General Terms and Conditions
General Terms of Use and Conditions applicable to ecosagile.com and store.ecosagile.com - Version 2.0 of 12/06/2026; previous versions are available upon request at info@ecosagile.com. This English version is provided for the convenience of international Customers; in the event of any discrepancy, the Italian version shall prevail.
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 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 own business, commercial, craft or professional activity (B2B relationship); purchases on the Store are not permitted to consumers, within the meaning of the applicable consumer protection legislation (for Italy, art. 3 of Legislative Decree 206/2005).
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. IT 13425590158 - REA No. MI-1651334
1.9 Store: means the Supplier's e-commerce channel available at store.ecosagile.com, through which subscriptions to the Products and Services may be taken out.
1.10 Applicant: means the party requesting the activation of a Trial/Freemium version of the Products, prior to any subscription to a paid Service.
1.11 Subscription: means the continuing contract for the use of the Products and Services on a subscription basis, activated through the Store.
2. Conclusion of the contract through the Store
2.1 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 is deemed concluded when SoftAgile sends the order confirmation by e-mail to the address indicated by the Customer or, if earlier, upon activation of the Service.
2.2 To complete the purchase the Customer must: (i) select the Product/Service and the subscription plan; (ii) fill in the purchase form with the company and billing data; (iii) review the order summary, being able to identify and correct any input errors before submission; (iv) accept these General Terms; (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.
2.3 The contract may be concluded in Italian or English. These General Terms are made available to the Customer before the conclusion of the contract and may be stored and reproduced by the Customer. In the event of any conflict between the language versions, the Italian version shall prevail.
2.4 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.
3. Commercial Terms and Payments
3.1 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 towards the Applicant as to the Services provided and/or the quality of the Products and/or the retention and backup of data. Upon activation of a paid Service, the Supplier shall guarantee to the Customer the service terms relating to the specific Product purchased. The Trial version does not automatically convert into a paid Subscription without the Customer's express request.
3.2 The prices published on the Store are expressed in Euro and are net of VAT and of any other taxes, duties or charges required by law, as the sale is reserved to business customers. For Customers established in the European Union, VAT is applied under the reverse charge mechanism where a valid VAT identification number is provided. For Customers established outside the European Union, all taxes, duties, levies or withholdings applicable in the Customer's country shall be borne by the Customer; where any withholding tax applies, the amounts due to SoftAgile shall be grossed up so that SoftAgile receives the full amount invoiced. The plan, the fees, the billing frequency and any ancillary services are those indicated in the order summary.
3.3 Fees are paid by recurring charge on a corporate payment card, processed through a third-party payment service provider compliant with PCI-DSS standards and with the applicable payment services legislation (PSD2), covering the cloud service, the applications and the data backup. SoftAgile does not hold or store the full payment card data. The Customer authorises recurring charges for the entire duration of the Subscription and undertakes to keep the payment instrument valid and sufficiently funded, updating it in the event of expiry or replacement.
3.4 If a charge is unsuccessful, SoftAgile shall notify the Customer by e-mail and retry the charge; if payment is not successfully completed within 15 days from the first attempt, SoftAgile may suspend the provision of the Services upon further notice, without prejudice to the fees accrued. Reactivation shall take place once payments have been regularised.
3.5 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 the Supplier default interest pursuant to Italian Legislative Decree 231/2002 (implementing Directive 2011/7/EU).
4. General terms and conditions
4.1 Express termination clause: in the case of purchase of Premium Products and Services, the Supplier may terminate the contract pursuant to art. 1456 of the Italian Civil Code where the Customer's financial conditions have become such as to jeopardise payment of the consideration (e.g. protests, enforcement proceedings, etc.), or the Customer fails to comply with the agreed payment terms or breaches the intellectual property provisions of art. 7. In the event of termination, the Customer shall pay for 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 end of the current contractual period, without prejudice to compensation for any further damage.
With regard to Freemium services, the Supplier may at any time, at its sole discretion, modify the scope and terms of their provision, including the possibility of discontinuing them. In the event of prolonged non-use (1 month) of a Freemium service, the Supplier may discontinue it without notice and without retention of any recorded data.
4.2 Effect of termination: upon termination, the Customer's rights to use the Products or Services shall lapse immediately, without prejudice to the provisions of art. 6.4 on the return of data. In the event of late payment, SoftAgile may suspend the provision of the Services in accordance with art. 3.4, including maintenance services and/or services provided in Cloud and/or SaaS mode, without this constituting a breach by the Supplier. Both Parties are entitled to set off any receivables accrued in connection with this Contract against receivables of a different nature owed to the other Party.
