Terms and Conditions of the services offered on the website www.how-r.com and on the platform www.howar.cloud
1. Object and Scope
1.1 These Terms and Conditions govern the data processing and organizational analysis services based on proprietary algorithms (hereinafter the "Services") provided remotely via a telematic network by HOWAR Srl, via Filippo Turati 40, Milan, Italy (hereinafter "the Provider"). The Services are offered through the website https://www.how-r.com/ (hereinafter the "Site").
1.2 These Terms and Conditions apply to Services offered by the Provider through the Site primarily to professional individuals or legal entities (hereinafter "the Client") who request them exclusively for purposes related to their business or professional activity. The use of the Services for personal purposes or by private consumers is limited and subject to specific restrictions outlined in this document.
1.3 The Client is responsible for carefully examining these Terms and Conditions before placing any order. Acceptance without reservation is presumed by selecting the appropriate box in the confirmation and acceptance field in the registration form available on the Site.
1.4 The Provider may make changes, additions, or updates to these Terms and Conditions. These changes will take effect on transactions concluded after their publication on the Site, which serves as the official means of communication to inform Clients of the changes made.
2. Definitions
2.1 "Service Agreement" or "SA": the agreement between the Provider and the Client that defines the terms and conditions for the provision of the Services, including the OCRA-Organizational Conflict Risk Analysis Test and OCRA-Organizational Conflict Risk Analysis Team Test.
2.2 "Service Order": the commercial offer that defines the characteristics and price of the Services and is an integral part of these Terms and Conditions.
2.3 "Services": the data processing and organizational analysis services based on proprietary algorithms, including the OCRA-Organizational Conflict Risk Analysis Test and OCRA-Organizational Conflict Risk Analysis Team Test, aimed at analyzing and improving organizational management and human resources systems, and the governance of organizations to enhance relationships between their employees and reduce the dysfunctional effects of internal conflicts. The Services process data and information provided by the Client to derive qualitative and quantitative indicators that can be used by the Client within their own business activities, whether the Client is a company conducting the assessment on its own behalf or consultants using this information to add value or better sell their services.
2.4 "Site": the website https://www.how-r.com/ through which the Provider offers the Services.
2.5 "Client": professional individuals or legal entities who request the Services primarily for purposes related to their business or professional activity.
2.6 "Provider": HOWAR Srl, a professional located at via Filippo Turati 40, Milan, Italy.
2.7 "Consultant User": a professional individual or legal entity that uses the Services on behalf of a Client.
2.8 "Client": a company, organization, or individual that a Consultant User provides services to, including the use of our Services.
3. Services Offered and Access Modalities
3.1 The Services offered on the Site constitute data processing and organizational analysis services based on proprietary algorithms, primarily aimed at professional clients and companies (B2B), intended to analyze and improve organizational management and human resources systems, as well as the governance of organizations of all types to enhance relationships between their employees and reduce the dysfunctional effects of internal conflicts.
3.2 The features of the Services are described in the individual Service Orders to which reference is made.
3.3 The Services do not constitute legal, tax, psychological, or any other type of professional advice or consulting services reserved by Italian law for regulated professions.
3.4 The Client can purchase a specific number of accesses to the Services as per the accepted Service Order. Each access allows a single completion of the test and the production of the corresponding report. To access and use the Services, the Client needs to generate specific credentials based on their email. The Client is solely responsible for the conservation and sharing of access credentials to the Services, providing necessary information for accessing the Services and generating the related report.
3.5 The Services may be used by Consultant Users on behalf of their Clients. Consultant Users are responsible for ensuring they have the necessary permissions and rights to use the Services on behalf of their Clients and to share Client data with us, as outlined in our Privacy Policy.
4. Ordering Process and Service Activation
4.1 Contracts between the Provider and the Client regarding individual Services are considered concluded upon receipt of the Service Order and the corresponding payment. In the event of a conflict between these Terms and Conditions and the individual Service Order, the latter prevails.
4.2 The Provider will not accept orders on the Site from subjects who are not professional Clients as defined above and without prior registration.
4.3 The Provider reserves the right not to activate the Service in case of delays in payments or other non-compliances by the Client, including those related to previous orders. The Provider will notify the Client by email of such suspension, specifying that it will last until the regularization of the Client's debt position.
4.4 The Client agrees that the Provider may use third-party suppliers to provide the Services.
4.5 Upon the first registration request, the Provider will assign the Client a User ID and a Password. The Client acknowledges that User IDs and Passwords represent the authentication system for access to the Site and Services. The parties agree that User IDs and Passwords are the only valid means to identify the Client during access to the Services. The Client therefore agrees that all actions taken using the specified User IDs and Passwords will be attributed to them and will have an immediate binding effect, including for billing purposes. Furthermore, the Client acknowledges being the sole and exclusive responsible party for any action taken through their User IDs and Passwords. They agree to keep these credentials confidential, to handle them with the utmost care and diligence, and not to transfer them, even temporarily, to third parties.
