HOWAR S.R.L. – Innovative Startup Via Bagutta 13, 20121 Milano, Italy Tax ID / VAT No.: IT13879470964 REA: MI-2749678 | Certified Email (PEC): howar@arubapec.it Version 4.2 – February 2026
ARTICLE 1 – SUBJECT MATTER AND SCOPE
1.1 Subject Matter These Terms and Conditions (the “Terms“) govern access to and use of the data processing and organizational analytics services based on proprietary algorithms and artificial intelligence systems (the “Services“) provided by HOWAR S.R.L. (the “Provider“) through its proprietary digital platform accessible at www.howar.cloud (the “Platform“).
1.2 Scope of Application The Services are intended exclusively for professional entities operating in a B2B context:
Use for personal, household, or consumer purposes is expressly excluded.
Non-EU Clients: The Services may be used by clients located outside the European Union. In such cases, these Terms apply in their entirety; the non-EU client acknowledges Italian jurisdiction and the applicability of European data protection and artificial intelligence regulations. The client is solely responsible for compliance with its own local laws and regulations.
1.3 Acceptance and Formation of Agreement The agreement is formed upon:
1.4 Amendments to the Terms The Provider may amend these Terms to reflect regulatory changes (GDPR, AI Act, NIS2, applicable Italian and European regulations), technological developments, or optimization of the commercial offering. Amendments will be communicated with 30 days’ prior notice via email and Platform notification. Continued use of the Services constitutes acceptance of the amended Terms.
ARTICLE 2 – DEFINITIONS 2.1 Services The organizational analytics services delivered through the Platform, comprising the proprietary models INSIGHTS, ACTIFY, and QUANTIFY, designed to evaluate and improve organizational management systems, human resources, and corporate governance.
2.2 Assessment The structured data collection process conducted through questionnaires, tests, and quantitative analyses aimed at measuring specific parameters of the Client’s organizational environment.
2.3 Report The output document dynamically assembled in real time from Assessment data, containing:
The Report is not stored as a file on the Platform; it is assembled anew each time the “Generate Report” function is used.
2.4 Artificial Intelligence System The generative artificial intelligence system provided by Anthropic PBC (Claude), integrated into the Platform via direct commercial API for the automated generation of textual content, descriptive analyses, and strategic recommendations.
2.5 Client Categories The professional entity, company, or organization using the Services, classified as follows:
2.6 Access Credits The unit of measure enabling the execution of one complete Assessment with generation of the corresponding personalized Report.
ARTICLE 3 – SERVICE CHARACTERISTICS
3.1 Technological Nature The Services constitute a Software as a Service (SaaS) solution characterized by:
3.2 Use of Artificial Intelligence Systems The Services integrate the Anthropic Claude artificial intelligence system (accessed via direct commercial API) for: automated generation of personalized descriptive analyses; development of context-specific strategic recommendations; interpretive synthesis of patterns identified through algorithmic processing; and comparisons with industry best practices and standards.
AI Transparency: Each Report contains clear identifiers for sections generated through AI. Systems are configured to professional standards and monitored in compliance with EU Regulation 2024/1689 (AI Act).
Data Use for Model Training: The Provider accesses Anthropic’s services through a commercial API. Under this configuration, and in accordance with Anthropic’s Commercial Terms of Service and Data Processing Addendum (DPA), data transmitted via API is never used to train or improve Anthropic’s artificial intelligence models.
3.3 Infrastructure and Data Localization The Provider accesses Anthropic PBC’s artificial intelligence services through a direct commercial API. Under this arrangement:
The Provider implements appropriate technical and organizational measures to ensure that the processing of client data complies with the GDPR and applicable European regulations.
