Termeni de Serviciu

These Terms of Service ("Agreement") govern your access to and use of the software products, cloud services, APIs, SDKs, and websites (collectively, "Services") provided by Altovar S.r.l. (P.IVA IT03086750993) ("Altovar", "we", "us", or "our"), a company incorporated in Italy and operating under the laws of the European Union.

By creating an account, accessing or using the Services, clicking "I agree", or by executing an Order Form that references this Agreement, you ("Customer", "you") confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. If you are accepting on behalf of a legal entity, you represent and warrant that you have full legal authority to bind that entity.

Dacă nu sunteți de acord cu acești Termeni, nu trebuie să accesați sau să utilizați Serviciile.

This Agreement must be read together with our Privacy Policy and Cookie Policy, which form an integral part of this Agreement and are incorporated herein by reference. In the event of any conflict between this Agreement and those documents, this Agreement prevails except with respect to matters expressly governed by those documents.

The following definitions apply throughout this Agreement:

"Acord" means these Terms of Service together with the Privacy Policy, Cookie Policy, any Order Form, and any Data Processing Agreement executed between the parties.

"Date ale clientului" means all data, content, and information submitted to or processed through the Services by Customer or its Authorised Users, including personal data as defined under GDPR.

"Utilizator Autorizat" means an individual who is authorised by Customer to access and use the Services under Customer's account, such as an employee, contractor, or agent of Customer.

"Informații Confidențiale" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical data, business plans, pricing, and Customer Data.

"Documentație" means the technical and functional documentation for the Services made available by Altovar at docs.altovar.net or otherwise provided in writing.

"Formular de comandă" means any written or electronic order document, purchase order, or online sign-up form describing the Services to be provided, applicable subscription tier, fees, and any special terms agreed between the parties.

"Perioadă de Abonament" means the monthly or annual period during which Customer is licensed to use the Services, as indicated in the Order Form or selected at the time of purchase.

"Drepturi de proprietate intelectuală" means all patents, copyright, moral rights, trademarks, trade secrets, database rights, design rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Sub-processor" means any third-party data processor engaged by Altovar to process Customer Data on its behalf.

"Force Majeure Event" has the meaning given in Section 18.

Vârsta și capacitatea: You must be at least 18 years of age, or the age of legal majority in your jurisdiction, to create an account or use the Services. Our Services are not directed at minors under the age of 16. If we become aware that a minor has registered without parental consent, we will promptly close the account and delete associated data.

Capacitate juridică: By accepting this Agreement, you represent that you have full legal capacity to enter into binding contracts. If you are a consumer, all mandatory consumer protections under EU and Italian law apply in full.

Utilizare comercială: The Services are primarily designed for professional, commercial, and business use. Where you use the Services in a non-commercial capacity as a consumer, additional protections under the Italian Consumer Code (D.lgs. 206/2005) and applicable EU consumer directives apply and cannot be excluded or limited.

Înregistrare corectă: You must provide accurate, current, and complete information during registration. You agree to promptly update your account information to keep it accurate and complete. Providing materially false information is a breach of this Agreement and may result in immediate account termination.

Securitatea contului: You are solely responsible for maintaining the security and confidentiality of your login credentials. You must not share credentials with unauthorised persons. You accept full responsibility for all activities that occur under your account. You must notify us immediately at [email protected] if you suspect any unauthorised access, credential compromise, or security incident affecting your account.

Un cont pe entitate: Each individual or legal entity may maintain only one free account. Operating multiple free accounts to circumvent subscription limits is a breach of this Agreement.

Altovar provides a comprehensive suite of software products and cloud services, including but not limited to:

Gestionarea identității și accesului (Auris): Enterprise-grade authentication, authorisation, Single Sign-On (SSO), Multi-Factor Authentication (MFA), fine-grained access control (FGA), audit logging, and identity lifecycle management. Compliant with OAuth 2.0, OpenID Connect, SAML 2.0, and SCIM 2.0.

Platformă business: Integrated ERP modules (accounting, invoicing, inventory), CRM, customer helpdesk, cloud infrastructure management, analytics dashboards, and workflow automation tools designed for SME and enterprise customers.

Productivitate și comunicare: Desktop email client (Meridian), remote desktop access (Delta), real-time secure messaging (Echo), document platform (Sigil), and integrated office suite (Altovar Docs).

Instrumente de securitate și conformitate: Endpoint detection and monitoring (Vigilante), VPN and network access controls, email archiving (Ravelin), vulnerability scanning, and compliance reporting aligned with GDPR, NIS2, and ISO 27001 controls.