4.3 Confidentiality and publicity: where a Party receives information from the other Party marked as Confidential, it undertakes to protect such information with the same level of care used to protect its own confidential information, and in any case with no less than a reasonable level of care and as required by law, and not to disclose it to third parties without the prior written consent of the other Party. At no time may the Customer take, or cause others to take, any action, publication or communication, by any means, that may damage the reputation of the Supplier.
4.4 Warranty disclaimers: SoftAgile warrants that the Products conform to the documentation delivered and grants no other warranty or assurance as to the characteristics of the Software products. SoftAgile provides 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 beyond the Supplier's control, such as, by way of example, the application infrastructure, the customisations made, the quality of the data and of the configurations/rules set, the integrations with other software, the data uploaded, the training of end users and various other elements not strictly related to the standard software product supplied to the Customer. Consequently, SoftAgile grants no warranty other than those provided for in this contract and shall in no case be liable for indirect losses or damages such as, 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 disturbance, loss of profits, damage to brand image, loss of data and/or files arising from the supply or use of the Software products, suffered by the Customer and/or the end user and/or third parties. Except in cases of wilful misconduct or gross negligence and in cases where the limitation is not permitted by mandatory provisions of law, SoftAgile's liability for any damage arising from the performance of the contract is in any case 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 Premium Products and Services purchased).
4.5 Conditions unilaterally expressed by the Customer: any conditions proposed unilaterally by the Customer, even if contained in forms or templates, including orders, or in written communications exchanged between the Parties even after these General Terms, are expressly declared ineffective, unless specifically negotiated and fully approved in writing by the Supplier.
4.6 Other remedies: all the remedies of SoftAgile specified in this Contract are additional and shall in no case limit any other right or remedy available, which SoftAgile expressly reserves.
4.7 Amendments to the General Terms: SoftAgile may update these General Terms, including for regulatory compliance or service evolution, by notifying the Customer by e-mail or through the Store with at least 30 days' notice. The amendments shall apply from the renewal following the notice. Where the amendments are substantially detrimental, the Customer may withdraw from the Subscription with effect from the date on which the amendments take effect, by giving written notice before that date; failing which, the amendments shall be deemed accepted.
5. Duration, Renewals and Withdrawal
5.1 The Subscription has the duration indicated in the order summary (as a rule, annual) and is subject to automatic renewal for periods of equal duration, unless either Party gives notice of non-renewal, by certified e-mail (PEC), registered letter or international courier with proof of delivery, at least six months before the expiry of the current period.
5.2 Fees are adjusted automatically, without any further notice, at the beginning of each calendar year within the limits of the Italian ISTAT revaluation index (FOI index); the adjustment is shown in the renewal invoice. Any adjustments exceeding the ISTAT index shall be notified to the Customer with at least 60 days' notice and, if not accepted, the Customer may withdraw with effect from the date of application of the new price.
5.3 For Freemium services, the Supplier assumes no obligation of provision or continuity towards the Applicant.
5.4 For Customers established in the European Union, the Customer's right under art. 6.4 (switching to another provider pursuant to Regulation (EU) 2023/2854 – Data Act) remains unaffected, under the conditions set out therein and without prejudice to art. 5.5. For Customers established outside the European Union, to whom the Data Act does not apply, the notice period under art. 5.1 applies in full.
5.5 Recovery of activation costs. The Customer acknowledges that the fees and promotional conditions applied on the Store are determined in consideration of a minimum duration of the relationship, against which the costs of activation, configuration and start-up of the service (whose list value is indicated in the order summary) are not charged or are charged at a discounted amount. If the relationship ceases due to non-renewal, withdrawal or switching to another provider at the Customer's initiative before 24 months have elapsed from activation, or with a notice period shorter than that provided for in art. 5.1, the Customer shall pay SoftAgile the list value of the activation costs not charged, reduced by 1/24 for each full month of service used. This amount constitutes recovery of costs actually incurred by SoftAgile and discounted at the time of subscription, and not a charge for, or an obstacle to, switching to another provider.
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), classified Tier IV and certified ISO 9001, ISO/IEC 27001 and ISO 14001; 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 Premium 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.
