maintaining an infrastructure of equal or higher characteristics and the location of the data within the European Economic Area.
6.2 The Cloud fee, for paid Products and Services, includes disk space availability limited to 5 GB; any additional volumes entail a fee increase of EUR 10.00/month per 5 GB managed, unless otherwise indicated in the plan subscribed on the Store or in the Offer.
6.3 SLA, for paid Products and Services: 99% uptime over the 7:00 - 22:00 (CET/CEST) operating window, excluding half a day per month for any updates; interruption for updates shall not exceed 4 hours. During the night the system remains operational but with usage limitations, as that window is reserved for backups, periodic batch processes and management procedures in general, which entail partial / momentary discontinuity of the services.
6.4 Data export and migration assistance. Upon the Customer's request, SoftAgile shall provide reasonable assistance with data export and migration within the technical transition period under art. 4.1, unless a technical extension is required due to objective technical constraints or mandatory applicable law. The Customer is entitled to obtain the export of its data in a structured and commonly used format, within the limits of the technical possibilities of the service and subject to the economic conditions permitted by the Contract and by mandatory applicable law, without prejudice to the fees accrued for the services used and to art. 2.3 on conditional discounts on one-off costs. Once the post-contractual retention periods under art. 8.2 have elapsed, the data shall be deleted.
6.5 Support: the technical support (help desk) channels, hours and costs are indicated in the Product documentation, on the Store, in the Offer or in the subscribed plan.
6.6 Artificial Intelligence features. Certain features of the Products, by way of example AI matching in Recruiting, conversational assistant, document summarisation and support for Talent/Performance assessments, may integrate artificial intelligence components serving exclusively as operational support. The related outputs are of a suggestive nature and do not constitute automated decisions: every assessment and final decision remains with the Customer, who shall ensure adequate human oversight and use the AI features in compliance with the Product documentation and with the laws applicable in the countries where the Customer operates or where the relevant employees, candidates or other data subjects are located. SoftAgile shall not be liable for decisions taken by the Customer on the basis of such outputs, nor for the use of the AI features in a manner inconsistent with the documentation. SoftAgile makes available to Customers, upon request and where applicable, the technical, privacy and accountability documentation relating to the AI features.
7. Miscellaneous
7.1 Applicable law and jurisdiction. The validity, interpretation, performance and termination of this Contract are governed by Italian law, excluding conflict-of-law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980 - CISG) is expressly excluded. Any dispute, none excluded, arising from or in connection with the contract entered into by SoftAgile with the Customer shall be submitted to the exclusive jurisdiction of the Court of Milan, Italy. By way of exception, SoftAgile alone shall also be entitled to bring proceedings against the Customer before the courts of the place where the Customer has its registered office or assets.
7.2 Assignment: neither this Contract nor any of the rights included therein may be assigned by the Customer without the prior express written consent of SoftAgile. Any attempted assignment in breach of the above shall be ineffective and may result in termination of the Contract.
7.3 Notices: notices relating to this contract shall be made in writing and sent by certified e-mail (PEC), registered letter with return receipt, international courier with proof of delivery or other written method accepted by SoftAgile; operational and service communications may be sent by e-mail to the addresses indicated at the time of the order.
7.4 Compliance with the law: in the performance of this Contract, the Customer undertakes to act in compliance with all laws, licences, permits and approvals required by the competent authorities. The Customer is solely responsible for verifying and ensuring that the use of the Products and of the individual modules, including by way of example time and attendance tracking, geolocated clock-ins, biometric devices, monitoring, reporting and assessment features, is lawful under the employment, data protection, AI, surveillance and other laws of each country in which its employees, candidates or other data subjects are located, and for obtaining any authorisations, notices, agreements or consents required therein. The Customer undertakes to indemnify and hold SoftAgile harmless from any third-party claim arising from the Customer's breach of applicable laws or from the unlawful use of the Products, including the uploading of data in breach of applicable legislation.