Servicii pentru Dezvoltatori și Integrări: REST APIs, webhooks, SDKs for multiple languages, Model Context Protocol (MCP) server for AI agent integration, single-tenant deployments, and self-hosted installation options.

Servicii profesionale: Onboarding, migration assistance, custom development, and dedicated support tiers available under separate Order Forms.

The specific features, capabilities, and limits of each Service are described in the applicable Documentation and Order Form. Altovar reserves the right to modify, add, or discontinue features with reasonable notice as set out in Section 23. We will not materially reduce the core functionality of a paid Service during a prepaid Subscription Period without providing a pro-rata refund or a suitable replacement.

You agree to use the Services only for lawful purposes and in accordance with this Agreement. You are responsible for ensuring that all Authorised Users comply with this section.

Activități interzise — nu trebuie să utilizați Serviciile pentru:

— Violate any applicable law, regulation, or mandatory standard, including EU law, Italian law, GDPR, NIS2 Directive, and the laws of your own jurisdiction;
— Infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, personality rights, or other rights of any person or entity;
— Transmit, store, or process Customer Data in a manner that violates GDPR, ePrivacy Regulation, or any other applicable data protection framework;
— Send unsolicited commercial messages (spam), phishing communications, malware, ransomware, or engage in any deceptive or fraudulent practice;
— Attempt to gain unauthorised access to any Altovar or third-party system, network, account, or data, including via brute force attacks, credential stuffing, session hijacking, SQL injection, cross-site scripting, or exploitation of known or unknown vulnerabilities;
— Perform or facilitate denial-of-service attacks, load testing without prior written consent, or any other activity that degrades or disrupts the Services for other users;
— Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except as expressly permitted by mandatory applicable law (Art. 6 Directive 2009/24/EC on software interoperability);
— Use the Services to develop a competing product or service by extracting competitive intelligence, training machine learning models on Altovar's proprietary outputs, or circumventing access restrictions;
— Resell, sublicence, or provide access to the Services to any third party not authorised under this Agreement;
— Engage in cryptocurrency mining, arbitrary computation, or any activity that consumes resources disproportionate to normal use;
— Upload or distribute content that is illegal, harmful, defamatory, discriminatory, or that violates any applicable law or the rights of others.

Aplicare: Altovar reserves the right to investigate potential violations, suspend access pending investigation, and permanently terminate accounts for confirmed breaches. Where legally required, we will report violations to competent authorities. Suspension for investigation does not constitute a waiver of fees.

IP-ul Altovar: All Intellectual Property Rights in and to the Services — including software, source code, object code, algorithms, architecture, user interfaces, documentation, trademarks, trade secrets, and any improvements, modifications, or derivative works thereof — are and remain the exclusive property of Altovar S.r.l. or its licensors. Nothing in this Agreement transfers any ownership rights to you.

Acordare de licență către Client: Subject to Customer's compliance with this Agreement and timely payment of all fees, Altovar grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the Subscription Period solely for Customer's internal business purposes and in accordance with the Documentation.

Proprietatea asupra datelor clientului: Customer retains all Intellectual Property Rights in Customer Data. Customer grants Altovar a limited, worldwide, non-exclusive, royalty-free licence to host, process, transmit, store, and display Customer Data solely as necessary to provide the Services and fulfil obligations under this Agreement.

Date agregate: Altovar may collect, process, and use aggregated and anonymised usage data derived from Customer's use of the Services (which does not identify Customer or any individual) for the purpose of improving the Services, developing new features, and publishing industry benchmarks. Such aggregated data remains the property of Altovar.

Feedback: If you provide suggestions, enhancement requests, ideas, or other feedback regarding the Services ("Feedback"), you grant Altovar a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, and commercialise that Feedback for any purpose without obligation to you. You waive any moral rights in the Feedback to the fullest extent permitted by law.

Componente open source: Certain components of the Services are licensed under open source licences (including AGPL, Apache 2.0, MIT). Nothing in this Agreement limits rights expressly granted under those licences. A SBOM (Software Bill of Materials) listing applicable open source licences is available on request at [email protected].

Mărci comerciale: You may not use Altovar's name, logo, or trademarks without prior written consent, except as necessary to identify Altovar as the supplier of the Services in truthful, factual statements.