3.4 Use of Data for HOWAR Service Improvement Assessment responses provided by the Client are deleted from the individual record within thirty (30) days of the test completion date. Prior to deletion, such responses are aggregated and anonymized in a separate database maintained by the Provider on Register.it infrastructure, used for:
Legal Basis: Art. 6(1)(f) GDPR (legitimate interests), balanced against the rights of data subjects. Anonymization is performed using techniques compliant with ISO 27001 standards and EDPB guidelines. Anonymized and aggregated data remains the exclusive property of the Provider and is never sold, transferred, or shared with any third party for any purpose.
3.5 Exclusions The Services do NOT constitute:
ARTICLE 4 – CLIENT CATEGORIES, ACCESS, AND USE
4.1 Direct Client A Company or Organization that registers on the Platform to conduct Assessments of its own organizational context. The Direct Client retains full control over the data entered and the Reports generated and is solely responsible for the proper use of the resulting information.
4.2 Individual Consultant An independent professional (VAT-registered or equivalent) who registers on the Platform in their own name and uses the Services in the course of their consulting activity. The Individual Consultant bears sole responsibility for the use of the Services and the Reports generated vis-à-vis their own clients. Registration requires the use of a professional email address.
Inclusion of Client Name in the Report: The Individual Consultant may enter the name of the client organization in the relevant field on the Platform for the purpose of personalizing the Report. Such entry is the sole responsibility of the Consultant, who warrants that the client’s consent has been obtained and that they are duly authorized to process the relevant data. The Provider does not verify the existence of such authorizations and disclaims all liability for unauthorized entries.
4.3 Consulting Firm A legal entity or organization that accesses the Platform through a corporate account registered in its own name and grants access to its employed or authorized consultants. The Consulting Firm is responsible for the activities of all consultants authorized by it.
Consultant Registration and Authorization: In registering its consultants, the Consulting Firm warrants that it:
Inclusion of Client Name in the Report: Each authorized consultant may enter the name of the client organization in the relevant field on the Platform. The Consulting Firm shall be jointly and severally liable with the authorized consultant for such entry and warrants that the client’s prior consent has been obtained. The Provider does not verify the existence of such authorizations.
4.4 Registration and Credentials Access to the Platform requires: complete and accurate identifying information; a professional or corporate email address (generic consumer domains are excluded); acceptance of these Terms and the Privacy Policy; and automated verification of identity and professional eligibility. The Client is responsible for safeguarding its credentials and must immediately notify the Provider of any security breach.
ARTICLE 5 – INFRASTRUCTURE AND REGULATORY COMPLIANCE 5.1 HOWAR Platform Hosting The HOWAR Platform is hosted on Register.it infrastructure with the following characteristics:
5.2 Key Technology Providers Anthropic PBC (AI System):
5.3 Regulatory Compliance GDPR (EU Regulation 2016/679):
AI Act (EU Regulation 2024/1689):
Italian Law:
ARTICLE 6 – DISCLAIMERS AND LIMITATION OF LIABILITY
6.1 Advisory Nature of Reports Reports are exclusively advisory and informational in nature and do not constitute:
6.2 Limitations of Artificial Intelligence The Client expressly acknowledges that:
6.3 Sole Responsibility of the Client The use of information contained in the Reports is the sole responsibility of the Client, who must:
6.4 Exclusions of Liability (Arts. 1218 and 2043 of the Italian Civil Code) The Provider shall not be liable for:
6.5 Limitation of Liability (Art. 1229 of the Italian Civil Code) The Provider’s liability is limited to the value of the Services paid by the Client in the preceding twelve (12) months, excluding:
6.6 Service Availability The Provider guarantees a Service Level Agreement (SLA) of 99.5% uptime on a monthly basis, excluding:
ARTICLE 7 – USE OF REPORTS
7.1 General Principle The Report constitutes a working tool of the Client. Where an Individual Consultant or Consulting Firm elects to deliver the Report to its end client, delivery must be made exclusively in its entirety and in the original format generated by the Platform, without omissions, modifications, or alterations. Partial delivery of the Report or of individual sections extracted from their overall context is prohibited.