6.3 SLA (for Premium 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 Switching to another provider and data export (Regulation (EU) 2023/2854 – Data Act, applicable to Customers established in the European Union). The Customer may request switching to a different provider of equivalent services or to its own infrastructure with 2 months' written notice. Following the request, SoftAgile shall provide reasonable assistance with the migration process, which shall be completed within 30 calendar days from the expiry of the notice period, save for technical extension in the cases provided for by the Regulation. The Customer is entitled to obtain the export of its exportable data in a structured, commonly used format, within the limits and at the economic conditions permitted by the Regulation, without prejudice to the fees accrued for the services used and to art. 5.5 on the recovery of activation costs. Once the terms set out in art. 9.2 on post-contractual retention have elapsed, the data shall be deleted.
6.5 Support: the technical support (help desk) channels and hours are indicated in the Product documentation and/or on the Store for each plan.
6.6 Artificial Intelligence features. Certain features of the Products (by way of example: AI matching in Recruiting, conversational assistant, document summarisation, support for Talent/Performance assessments) 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 the fulfilment of the obligations imposed on it, as user (deployer), by Regulation (EU) 2024/1689 (AI Act), where applicable, and by the applicable employment legislation. 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. The accountability documentation (general product DPIA and specific DPIA on the AI components) is available to Customers upon request.
7. Rights and Intellectual Property
7.1 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 Subscription 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.
7.2 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.
7.3 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.
7.4 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.
7.5 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. In any case, it is 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. The mandatory provisions of arts. 64-ter and 64-quater of Italian Law 633/1941 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. 4.1, without prejudice to compensation for damage.
7.6 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.
8. Miscellaneous
8.1 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.
8.2 Notices: notices relating to this contract shall be made in writing and sent by certified e-mail (PEC), registered letter with return receipt or international courier with proof of delivery; operational and service communications may be sent by e-mail to the addresses indicated at the time of the order.
8.3 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 and assessment features) is lawful under the employment, data protection and other laws of each country in which its employees or other data subjects are located, and for obtaining any authorisations, 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 the applicable legislation.
8.4 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.
8.5 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.
8.6 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.
9. Personal data protection
9.1 The Customer's personal data (contact persons, contact 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) and Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018. The full privacy notice is available on the Privacy page of the website. Data subjects may exercise the rights under arts. 15-22 GDPR by writing to info@ecosagile.com and have the right to lodge a complaint with the competent supervisory authority.
9.2 In relation to the personal data uploaded and processed by the Customer in the Products (by way of example: personal details, employment and remuneration data, health data, attendance data including geolocated clock-ins, payment data), the Customer acts as Data Controller and SoftAgile as Data Processor pursuant to art. 28 GDPR, on the basis of the data processing agreement (DPA) which forms an integral part of the contract. SoftAgile processes such data exclusively on the documented instructions of the Customer and for the provision of the Services (storage, processing, reporting, requested integrations, technical support, help desk and monitoring), adopting appropriate technical and organisational measures pursuant to art. 32 GDPR. In support of the assessments falling within the Controller's responsibility, SoftAgile makes available to Customers, upon request, its accountability documentation (general product DPIA, module-specific DPIAs and register of sub-processors). Where the Customer is established outside the European Economic Area, the Parties shall, where required, enter into the standard contractual clauses or rely on other appropriate transfer safeguards provided for by the GDPR. 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 export right under art. 6.4.
9.3 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.
9.4 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.
9.5 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.
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, a replacement code, the shipping label and the 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 absolutely 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 (arts. 4.7 and 5.2).
11. Applicable law
These General Terms are governed by Italian law and shall be interpreted in accordance with it, excluding its 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. The interpretation, performance and termination of the General Terms are subject exclusively to Italian law.
12. Jurisdiction
Any dispute arising in connection with the interpretation, performance or termination of these General Terms shall be subject 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.
Specific approval 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. 3.4 (suspension for non-payment); art. 4.1 (express termination clause, penalty and discontinuation of Freemium services); art. 4.2 (effects of termination and suspension); art. 4.4 (warranty disclaimers and limitation of liability); art. 4.5 (ineffectiveness of the Customer's conditions); art. 4.7 (unilateral amendment of the terms); art. 5.1 (automatic renewal and non-renewal with six months' notice); art. 5.2 (automatic fee adjustment); art. 5.5 (recovery of activation costs); art. 6.6 (limitations of liability for AI features); art. 7.5 (prohibitions on extraction, AI training and reverse engineering); art. 8.1 (prohibition of assignment); art. 8.3 (indemnity and responsibility for local law compliance); art. 8.5 (force majeure); art. 8.6 (export control and sanctions); art. 9.5 (use as a reference unless objected to); art. 10.5 (non-refundability of fees); art. 12 (exclusive jurisdiction and asymmetric forum).
