1. Definitions
For the purposes of these Terms of Service:
- “Provider”: Almaware S.r.l., Via Camozzi 111, 24121 Bergamo (BG), Italy, VAT IT04057300165, registered with the Companies Register of Bergamo.
- “Customer”: the legal or natural person who accepts these Terms and accesses the Platform as account holder.
- “User”: any natural person authorised by the Customer to access the Platform under the Customer’s subscription.
- “Platform”: the TalentRewards SaaS software, accessible at web.talentrewards.app, including all features, updates and documentation provided by the Provider.
- “Customer Data”: any data, information or content uploaded, generated or transmitted by the Customer or Users via the Platform.
- “Plan”: the subscription tier chosen by the Customer (Starter, Growth or Enterprise) as described on the pricing page.
- “Subscription Period”: the monthly or annual period selected at purchase, auto-renewing pursuant to section 6.
- “SLA”: the Service Level Agreement set out in section 12.
2. Acceptance of Terms
Accessing or using the Platform constitutes acceptance of these Terms, the Privacy Policy, and any Order Form executed between the parties. If the Customer acts on behalf of an organisation, it represents that it has authority to bind that organisation.
3. Licence
The Provider grants the Customer a non-exclusive, non-transferable, revocable, worldwide licence to access and use the Platform solely for internal business purposes during the Subscription Period, subject to these Terms.
The Customer may not: (a) sublicense, sell or transfer access to unauthorised third parties; (b) reverse-engineer or attempt to extract the Platform’s source code; (c) create derivative works based on the Platform; (d) use the Platform to provide bureau or time-sharing services to third parties; (e) remove or alter proprietary notices.
4. Account Registration and Security
The Customer is responsible for keeping credentials confidential and for all activities occurring under its account. The Customer must immediately notify the Provider of any unauthorised access or security breach. The Provider is not liable for losses arising from unauthorised use of the Customer’s credentials.
5. Fees and Payment
Applicable fees are those indicated on the pricing page or Order Form at the time of purchase. All prices are in Euros, excluding VAT unless stated otherwise.
Payment is made by credit/debit card or bank transfer. Invoices are issued electronically. Late payments accrue interest pursuant to Italian Legislative Decree 231/2002 (ECB rate + 8 percentage points). The Provider may suspend Platform access after 15 days of non-payment, following written notice.
6. Renewal and Cancellation
Subscriptions auto-renew at the end of each Subscription Period unless the Customer cancels at least 30 days before renewal by email to billing@talentrewards.app or via the account area.
At renewal, the Provider will apply the then-current pricing, with at least 30 days’ notice of any price increase.
7. Free Trial
The Provider may offer a free trial (typically 14 days). At the end of the trial, the subscription activates automatically and the applicable fee is charged, unless cancelled before the trial ends. Data entered during the trial is retained.
8. Intellectual Property
The Platform and all its components are the exclusive property of the Provider or its licensors. These Terms do not transfer any ownership rights in the Platform to the Customer.
The Customer retains full ownership of Customer Data. The Customer grants the Provider a limited, royalty-free, non-exclusive licence to process Customer Data solely to deliver the Platform and improve the service in anonymised, aggregated form.
9. Confidentiality
Each party agrees to keep confidential the other party’s confidential information (including commercial, technical and financial data) and not to disclose it to third parties without prior written consent, using it solely to perform these Terms. The confidentiality obligation survives termination for 3 years. Excluded are information in the public domain without fault of the recipient, or independently developed by the recipient.
10. Data Protection
The Provider acts as Data Processor pursuant to GDPR Article 28 for Customer Data that constitutes personal data, and as Data Controller for Users’ personal data processed for its own purposes. Processing conditions are governed by the Data Processing Agreement (DPA) included as Annex A to these Terms.
11. Acceptable Use
The Customer and Users must not use the Platform to: (a) engage in illegal activities; (b) transmit malware or harmful code; (c) infringe third-party rights, including intellectual property and data protection rights; (d) send unsolicited communications (spam); (e) attempt to compromise the security or integrity of the Platform; (f) collect other users’ data without authorisation.
The Provider may immediately suspend access upon violation and claim damages.
12. Service Level Agreement (SLA)
The Provider commits to a monthly Platform availability of 99.5%, calculated monthly, excluding scheduled maintenance (notified at least 48 hours in advance) and force majeure events.
| Monthly availability | Service credit |
|---|---|
| 99.0% – 99.49% | 10% of monthly fee |
| 95.0% – 98.99% | 25% of monthly fee |
| Below 95% | 50% of monthly fee |
Credits must be requested within 30 days of the event at support@talentrewards.app and will be applied as a credit against the next invoice. Credits are the exclusive remedy for service interruptions.
13. Warranties and Representations
The Provider warrants that: (a) the Platform will operate in substantial conformance with its official documentation; (b) it will apply security measures in line with industry standards. The Customer warrants that: (a) it has authority to enter these Terms; (b) it will use the Platform lawfully; (c) Customer Data does not infringe third-party rights.
Except as expressly stated, the Platform is provided “as is” and the Provider disclaims all implied warranties to the extent permitted by applicable law.
14. Limitation of Liability
To the maximum extent permitted by applicable law, the Provider’s total aggregate liability for any cause of action, contractual or tortious, shall not exceed the total fees paid by the Customer in the 12 months preceding the event giving rise to the claim.
In no event shall the Provider be liable for: (a) loss of profits, revenues or business opportunities; (b) loss or corruption of data; (c) indirect, incidental, special or consequential damages; (d) business interruption.
These limitations do not apply in cases of wilful misconduct or gross negligence by the Provider, or for personal injury claims.
15. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, epidemics, internet outages, governmental acts or third-party infrastructure failures. The affected party must notify the other within 5 business days and take reasonable steps to mitigate impact.
16. Indemnification
The Customer agrees to indemnify and hold harmless the Provider, its employees, officers and contractors from any claim, damage, penalty or legal expense arising from: (a) violation of these Terms by the Customer or Users; (b) unlawful use of the Platform; (c) infringement of third-party rights through Customer Data.
17. Beta Features
The Provider may make available beta or preview features (“Beta Features”). Such features are provided without warranties, may be discontinued without notice, and are excluded from the SLA. The Provider is not liable for data loss or damages arising from the use of Beta Features.
18. Term and Termination
These Terms take effect on acceptance and remain in force for the Subscription Period, auto-renewing pursuant to section 6.
The Provider may terminate these Terms immediately if: (a) the Customer commits a material breach not remedied within 15 days of written notice; (b) the Customer becomes insolvent or subject to insolvency proceedings; (c) the Customer uses the Platform in violation of applicable law.
The Customer may terminate at any time, subject to the cancellation terms in section 6. No pro-rata refunds are provided for early termination of annual plans unless otherwise agreed in writing.
Upon termination, the Customer may export its Data within 30 days. After that period, the Provider will permanently delete Customer Data.
19. Governing Law and Jurisdiction
These Terms are governed by Italian law. The exclusive jurisdiction for any dispute arising out of or in connection with these Terms is the Court of Milan (Tribunale di Bergamo), unless otherwise agreed in writing by the parties.
The parties shall attempt in good faith to resolve any dispute amicably within 30 days of written notice before resorting to legal proceedings.
20. General Provisions
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force. Failure to exercise a right does not constitute a waiver. These Terms, together with the Privacy Policy, DPA and any Order Forms, constitute the entire agreement between the parties, superseding all prior understandings.
The Provider may amend these Terms with 30 days’ notice by email or in-app notice. Continued use of the Platform after such period constitutes acceptance of the changes.