Obligații: Each party ("Receiving Party") agrees to: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

Divulgare permisă: The Receiving Party may disclose Confidential Information only to its employees, contractors, advisors, and Authorised Users who need to know it for the purposes of this Agreement, provided they are bound by confidentiality obligations no less protective than those in this Section.

Excluderi: Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is disclosed pursuant to a mandatory court order, administrative request, or applicable law, provided the Receiving Party gives prompt prior written notice (to the extent legally permitted) and cooperates with efforts to seek a protective order.

Datele clientului: Without limiting the foregoing, Altovar treats all Customer Data as Confidential Information of Customer. Altovar will not sell, share, or rent Customer Data to any third party for their own commercial purposes. Access to Customer Data by Altovar personnel is restricted to what is necessary to provide the Services, and is subject to role-based access controls and audit logging.

Durată: Confidentiality obligations survive the termination or expiry of this Agreement for a period of 5 years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Niveluri de abonament: Paid Services are available in tiered subscription plans, billed monthly or annually as selected at the time of purchase or as specified in an Order Form. The features and limits of each tier are described in the applicable Documentation. Downgrading to a lower tier takes effect at the next renewal date.

Reînnoire automată: Subscriptions renew automatically at the end of each Subscription Period at the then-current pricing, unless cancelled at least 24 hours before the renewal date via account settings or by written notice to [email protected]. We will provide advance notice of renewal and applicable price at least 14 days before the renewal date for annual plans.

Modificări de preț: We may change pricing with 30 days' prior written notice for existing customers. For prepaid annual subscriptions, price changes take effect at the next renewal. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

Procesarea plăților: Payments are processed by Stripe (EU-hosted infrastructure). By providing payment details, you authorise Altovar to instruct Stripe to charge your payment method for the applicable subscription fees on a recurring basis. You must ensure your payment details are accurate and up to date. Altovar does not store your card details.

Taxe și TVA: All prices are exclusive of VAT and applicable taxes unless otherwise stated. VAT is applied at the rate required by EU Directive 2006/112/EC based on your location. B2B customers with a valid EU VAT number may be exempt from VAT under the reverse charge mechanism. You are responsible for any local taxes applicable in your jurisdiction beyond EU VAT.

Facturi și litigii: Electronic invoices are issued monthly or annually as applicable and are available in your account portal. Invoices are deemed accepted unless disputed in writing within 14 days of the invoice date. Invoice disputes must be submitted to [email protected] with a description of the dispute.

Plată întârziată: Overdue invoices (beyond 30 days from the due date) will incur statutory interest at the rate prescribed by D.lgs. 231/2002 (Legislative Decree implementing Directive 2011/7/EU on combating late payment). After 15 days of non-payment following written reminder, Altovar reserves the right to suspend access to the Services until the outstanding balance is paid in full. Suspension for non-payment does not terminate the Agreement or relieve Customer of its obligation to pay accrued fees.

Rambursări: We do not offer refunds for partial subscription periods, except: (a) where required by applicable consumer protection law; (b) upon exercise of the right of withdrawal described below; or (c) where a service failure attributable solely to Altovar has rendered the Services materially unusable for a continuous period exceeding 72 hours during a billing period, in which case we will issue a pro-rata credit at our reasonable discretion.

Dreptul de retragere (consumatori): If you are a consumer as defined under D.lgs. 206/2005, you have the right to withdraw from this Agreement within 14 days of subscription without giving any reason (diritto di recesso). To exercise this right, contact [email protected]. If you have requested performance of the Services during the withdrawal period, you may be charged for Services actually provided up to the point of withdrawal on a pro-rata basis.

Perioade de probă gratuite: Altovar may offer free trial access to paid Services for a limited period. During a free trial, the Services are provided "as is" without any SLA commitments, support obligations, or warranty of any kind. At the end of the trial period, unless you subscribe to a paid plan, your access will be suspended and your data will be retained for 30 days before permanent deletion, giving you time to export your data.

Cerință privind cardul de credit: Some trial offers require a valid payment method on file. If a payment method is required, we will notify you in advance before any charge is made. You may cancel before the trial ends to avoid any charge.

Conturi gratuite: Where Altovar offers a permanently free tier, access is subject to the usage limits and feature restrictions described in the Documentation. Altovar may modify or discontinue the free tier with 60 days' notice. Continued use of the free tier is conditional on compliance with this Agreement and the Acceptable Use Policy.

Funcționalități beta și preview: Altovar may make available features designated as "beta", "preview", "experimental", or "early access" ("Beta Features"). Beta Features: (a) may not be fully functional or production-ready; (b) may contain errors or security vulnerabilities; (c) are provided without any SLA or warranty; (d) may be discontinued at any time without notice; and (e) should not be used to process production data without appropriate precautions. Your use of Beta Features is at your sole risk.