7.2 Ethical Use The Client undertakes to: use the Reports exclusively in its own interest and, where applicable, in the interest of its end clients, in accordance with the principles of good faith and professional fairness (Arts. 1175 and 1375 of the Italian Civil Code); present the contents of the Reports truthfully and without misrepresentation; and inform its end client that the Report has been generated with the assistance of generative artificial intelligence systems, pursuant to Art. 50 of EU Regulation 2024/1689 (AI Act).
7.3 Prohibition on Attributed Extraction The Client is expressly prohibited from:
7.4 Permitted Uses The Client may lawfully: use the information and analyses contained in the Report to formulate its own professional assessments and recommendations, without explicit reference to HOWAR as the source; mention in its own methodology the use of the HOWAR Platform as an assessment tool, without attributing specific conclusions to HOWAR; and verbally present the contents of the Report to its end client.
7.5 Liability and Indemnification The Client (whether Individual Consultant or Consulting Firm) is solely responsible for the use of the Report vis-à-vis its own end clients and shall indemnify, defend, and hold harmless the Provider from and against any claims, costs, or damages asserted by end clients or third parties in connection with any use of the Report not in conformity with this Article.
7.6 Unique Identification Code Each Report contains a unique identification code enabling the Provider to verify the original content in the event of disputes.
ARTICLE 8 – DATA MANAGEMENT AND RETENTION
8.1 Assessment Responses (Test Data) Assessment responses provided by the Client during questionnaire completion are retained in the individual record for a maximum period of thirty (30) days from the test completion date, solely for the purpose of enabling Report generation. Upon expiry of this period, individual responses are automatically and irreversibly deleted from the user’s record.
Concurrently with deletion from the individual record, responses are anonymized, aggregated, and transferred to the Provider’s model improvement database in accordance with Article 3.4.
8.2 Data for Report Generation The processed data required for Report generation (analysis field content) is retained for the entire duration of the Client’s account on the Platform, in order to enable regeneration of the Report at any time. The legal basis for such retention is the performance of the contract (Art. 6(1)(b) GDPR): for as long as the contractual relationship is active, retention of the data is necessary for the provision of the Services requested by the Client.
Upon account closure for any reason (withdrawal, inactivity, breach), data for Report generation will be deleted within thirty (30) days of the account closure date.
8.3 Dynamic Nature of the Report The Report is not stored as a file on the Platform. Each time the “Generate Report” function is used, the document is assembled dynamically in real time from the retained data. The Client is therefore solely responsible for downloading and storing any generated Report.
8.4 Anthropic API Logs Data transmitted to the Anthropic API for the generation of the Report’s textual content is subject to a thirty (30) day retention period on Anthropic’s systems, after which it is automatically deleted. Such data is never used by Anthropic for AI model training, in accordance with Anthropic’s Commercial Terms of Service and Data Processing Addendum.
8.5 Client Responsibilities The Client is solely responsible for: downloading and storing Reports according to its own needs; and complying with applicable sector-specific document retention regulations. The Provider does not offer long-term archival services for generated Reports.
Art. 8.6 – Reporting of Technical Anomalies in Report Generation
The Client may report technical anomalies in the generation of the Report — including, by way of example and without limitation, truncated reports, missing sections, formatting errors, or malfunctions of the Artificial Intelligence System that have compromised the completeness of the document — within 30 (thirty) days from the date of completion of the Assessment.
This time limit coincides with the retention period for individual responses set forth in Art. 8.1. Upon expiry of such period, the irreversible deletion of responses from the individual record renders technical verification impossible; accordingly, reports received after the aforementioned deadline shall not be accepted.
The report must be submitted to info@howar.com and shall include: (i) the unique Report identification code referred to in Art. 7.6; (ii) a detailed description of the anomaly encountered; (iii) where possible, supporting documentary evidence (screenshots or PDF copy of the generated Report).