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 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 own business, commercial, craft or professional activity (B2B relationship); purchases on the Store are not permitted to consumers, within the meaning of the applicable consumer protection legislation (for Italy, art. 3 of Legislative Decree 206/2005).
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. IT 13425590158 - REA No. MI-1651334
1.9 Store: means the Supplier's e-commerce channel available at store.ecosagile.com, through which subscriptions to the Products and Services may be taken out.
1.10 Applicant: means the party requesting the activation of a Trial/Freemium version of the Products, prior to any subscription to a paid Service.
1.11 Subscription: means the continuing contract for the use of the Products and Services on a subscription basis, activated through the Store.
2. Conclusion of the contract through the Store
2.1 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 is deemed concluded when SoftAgile sends the order confirmation by e-mail to the address indicated by the Customer or, if earlier, upon activation of the Service.
2.2 To complete the purchase the Customer must: (i) select the Product/Service and the subscription plan; (ii) fill in the purchase form with the company and billing data; (iii) review the order summary, being able to identify and correct any input errors before submission; (iv) accept these General Terms; (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.
2.3 The contract may be concluded in Italian or English. These General Terms are made available to the Customer before the conclusion of the contract and may be stored and reproduced by the Customer. In the event of any conflict between the language versions, the Italian version shall prevail.
2.4 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.
3. Commercial Terms and Payments
3.1 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 towards the Applicant as to the Services provided and/or the quality of the Products and/or the retention and backup of data. Upon activation of a paid Service, the Supplier shall guarantee to the Customer the service terms relating to the specific Product purchased. The Trial version does not automatically convert into a paid Subscription without the Customer's express request.
3.2 The prices published on the Store are expressed in Euro and are net of VAT and of any other taxes, duties or charges required by law, as the sale is reserved to business customers. For Customers established in the European Union, VAT is applied under the reverse charge mechanism where a valid VAT identification number is provided. For Customers established outside the European Union, all taxes, duties, levies or withholdings applicable in the Customer's country shall be borne by the Customer; where any withholding tax applies, the amounts due to SoftAgile shall be grossed up so that SoftAgile receives the full amount invoiced. The plan, the fees, the billing frequency and any ancillary services are those indicated in the order summary.
3.3 Fees are paid by recurring charge on a corporate payment card, processed through a third-party payment service provider compliant with PCI-DSS standards and with the applicable payment services legislation (PSD2), covering the cloud service, the applications and the data backup. SoftAgile does not hold or store the full payment card data. The Customer authorises recurring charges for the entire duration of the Subscription and undertakes to keep the payment instrument valid and sufficiently funded, updating it in the event of expiry or replacement.
3.4 If a charge is unsuccessful, SoftAgile shall notify the Customer by e-mail and retry the charge; if payment is not successfully completed within 15 days from the first attempt, SoftAgile may suspend the provision of the Services upon further notice, without prejudice to the fees accrued. Reactivation shall take place once payments have been regularised.
3.5 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 the Supplier default interest pursuant to Italian Legislative Decree 231/2002 (implementing Directive 2011/7/EU).
4. General terms and conditions
4.1 Express termination clause: in the case of purchase of Premium Products and Services, the Supplier may terminate the contract pursuant to art. 1456 of the Italian Civil Code where the Customer's financial conditions have become such as to jeopardise payment of the consideration (e.g. protests, enforcement proceedings, etc.), or the Customer fails to comply with the agreed payment terms or breaches the intellectual property provisions of art. 7. In the event of termination, the Customer shall pay for 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 end of the current contractual period, without prejudice to compensation for any further damage.
With regard to Freemium services, the Supplier may at any time, at its sole discretion, modify the scope and terms of their provision, including the possibility of discontinuing them. In the event of prolonged non-use (1 month) of a Freemium service, the Supplier may discontinue it without notice and without retention of any recorded data.
4.2 Effect of termination: upon termination, the Customer's rights to use the Products or Services shall lapse immediately, without prejudice to the provisions of art. 6.4 on the return of data. In the event of late payment, SoftAgile may suspend the provision of the Services in accordance with art. 3.4, including maintenance services and/or services provided in Cloud and/or SaaS mode, without this constituting a breach by the Supplier. Both Parties are entitled to set off any receivables accrued in connection with this Contract against receivables of a different nature owed to the other Party.