Prețuri promoționale: Any promotional or discounted pricing is valid for the period stated in the applicable promotion and does not automatically renew at the promotional rate unless otherwise specified. Promotional offers cannot be combined with other discounts or applied retrospectively.

Angajament de disponibilitate: Altovar targets 99.5% monthly uptime for core SaaS Services ("Uptime SLA"), measured as the percentage of minutes in a calendar month during which the Services are available and functioning within normal parameters, excluding Scheduled Maintenance and Excluded Events defined below.

Calculul uptime-ului: Uptime % = ((Total minutes in month − Downtime minutes) / Total minutes in month) × 100. "Downtime" means a period during which the Services are entirely unavailable to all users. Partial feature degradation affecting non-core functionality does not constitute Downtime for purposes of this SLA.

Mentenanță programată: Altovar will provide at least 48 hours' prior notice of scheduled maintenance that may cause unavailability. Emergency maintenance required to address a security vulnerability may be performed with shorter or no notice; we will notify you as promptly as practical. Maintenance windows are published on our status page at status.altovar.net. Maintenance periods do not count as Downtime.

Credite de servicii — dacă uptime lunar scade sub SLA:
— 99.0%–99.5%: 10% credit on affected month's fee
— 95.0%–99.0%: 25% credit on affected month's fee
— Below 95.0%: 50% credit on affected month's fee

Credits must be claimed within 30 days of the relevant month via written notice to [email protected]. Service credits are applied against future invoices and represent Customer's sole remedy for Uptime SLA breaches, except where caused by gross negligence or wilful misconduct.

Evenimente excluse: The Uptime SLA does not apply to unavailability caused by: (a) Customer's actions or inactions; (b) Force Majeure Events; (c) third-party service failures outside Altovar's reasonable control; (d) free trial or free tier accounts; (e) Beta Features.

Comunicări despre incidente: Altovar maintains a public status page at status.altovar.net. Material incidents will be communicated within 30 minutes of detection, with updates at least every 2 hours during the incident, and a post-incident report published within 5 business days.

Măsurile de securitate Altovar: Altovar implements and maintains appropriate technical and organisational security measures commensurate with the risk of processing, including:

— Encryption of data in transit using TLS 1.2 or higher, and encryption of sensitive data at rest using AES-256 or equivalent;
— Role-based access control (RBAC) and the principle of least privilege for all personnel accessing production systems;
— Multi-factor authentication (MFA) mandatory for all staff with access to production infrastructure;
— Regular penetration testing and vulnerability assessments by qualified third parties;
— A formal information security management framework aligned with ISO 27001 principles;
— A documented incident response and business continuity plan;
— Background screening and security awareness training for all personnel with access to Customer Data;
— Physical access controls for data centre facilities operated or contracted by Altovar.

Responsabilitățile de securitate ale clientului: Customer is responsible for: (a) configuring the Services securely in accordance with the Documentation; (b) ensuring Authorised Users use strong, unique passwords and enable MFA where available; (c) controlling and auditing access rights for Authorised Users, including promptly revoking access for departing personnel; (d) protecting API keys, tokens, and credentials from unauthorised access; (e) promptly applying security patches and updates in self-hosted deployments.

Incidente de securitate: In the event of a confirmed personal data breach affecting Customer Data, Altovar will notify Customer without undue delay and in any case within 72 hours of becoming aware of the breach, in accordance with Art. 33 GDPR. Notification will include: the nature of the breach; categories and approximate number of data subjects affected; categories and approximate number of records affected; likely consequences; and measures taken or proposed to address the breach.

Dezvăluirea vulnerabilităților: If you discover a security vulnerability in our Services, please report it responsibly to [email protected]. We will acknowledge receipt within 3 business days and remediate confirmed vulnerabilities within a reasonable timeframe. We publicly credit reporters with their consent.

Roluri în temeiul GDPR: Where Customer submits personal data to Altovar in connection with the Services:
— Customer acts as the operator de date (titolare del trattamento), determining the purposes and means of processing;
— Altovar acts as the operator de date (responsabile del trattamento), processing Customer Data on Customer's behalf and in accordance with Customer's documented instructions.