Upon receipt of the report, the Provider shall carry out a technical verification within 10 (ten) business days. Should the anomaly be confirmed, the Provider shall re-enable the Report generation function for the relevant Assessment, allowing the Client to independently proceed with a new generation. The regenerated document is assembled dynamically in real time pursuant to Art. 8.3 and may therefore contain textual content generated by the Artificial Intelligence System that differs from the original, while the underlying Assessment data shall remain unchanged.
Should the technical verification not confirm the existence of the reported anomaly, the Provider shall notify the Client accordingly, providing reasons for its determination.
This provision applies exclusively to technical anomalies in Report generation and does not extend to disputes regarding the merits, accuracy, adequacy, or completeness of the analytical content and recommendations contained therein, which remain entirely governed by the exclusions and limitations of liability set forth in Art. 6.
ARTICLE 9 – SERVICE MODIFICATIONS The Provider may unilaterally modify: proprietary algorithms and analytical methodologies; Assessment questionnaires and evaluation parameters; Report templates and presentation formats; Platform features and user interface; and integrated artificial intelligence systems. Updates apply automatically to all new Assessments. Substantial modifications that materially alter results will be communicated with fifteen (15) days’ prior notice. Modifications required for regulatory compliance take effect immediately.
ARTICLE 10 – COMMERCIAL TERMS AND REFUNDS
10.1 Payments The Services are provided upon advance payment of Access Credits via bank transfer or other payment methods integrated into the Platform. Access Credits are valid for twelve (12) months from the purchase date indicated in the Order Confirmation.
10.2 No-Refund Policy No refunds shall be issued for: unused Credits forfeited by the Client upon expiry of the validity period; account closure due to inactivity; voluntary withdrawal by the Client; termination of the agreement for Client breach; or temporary service interruptions of less than seventy-two (72) consecutive hours.
10.3 Refunds for Provider-Attributable Technical Impossibility In the event of a prolonged service interruption (exceeding seventy-two (72) consecutive hours) attributable to the Provider:
a) Automatic extension of the Credit validity period for a duration equal to the interruption period. b) If the interruption exceeds seven (7) consecutive days, the Client may elect between:
Refunds shall be issued within thirty (30) days of the Client’s request.
10.4 Billing Error Refunds In the event of a documented billing error attributable to the Provider, the Client is entitled to a full or partial refund of the incorrectly charged amount within thirty (30) days of notification.
ARTICLE 11 – PROHIBITED USES AND SANCTIONS
11.1 Prohibited Uses The following are expressly prohibited:
11.2 Sanctions Violations shall result in:
ARTICLE 12 – TERM AND TERMINATION
12.1 Account Duration and Credit Validity The Client’s account on the HOWAR Platform remains active indefinitely, subject to closure for inactivity or withdrawal. Purchased Access Credits are valid for twelve (12) months from the purchase date. Credits not used within that period are forfeited without right of refund, except as provided in Article 10.3.
12.2 Withdrawal Either party may withdraw from the agreement:
Client withdrawal results in:
12.3 Termination for Breach Automatic termination shall occur upon:
12.4 Inactive Account Management An account is automatically closed if all of the following conditions are met simultaneously:
Alternatively, an account is closed if twelve (12) months have elapsed since the last Credit purchase without any Assessment having been conducted. HOWAR will send an email notification thirty (30) days prior to closure.
ARTICLE 13 – INTELLECTUAL PROPERTY The following remain the exclusive property of the Provider: proprietary algorithms and HOWAR methodologies; Platform software and source code; registered trademarks (HOWAR, INSIGHTS, ACTIFY, QUANTIFY); and proprietary know-how and technical documentation. The Client acquires a non-exclusive, non-transferable license, limited to the duration of the contractual relationship, to use the Services. Data provided by the Client remains the Client’s property; the Provider acquires a processing license limited to the delivery of the Services.
