Terms & Conditions

GENERAL SAAS (SOFTWARE AS A SERVICE) LICENCE TERMS AND CONDITIONS


These general SaaS (Software as a Service) licence terms and conditions (the “General Terms and Conditions” or the “Agreement”) govern the terms and conditions for the use of the “klaaryo” Software (the “Software”) and of the related SaaS Services (as defined below) provided by Klaaryo S.r.l., with registered office at Via Luigi Luzzati 15, Bari (BA), VAT No. 02872710906 (the “Company”) to customers.

In order to access and use the Software, the Platform (as defined below) and the SaaS Services, it will be necessary to complete the purchase procedure and register as a customer (the “Customer” and, together with the Company, the “Parties” and each individually a “Party”).


WHEREAS


A. The Company has developed the software called “klaaryo”, which can be used through an online platform accessible upon registration at klaaryo.com (the “Platform” or the “Klaaryo Platform”), capable of offering complete solutions for the search and management of specialised personnel.

B. The Klaaryo Platform is a platform accessible online – subject to authentication by the Customer with its own login credentials – used, together with the Software itself, to optimise HR and recruitment processes by digitalising and automating certain administrative activities, including the candidate contact phase of the search and selection process.

C. The Customer is interested in using the Software and the Platform and in benefiting from the related SaaS Services in accordance with the terms and conditions of this Agreement.


DEFINITIONS

In addition to the terms defined elsewhere in these General Terms and Conditions:

“Privacy Code”: Legislative Decree 196/2003 as subsequently amended and supplemented.


“Intellectual Property Rights”: any right relating to patentable and non-patentable inventions, patent rights, database rights, copyrights (including those on software, source code and algorithms), trade secrets (Arts. 98-99 CPI), trademarks, domain names and any other industrial/intellectual property right, whether registered or not.


“GDPR”: Regulation (EU) 2016/679.


“Purchase Form”: the form completed and signed by the Customer containing the required information (e.g. identification data, number of licences), as set out in Annex A.


“Users”: persons under the responsibility of the Customer (e.g. employees/collaborators) authorised to use the login credentials to the Platform.


SUBJECT MATTER AND ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS


Subject Matter


The Company undertakes to:

(i) grant the Customer a non-exclusive, non-sublicensable (unless authorised in writing), non-transferable, worldwide licence to the Software, valid for the term of these General Terms and Conditions (the “Software Licence”).

(ii) provide the following SaaS Services:

  • technical support

  • maintenance and updating of the Software and the Platform

  • search and selection of candidates based on the criteria set by the Customer

  • uploading of CVs available to the Customer

  • automatic sending of communications to candidates

  • activity reporting and analysis

(Collectively, the “SaaS Services”).

Acceptance


Submission of the Purchase Form constitutes acceptance of these General Terms and Conditions.

Registration


In order to access the Platform, the Customer must register as provided for in Article 3.

Updates


Any updates or modifications developed by the Company will be provided at no additional cost and will be subject to these General Terms and Conditions.

Non-acceptance


Without acceptance of these General Terms and Conditions, it will not be possible to purchase access to the Services.

REGISTRATION


Account Creation


In order to access the Services, the Customer must:

  • create an account on the Platform

  • log in with authentication credentials

Required data

The Customer must:

  • fill in the required fields (first name, last name, email, username, password)

  • confirm having read the Privacy Notice

  • confirm the registration


Licences


The Customer must indicate the number of licences in the Purchase Form.
Each licence corresponds to one User with individual credentials.


Security of Credentials


The Customer is responsible for the confidentiality of the credentials.


Breaches


Any breaches or unauthorised use must be notified to the Company.


Liability


The Company shall not be liable for damages arising from the improper use or failure to safeguard the credentials.


CUSTOMER’S OBLIGATIONS


The Customer undertakes not to:

  • circumvent technical protection measures

  • carry out reverse engineering

  • alter or modify the Software or the Platform

  • remove elements covered by Intellectual Property Rights

  • use the Software beyond the number of licences purchased

  • disclose credentials to unauthorised persons


The Customer remains solely responsible for using the Platform in compliance with applicable law.


TERM


The General Terms and Conditions enter into force upon acceptance and remain valid until 31 December of the year of subscription (the “Expiry Date”).


They are automatically renewed for successive one-year periods unless terminated with 3 months’ prior notice.


FEES


The Customer undertakes to pay the amounts indicated in the Purchase Form (the “Fee”).

The Fee:

  • is all-inclusive

  • does not include VAT (where applicable)

  • is also due in the event of renewal

The invoice will be issued in digital format.


WITHDRAWAL AND TERMINATION


The Customer may withdraw at any time by written notice.

In the event of withdrawal:

  • the account will be deactivated within 10 days

  • the Fee is non-refundable

The Company may terminate the agreement in the event of a breach of the General Terms and Conditions.


MAINTENANCE AND SUPPORT SERVICES


The Company provides remote technical support for the entire term of the agreement.

Interventions required for reasons attributable to the Customer may be charged separately.


ACCOUNT DEACTIVATION


Upon expiry or termination of the agreement, the credentials will no longer be valid.


INTELLECTUAL PROPERTY


The Company remains the sole owner of all Intellectual Property Rights relating to the Software and the Platform.

The Software Licence is:

  • non-exclusive

  • non-sublicensable

  • non-transferable

  • worldwide

  • limited to the term of the agreement

The Software uses artificial intelligence systems.


PROCESSING OF PERSONAL DATA


The Company processes the Customer’s personal data as an independent data controller, in accordance with the Privacy Notice (Annex B).

The Customer is the data controller of the candidates’ data uploaded to the Platform.

The Company acts as data processor pursuant to Art. 28 GDPR in accordance with the DPA (Annex C).


FORCE MAJEURE


The Company shall not be liable for any impossibility of performance due to Force Majeure events (e.g. wars, strikes, natural disasters, pandemics, blackouts, etc.).


LIMITATION OF LIABILITY


The SaaS Services are provided “as is”.

The Company’s liability is limited to the amount of the Fee paid.

It shall not be liable for:

  • loss of profits

  • indirect damages

  • improper use of the Software


PROHIBITION OF ASSIGNMENT

The Customer may not assign the agreement or the Licence without the written authorisation of the Company.


AMENDMENTS TO THE TERMS AND CONDITIONS


The Company may amend these General Terms and Conditions. The Customer may withdraw within 15 days of the notification. If the Customer does not withdraw, the amendments shall be deemed accepted.


NOTICES

Notices to the Company:

GOVERNING LAW AND JURISDICTION


The agreement is governed by Italian law.

Court with exclusive jurisdiction: Milan.


ONEROUS CLAUSES


The parties declare that they expressly accept the articles indicated in the original text.