5. Intellectual Property and Usage Rights
5.1 The Provider remains the sole owner of the proprietary and economic exploitation rights related to inventions, algorithms, programs (including software, documentation, etc.), and anything else prepared, realized, or developed for the Services purchased on the Site through individual Service Orders by the Client, who is granted only a limited and non-transferable right of use.
5.2 This condition will survive the conclusion or termination of the contract related to the Service Order for the entire duration of the intellectual property and economic exploitation rights of the Provider on the produced material.
5.3 The Client acknowledges that intellectual property and economic exploitation rights over the Services and the Trademark belong to the Provider. Therefore, the Client agrees to use the Trademark in communication related to their business activities and regarding the use of the Services exclusively in accordance with the Provider's branding guidelines and the conditions specified in the Service Agreement.
5.4 Consultant Users are responsible for ensuring they have the necessary rights and permissions to use the Services on behalf of their Clients and to share Client data with us. Consultant Users must obtain all required consents and authorizations from their Clients before using our Services.
6. Data Protection and Privacy
6.1 The Client declares to have read the information pursuant to articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the Site and, by accepting these Terms and Conditions, gives consent to the processing of their personal data for the purposes and according to the methods indicated in said information.
6.2 The personal, company, and fiscal data of the Client, acquired directly or indirectly by the Provider, will be collected and processed in paper, electronic, or telematic form exclusively to allow the execution of Service purchase orders on the Site.
6.3 The Client acknowledges and agrees that the Provider and its Partners may monitor the use of the Services and use the collected information in an aggregated and anonymous manner in compliance with applicable data protection laws. The Client consents to the use and publication of such aggregated and anonymous information by the Provider and its Partners, provided that such information does not identify the Client.
6.4 Consultant Users must familiarize themselves with our Privacy Policy, particularly the sections relating to Consultants' use of our Services. Consultant Users are responsible for obtaining necessary consents from their Clients and facilitating Client data subject rights requests.
7. Limitations of Provider's Liability
7.1 The Client agrees and accepts that the Provider cannot be held responsible for any delays or malfunctions in the provision of the Services resulting from circumstances beyond its reasonable control, including force majeure events or actions of third parties.
7.2 The Site and the Services are stored and made available on the hosting platform of Register S.p.A. Viale della Giovine Italia 17, Firenze, CAP 50122, Italy (www.register.it) to whose general terms of service and limitations of liability reference is made.
7.3 In no case will the Provider be liable to the Client or third parties for loss of profit, loss of earnings, or any other form of consequential or indirect damages connected to the execution of these Terms and Conditions or any Service Order.
7.4 The Provider's obligation assumed through the Services is an obligation of means and not of results. The Provider cannot be held responsible for the possible failure to achieve the Client's objectives and/or for the consequences arising from any decisions made by the Client after using the Services.
7.5 Any compensation for damages resulting from errors, omissions, operational and/or contractual non-compliance, or delays by the Provider is admitted exclusively within the maximum limit of the Service fee already paid by the Client.
7.6 For certain Services, the Provider utilizes Claude, an artificial intelligence model developed by Anthropic Ireland, Limited with a registered address at 6th Floor, South Bank House, Barrow Street. Dublin 4, D04 TR29 Ireland (www.anthropic.com) to generate analysis, interpretations, and insights on the data provided by the Provider. While Claude employs advanced natural language processing capabilities, the accuracy and precision of its analysis are subject to the inherent limitations of current generative AI technology. In particular, factual assertions in Claude-generated analyses should not be relied upon without independently verifying their accuracy, as they may be inaccurate, incomplete, misleading, or not reflective of recent events or information. The information contained in reports generated using Claude is provided for informational purposes only and shall not be construed as professional advice. Neither the Provider nor Anthropic make any representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the analysis contained therein. Any reliance placed on the information contained in reports generated using Claude is strictly at the Client's own responsibility. In no event shall the Provider or Anthropic be liable for any direct, indirect, incidental, special, exemplary, or consequential damages arising out of the use of such reports or the information contained therein, even if advised of the possibility of such damage. By using Services that incorporate Claude, the Client agrees to hold the Provider and Anthropic harmless from any claims, demands, or damages arising out of or in connection with the use of the related reports. The use of reports generated using Claude is subject to Anthropic's Terms of Use and Privacy Policies.
7.7 The Provider is not liable for any disputes or issues that may arise between Consultant Users and their Clients in relation to the use of our Services. Consultant Users are solely responsible for ensuring their use of the Services complies with any agreements or obligations they have with their Clients.