7.5 Severability: in the event that any of the conditions of this Contract becomes or is declared illegal or otherwise unenforceable by a court of competent jurisdiction, such condition shall be deemed null and void and shall be removed from the Contract, with all other conditions remaining in force. Where the value of the Contract is thereby materially prejudiced for one of the Parties, the affected Party may withdraw from the Contract upon written notice to the other Party.
7.6 Force majeure: in the event of force majeure, labour disputes, business interruptions beyond SoftAgile's control, riots, governmental measures and other unavoidable events – without prejudice to any other right of SoftAgile – SoftAgile shall be entitled to suspend performance or to withdraw in whole or in part from the supply contract where such events make performance impossible or excessively onerous.
7.7 Export control and sanctions: the Customer represents that it is not subject to restrictive measures or sanctions adopted by the European Union, the United Nations, the United States (OFAC) or other relevant authorities, and undertakes not to use the Products and Services from, or for the benefit of, countries, entities or persons subject to such measures. SoftAgile may suspend or terminate the Contract with immediate effect in the event of breach of this clause or where the provision of the Services becomes unlawful under applicable export control or sanctions rules.
8. Personal data protection
8.1 The Customer's personal data, including contact persons, contact details and billing data, are processed by SoftAgile, as data controller, for the conclusion and performance of the Contract, for legal compliance and for the management of the commercial relationship, in accordance with Regulation (EU) 2016/679 (GDPR), where applicable, and other applicable data protection laws. The full privacy notice is available on the Privacy page of the website. Data subjects may exercise their rights under applicable data protection laws by writing to info@ecosagile.com and may lodge a complaint with the competent supervisory authority.
8.2 In relation to the personal data uploaded and processed by the Customer in the Products, including by way of example personal details, employment and remuneration data, health data, attendance data including geolocated clock-ins and payment data, the Customer acts as data controller and SoftAgile as data processor, unless otherwise agreed in the applicable DPA or unless a different qualification is required by mandatory law. SoftAgile processes such data exclusively on the documented instructions of the Customer and for the provision of the Services, such as storage, processing, reporting, requested integrations, technical support, help desk and monitoring, adopting appropriate technical and organisational measures. In support of the assessments falling within the Customer's responsibility, SoftAgile makes available to Customers, upon request and where applicable, the available privacy and accountability documentation, including the DPA, the list of sub-processors and supporting documentation relating to DPIAs or product assessments. Where required by applicable data protection law, the Parties shall enter into appropriate international transfer safeguards. Upon termination of the Contract, SoftAgile shall delete the data from the Cloud service within 90 days and from the backups within the following 30 days, subject to any legal obligations and to the exercise of the data export right under art. 6.4.
8.3 The data are hosted in Data Centers located in Italy (art. 6.1) and are transmitted in encrypted form between the Cloud system and the user. Any interface files, where requested, are made accessible via encrypted protocols (SFTP) with NON-encrypted files (txt, csv, etc.) and it is the Customer's responsibility to delete such files once no longer of interest.
8.4 Each Party undertakes to process and communicate the personal data of the other Party in accordance with the purposes referred to above and in compliance with all necessary security measures.
8.5 The services performed for the Customer may be used by SoftAgile as a reference for marketing purposes, with mention of the Customer's name and logo, including where the use takes place on a free or freemium basis, unless the Customer objects, which it may do at any time by writing to info@ecosagile.com.
9. Conclusion of the contract through the Store
9.1 The information and prices published on the Store constitute an invitation to offer. The order placed by the Customer through the Store constitutes a contractual proposal; the contract shall be deemed concluded when SoftAgile sends the order confirmation by e-mail to the address indicated by the Customer or, if earlier, when the Service is activated.