4.3 Confidentiality and publicity: where a Party receives information from the other Party marked as Confidential, it undertakes to protect such information with the same level of care used to protect its own confidential information, and in any case with no less than a reasonable level of care and as required by law, and not to disclose it to third parties without the prior written consent of the other Party. At no time may the Customer take, or cause others to take, any action, publication or communication, by any means, that may damage the reputation of the Supplier.
4.4 Warranty disclaimers: SoftAgile warrants that the Products conform to the documentation delivered and grants no other warranty or assurance as to the characteristics of the Software products. SoftAgile provides 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 beyond the Supplier's control, such as, by way of example, the application infrastructure, the customisations made, the quality of the data and of the configurations/rules set, the integrations with other software, the data uploaded, the training of end users and various other elements not strictly related to the standard software product supplied to the Customer. Consequently, SoftAgile grants no warranty other than those provided for in this contract and shall in no case be liable for indirect losses or damages such as, 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 disturbance, loss of profits, damage to brand image, loss of data and/or files arising from the supply or use of the Software products, suffered by the Customer and/or the end user and/or third parties. Except in cases of wilful misconduct or gross negligence and in cases where the limitation is not permitted by mandatory provisions of law, SoftAgile's liability for any damage arising from the performance of the contract is in any case 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 Premium Products and Services purchased).
4.5 Conditions unilaterally expressed by the Customer: any conditions proposed unilaterally by the Customer, even if contained in forms or templates, including orders, or in written communications exchanged between the Parties even after these General Terms, are expressly declared ineffective, unless specifically negotiated and fully approved in writing by the Supplier.
4.6 Other remedies: all the remedies of SoftAgile specified in this Contract are additional and shall in no case limit any other right or remedy available, which SoftAgile expressly reserves.
4.7 Amendments to the General Terms: SoftAgile may update these General Terms, including for regulatory compliance or service evolution, by notifying the Customer by e-mail or through the Store with at least 30 days' notice. The amendments shall apply from the renewal following the notice. Where the amendments are substantially detrimental, the Customer may withdraw from the Subscription with effect from the date on which the amendments take effect, by giving written notice before that date; failing which, the amendments shall be deemed accepted.
5. Duration, Renewals and Withdrawal
5.1 The Subscription has the duration indicated in the order summary (as a rule, annual) and is subject to automatic renewal for periods of equal duration, unless either Party gives notice of non-renewal, by certified e-mail (PEC), registered letter or international courier with proof of delivery, at least six months before the expiry of the current period.
5.2 Fees are adjusted automatically, without any further notice, at the beginning of each calendar year within the limits of the Italian ISTAT revaluation index (FOI index); the adjustment is shown in the renewal invoice. Any adjustments exceeding the ISTAT index shall be notified to the Customer with at least 60 days' notice and, if not accepted, the Customer may withdraw with effect from the date of application of the new price.
5.3 For Freemium services, the Supplier assumes no obligation of provision or continuity towards the Applicant.
5.4 For Customers established in the European Union, the Customer's right under art. 6.4 (switching to another provider pursuant to Regulation (EU) 2023/2854 – Data Act) remains unaffected, under the conditions set out therein and without prejudice to art. 5.5. For Customers established outside the European Union, to whom the Data Act does not apply, the notice period under art. 5.1 applies in full.
5.5 Recovery of activation costs. The Customer acknowledges that the fees and promotional conditions applied on the Store are determined in consideration of a minimum duration of the relationship, against which the costs of activation, configuration and start-up of the service (whose list value is indicated in the order summary) are not charged or are charged at a discounted amount. If the relationship ceases due to non-renewal, withdrawal or switching to another provider at the Customer's initiative before 24 months have elapsed from activation, or with a notice period shorter than that provided for in art. 5.1, the Customer shall pay SoftAgile the list value of the activation costs not charged, reduced by 1/24 for each full month of service used. This amount constitutes recovery of costs actually incurred by SoftAgile and discounted at the time of subscription, and not a charge for, or an obstacle to, switching to another provider.
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), classified Tier IV and certified ISO 9001, ISO/IEC 27001 and ISO 14001; 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 Premium 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.
6.3 SLA (for Premium 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 Switching to another provider and data export (Regulation (EU) 2023/2854 – Data Act, applicable to Customers established in the European Union). The Customer may request switching to a different provider of equivalent services or to its own infrastructure with 2 months' written notice. Following the request, SoftAgile shall provide reasonable assistance with the migration process, which shall be completed within 30 calendar days from the expiry of the notice period, save for technical extension in the cases provided for by the Regulation. The Customer is entitled to obtain the export of its exportable data in a structured, commonly used format, within the limits and at the economic conditions permitted by the Regulation, without prejudice to the fees accrued for the services used and to art. 5.5 on the recovery of activation costs. Once the terms set out in art. 9.2 on post-contractual retention have elapsed, the data shall be deleted.