8. Economic Conditions, Invoicing, and Payments
8.1 The compensation for the Services as well as the terms and conditions for payment are established in the Service Orders or commercial offers available on the Site or agreed upon between the Provider and the Client.
8.2 All compensation, unless expressly specified, is to be understood excluding VAT when applicable.
8.3 The Client may use only the tools available on the Site for payment (Paypal and national and international bank transfer).
8.4 Automatic renewal of Services is not provided.
9. Duration, Withdrawal, and Termination
9.1 These Terms and Conditions have an indefinite duration, unlike contracts for individual Services that will have the duration indicated in the respective Service Orders.
9.2 The Client agrees and acknowledges that withdrawal from these Terms and Conditions will not be possible as long as there is a contractual relationship between the Client and the Provider resulting from a Service Order.
9.3 In accordance with the EU Consumer Rights Directive 2011/83/EU and the Italian Consumer Code (Codice del Consumo), the Client, if considered a consumer under applicable law, has the right to withdraw from the purchase of Services within 14 days from the date of purchase, without providing any reason and without incurring any costs other than those provided for in Article 56, paragraph 2, and Article 57 of the Italian Consumer Code. The withdrawal request and refund must be made by sending an email to admin@how-r.com. The Provider will refund all payments received from the Client for the Services no later than 14 days from the day on which the Provider is informed of the Client's decision to withdraw from the contract. The refund will be carried out using the same means of payment used by the Client for the initial transaction unless expressly agreed otherwise.
9.4 The Services conclude with the Provider making the Report containing the user's test results available to the Client. The possibility of accessing the Services has no expiration after its purchase; however, the Provider reserves the unequivocal right to cease the provision of Services at any time, notifying the Client with at least 60 days' notice. In this case, if at the time of service cessation, the Client holds unused accesses to the Services, the Provider will refund the Client for the cost incurred based on the number of unused accesses. The Provider is not obliged to compensate the Client for any direct or indirect damages caused by the cessation of Services, and therefore, the Client expressly waives any claim for damages resulting from the cessation of Services by the Provider.
10. Amendments to the Terms and Conditions
10.1 The Provider reserves the right to make changes at any time to these Terms and Conditions, as well as to the terms and conditions of Service Orders. These changes will be communicated to the Client by email with a notice of at least 10 days, in case of changes in technical, economic, or contractual conditions imposed by third parties and/or resulting from the entry into force of new legislative or regulatory provisions, or the modification of existing provisions; the need to maintain an adequate level of service; or a change in the selling prices of services.
10.2 The Client agrees and accepts that this communication may also be made through General Notices to Users published on the Site.
11. Applicable Law, Jurisdiction, and Dispute Resolution
11.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Italy, without giving effect to any choice or conflict of law provision or rule.
11.2 Any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or the Services shall be instituted exclusively in the courts of Milan, Italy, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
11.3 For matters not expressly provided in these Terms and Conditions, explicit reference is made to the rules of the Italian Civil Code and EU community regulations regarding the provision of B2B services.
11.4 The Client consents to the use of computer and/or telematic records made by the Provider and/or its suppliers as evidence in any legal context or before a competent authority. These records will be used as evidence in accordance with the provisions established in these Terms and Conditions. In particular, the parties may rely on such records as suitable evidence to demonstrate the existence of relationships and/or acts that may be the subject of controversy.
11.5 The parties agree that any dispute arising in relation to the Service Agreement with the Provider, including those concerning its validity, interpretation, execution, and resolution, and the acts deriving from it, including any claims for damages, will be submitted to the Mediation Procedure of ADR Piemonte in Vercelli, Italy, in accordance with its Mediation Rules, before initiating any judicial proceedings.
12. Final Provisions
12.1 The purchase of Services cannot be considered in any way as a license or loan under Article 1803 of the Italian Civil Code.
12.2 The Client acknowledges that the acceptance of these Terms and Conditions has occurred on an equal bargaining basis with the Provider and, therefore, expressly excludes that they should be subject to the discipline of unfair clauses under Articles 1341 and 1342 of the Italian Civil Code.
12.3 In case of discrepancies between the Italian version of these Terms and Conditions and any translations, the Italian version shall prevail.
12.4 The Client also acknowledges and accepts that, for international Clients, these Terms and Conditions have been prepared in English for the sole purpose of facilitating understanding. In case of interpretation problems or disputes for international contracts, the Italian version of the contract shall prevail.
12.5 Consultant Users are responsible for ensuring their use of the Services complies with any agreements or obligations they have with their Clients. The Provider is not responsible for any breach of such agreements or obligations by Consultant Users.
Last update: 7/11/2024