ARTICLE 14 – PERSONAL DATA PROCESSING
14.1 Privacy Roles HOWAR acts as Data Controller with respect to its Clients’ data; Anthropic PBC acts as Sub-processor for AI-related processing, under the terms of the commercial Data Processing Addendum incorporating Standard Contractual Clauses.
14.2 Purposes and Legal Bases Processing is limited to:
14.3 International Data Transfers Where applicable in connection with Anthropic’s processing activities, transfers of data to third countries are conducted in compliance with the GDPR through the Standard Contractual Clauses (SCCs) incorporated into Anthropic’s Data Processing Addendum, pursuant to Arts. 46 et seq. of EU Regulation 2016/679. 14.4 Data Subject Rights The following rights may be exercised by contacting info@how-r.com:
ARTICLE 15 – ORDERING AND PAYMENT PROCESS 15.1 Order Procedure Orders are placed through the registration/order form available on the Platform. Submission of the completed form constitutes a contractual offer within the meaning of Art. 1326 of the Italian Civil Code. The system automatically registers the user with “INACTIVE” status and creates an order record with “PENDING_PAYMENT” status.
15.2 Pro Forma Invoice and Payment Within twenty-four (24) business hours of order submission, the Provider will send by email a pro forma invoice containing a unique order code and bank transfer details. Payment is due exclusively by advance bank transfer in Euros, within fifteen (15) days of receipt of the pro forma invoice. Orders for which payment is not received within such period are automatically canceled.
15.3 Formation of the Agreement The agreement is formed exclusively upon verification of payment by HOWAR’s administrator and dispatch of the Order Confirmation by email. Submission of the order does not constitute automatic acceptance. The Provider reserves the right to decline orders for technical, commercial, or compliance-related reasons.
15.4 Final Invoice Upon verification of payment: an electronic invoice will be issued within seventy-two (72) hours; VAT will be applied in accordance with applicable regulations; reverse charge will apply where applicable for EU clients with a valid VAT number.
ARTICLE 16 – DISPUTE RESOLUTION
16.1 Mandatory Mediation A preliminary mandatory mediation attempt shall be made before ADR Piemonte (Vercelli) pursuant to the ADR Rules, for a maximum duration of ninety (90) days.
16.2 Governing Law and Jurisdiction These Terms are governed exclusively by Italian law pursuant to Art. 3 of Law No. 218 of May 31, 1995. The courts of Milan shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
ARTICLE 17 – GENERAL PROVISIONS
17.1 Severability The invalidity or unenforceability of any individual provision shall not affect the validity of the remainder of the agreement. Any invalid provision shall be replaced by a valid provision of equivalent content.
17.2 Notices
17.3 Entire Agreement These Terms constitute the entire agreement between the parties with respect to the use of the Platform and supersede all prior agreements and understandings relating thereto.
17.4 Language This document is a translation of the Italian original for accessibility purposes only. The governing version is the Italian text. This agreement is governed exclusively by Italian law in all its aspects.
17.5 Equal Bargaining Position and Governing Law The parties acknowledge that acceptance of these Terms has occurred on a basis of absolute equality of bargaining power, both parties being professional operators acting in the course of their respective business activities. Accordingly, the parties expressly exclude the application of the provisions on unfair contract terms set forth in Arts. 1341 and 1342 of the Italian Civil Code.
This agreement is governed exclusively by Italian law:
CONTACTS: HOWAR S.R.L. – Innovative Startup Via Filippo Turati 40, 20121 Milano, Italy Tax ID / VAT No.: IT13879470964 | REA: MI-2749678 Certified Email (PEC): howar@arubapec.it | info@howar.com www.how-r.com | www.howar.cloud
Compliance: DPO / AI Compliance / Support: info@how-r.com Compliance: GDPR (EU 2016/679) | AI Act (EU 2024/1689) | NIS2 (D.lgs. 138/2024) | DDL 1146/24 | Legislative Decree 179/2012 | Italian Civil Code
Version 4.2 – February 2026