6.5 Support: the technical support (help desk) channels and hours are indicated in the Product documentation and/or on the Store for each plan.
6.6 Artificial Intelligence features. Certain features of the Products (by way of example: AI matching in Recruiting, conversational assistant, document summarisation, support for Talent/Performance assessments) 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 the fulfilment of the obligations imposed on it, as user (deployer), by Regulation (EU) 2024/1689 (AI Act), where applicable, and by the applicable employment legislation. 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. The accountability documentation (general product DPIA and specific DPIA on the AI components) is available to Customers upon request.
7. Rights and Intellectual Property
7.1 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 Subscription 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.
7.2 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.
7.3 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.
7.4 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.
7.5 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. In any case, it is 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. The mandatory provisions of arts. 64-ter and 64-quater of Italian Law 633/1941 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. 4.1, without prejudice to compensation for damage.
7.6 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.
8. Miscellaneous
8.1 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.
8.2 Notices: notices relating to this contract shall be made in writing and sent by certified e-mail (PEC), registered letter with return receipt or international courier with proof of delivery; operational and service communications may be sent by e-mail to the addresses indicated at the time of the order.
8.3 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 and assessment features) is lawful under the employment, data protection and other laws of each country in which its employees or other data subjects are located, and for obtaining any authorisations, 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 the applicable legislation.
8.4 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.
8.5 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.
8.6 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.
9. Personal data protection
9.1 The Customer's personal data (contact persons, contact 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) and Italian Legislative Decree 196/2003 as amended by Legislative Decree 101/2018. The full privacy notice is available on the Privacy page of the website. Data subjects may exercise the rights under arts. 15-22 GDPR by writing to info@ecosagile.com and have the right to lodge a complaint with the competent supervisory authority.
9.2 In relation to the personal data uploaded and processed by the Customer in the Products (by way of example: personal details, employment and remuneration data, health data, attendance data including geolocated clock-ins, payment data), the Customer acts as Data Controller and SoftAgile as Data Processor pursuant to art. 28 GDPR, on the basis of the data processing agreement (DPA) which forms an integral part of the contract. SoftAgile processes such data exclusively on the documented instructions of the Customer and for the provision of the Services (storage, processing, reporting, requested integrations, technical support, help desk and monitoring), adopting appropriate technical and organisational measures pursuant to art. 32 GDPR. In support of the assessments falling within the Controller's responsibility, SoftAgile makes available to Customers, upon request, its accountability documentation (general product DPIA, module-specific DPIAs and register of sub-processors). Where the Customer is established outside the European Economic Area, the Parties shall, where required, enter into the standard contractual clauses or rely on other appropriate transfer safeguards provided for by the GDPR. 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 export right under art. 6.4.
9.3 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.
9.4 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.
9.5 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.
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, a replacement code, the shipping label and the 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 absolutely 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 (arts. 4.7 and 5.2).
11. Applicable law
These General Terms are governed by Italian law and shall be interpreted in accordance with it, excluding its 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. The interpretation, performance and termination of the General Terms are subject exclusively to Italian law.
12. Jurisdiction
Any dispute arising in connection with the interpretation, performance or termination of these General Terms shall be subject 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.
Specific approval 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. 3.4 (suspension for non-payment); art. 4.1 (express termination clause, penalty and discontinuation of Freemium services); art. 4.2 (effects of termination and suspension); art. 4.4 (warranty disclaimers and limitation of liability); art. 4.5 (ineffectiveness of the Customer's conditions); art. 4.7 (unilateral amendment of the terms); art. 5.1 (automatic renewal and non-renewal with six months' notice); art. 5.2 (automatic fee adjustment); art. 5.5 (recovery of activation costs); art. 6.6 (limitations of liability for AI features); art. 7.5 (prohibitions on extraction, AI training and reverse engineering); art. 8.1 (prohibition of assignment); art. 8.3 (indemnity and responsibility for local law compliance); art. 8.5 (force majeure); art. 8.6 (export control and sanctions); art. 9.5 (use as a reference unless objected to); art. 10.5 (non-refundability of fees); art. 12 (exclusive jurisdiction and asymmetric forum).