9.2 To complete the purchase the Customer must: (i) select the Product/Service and the subscription plan; (ii) fill in the purchase form with company and billing data; (iii) check the order summary, with the possibility to identify and correct any input errors before submission; (iv) accept these General Terms; and (v) authorise the payment. The order confirmation summarises the conditions applied and is stored by SoftAgile; the Customer may request a copy by writing to amministrazione@softagile.com.
9.3 The contract may be concluded in Italian or English. These General Terms are made available to the Customer before conclusion of the contract and may be stored and reproduced by the Customer.
9.4 The Customer represents that the individual placing the order has the necessary powers to bind the Company. The Customer is responsible for safeguarding the access credentials and for any activity carried out through its account; any unauthorised use must be promptly reported to SoftAgile.
10. Refunds and Replacement of Goods
10.1 Immediately after delivery of the Goods, the Customer must check for any visible damage. Such damage must be reported by the Customer to SoftAgile by e-mail (amministrazione@softagile.com) no later than 48 hours after delivery.
10.2 If the Customer finds, within 60 days from the date of delivery of the Goods, a malfunction of the hardware equipment, SoftAgile shall carry out, at its own cost, a remote analysis and restoration intervention. If the intervention is unsuccessful and the equipment proves to be non-compliant with the specifications, a replacement with new equipment may be requested by sending a request by e-mail (amministrazione@softagile.com), specifying Company, Device Code and defect found. Once the request has been received, SoftAgile shall activate the verification procedure and shall send, in the event of confirmation of replacement of the Goods, an e-mail containing: replacement authorisation, replacement code, shipping label and instructions for returning the Goods to be replaced. The statutory warranty for defects under arts. 1490 et seq. of the Italian Civil Code remains unaffected within the terms of the law.
10.3 The Goods sent for replacement must be in the same condition in which they were delivered, must be packaged in the original packaging with the Warranty Seal and Device Code still intact, must not show any damage or alteration, even partial, and must not have been disassembled. If, following inspection of the Goods, a use not compliant with the product specifications is found, the Goods shall not be replaced and shall be returned to the Customer with shipping costs borne by the latter. Any customs duties, import taxes and charges relating to international shipments of returned or replaced Goods shall be borne by the Customer.
10.4 No returns are accepted for Goods that are free from manufacturing defects, without the replacement code, or without the prior inspection and confirmation of replacement by SoftAgile.
10.5 Subscription fees are non-refundable for periods already invoiced, except as otherwise provided by mandatory rules or by this Contract.
Specific approval pursuant to arts. 1341 and 1342 of the Italian Civil Code
Where required under applicable law, and in particular pursuant to arts. 1341 and 1342 of the Italian Civil Code, the Customer declares that it has read and specifically approves the following clauses: art. 2.3 (conditional discounts on one-off costs and pro rata adjustment); art. 2.6 (suspension for non-payment); art. 3.1 (express termination clause, penalty and discontinuation of Freemium services); art. 3.2 (effects of termination and suspension); art. 3.4 (warranty disclaimers and limitation of liability); art. 3.5 (ineffectiveness of the Customer's conditions); art. 3.7 (amendment of the General Terms); art. 4.1 (automatic renewal, non-renewal and technical transition period with proportional fee); art. 4.3 (no continuity obligations for Freemium services); art. 5.5 (prohibitions on extraction, AI training and reverse engineering); art. 6.4 (data export, migration assistance and applicable economic conditions); art. 6.6 (AI features and limitations of liability); art. 7.1 (applicable law, exclusive jurisdiction and asymmetric forum); art. 7.2 (prohibition of assignment); art. 7.4 (indemnity and responsibility for local law compliance); art. 7.5 (severability and consequential withdrawal); art. 7.6 (force majeure); art. 7.7 (export control and sanctions); art. 8.5 (use as a reference unless objected to); art. 10.3 and 10.4 (conditions for replacement and returns of Goods); art. 10.5 (non-refundability of fees).
Previous versions are available upon request at info@ecosagile.com.