Acord de prelucrare a datelor: The processing of personal data by Altovar on Customer's behalf is governed by a Data Processing Agreement (DPA) that complies with Art. 28 GDPR. For Business and Enterprise plan customers, the DPA is embedded in the Order Form. For other customers, the DPA is available on request at [email protected]. Where the DPA is not separately executed, acceptance of this Agreement constitutes acceptance of Altovar's standard DPA terms.

Instrucțiuni de procesare: Altovar will process Customer Data only in accordance with Customer's documented instructions, this Agreement, and applicable law. If Altovar is required to process Customer Data for other reasons under EU or Italian law, Altovar will inform Customer before processing unless prohibited by law on grounds of public interest.

Subprocesatori: Customer provides general authorisation for Altovar to engage Sub-processors. A current list is maintained at altovar.net/legal/sub-processors. Altovar will notify Customer of any intended addition or replacement of Sub-processors with at least 14 days' notice. Customer may object within 14 days on reasonable grounds; if the parties cannot resolve the objection, Customer may terminate the affected Services with a pro-rata refund.

Reședința datelor în UE: All Customer Data is stored and processed exclusively on infrastructure located within the European Economic Area (EEA). Altovar does not transfer Customer Data outside the EEA without appropriate safeguards in place (Standard Contractual Clauses, adequacy decision, or equivalent).

Obligațiile operatorului clientului: Customer is solely responsible for ensuring it has a valid legal basis under GDPR for processing the personal data it submits to the Services, for obtaining all necessary consents from data subjects, and for fulfilling its own controller obligations.

Practicile de confidențialitate ale Altovar: For personal data collected by Altovar through its own websites, marketing activities, and account registration, Altovar acts as data controller. This is governed by Altovar's Privacy Policy.

Integrări terțe părți: The Services may integrate with or enable connections to third-party products, services, APIs, or platforms ("Third-Party Services"). Altovar does not endorse, control, or accept responsibility for any Third-Party Services. Your use of Third-Party Services is governed by their own terms and privacy policies, which you should review before enabling an integration.

Partajarea datelor cu terțe părți: When you enable a third-party integration, you authorise Altovar to share the data necessary to operate that integration with the relevant third party. Altovar is not responsible for the security or data practices of Third-Party Services once data has been transmitted to them in accordance with your instructions.

Marketplace și pluginuri: Altovar may offer a marketplace or app directory where third-party developers can publish integrations. Third-party plugins are not developed, reviewed, or warranted by Altovar. Use of third-party plugins is at your own risk. Altovar reserves the right to remove plugins from its marketplace at any time for security, legal, or policy reasons without liability.

Procesator de plăți: Payment services are provided by Stripe (EU-hosted). By using paid Services, you agree to Stripe's applicable terms and privacy policy. Altovar is not responsible for Stripe's actions or omissions.

Linkuri către site-uri web externe: Our websites may contain links to third-party websites for informational purposes. We are not responsible for the content, accuracy, or privacy practices of those sites. Visiting linked sites is at your own risk.

Licență API: Subject to this Agreement, Altovar grants you a limited, non-exclusive, non-transferable, revocable licence to access and use Altovar's APIs ("APIs") solely to develop, test, and operate applications that interoperate with the Services for your internal or commercial purposes.

Chei API și credențiale: You are responsible for keeping your API keys, access tokens, and credentials secure. Do not embed credentials in client-side code, public repositories, or any location where they could be exposed to third parties. If you believe your credentials have been compromised, rotate them immediately and notify us at [email protected].

Limite de rată: API usage is subject to rate limits as described in the Documentation. Exceeding rate limits may result in your requests being throttled or rejected. Attempting to circumvent rate limits is a violation of the Acceptable Use Policy.

Versiunea API și dezafectarea: Altovar maintains versioned APIs. We will provide at least 90 days' notice before deprecating or making breaking changes to a generally available API version. Beta API versions may be deprecated with shorter notice.

Obligațiile dezvoltatorilor: When building applications using our APIs, you agree to: (a) comply with all applicable laws relevant to your application; (b) implement appropriate security controls to protect API credentials and any data retrieved; (c) not misrepresent the origin of API requests or impersonate other users; (d) provide your end users with a clear privacy policy describing how their data is used.

Server MCP: Access to Altovar's Model Context Protocol (MCP) server for AI agent integration is subject to additional terms that may be published separately. AI-generated outputs obtained through the MCP server are provided without warranty and may require human review before acting upon them.

Garanții reciproce: Each party represents and warrants to the other that: (a) it has the full legal power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; (c) the entry into and performance of this Agreement does not violate any law, regulation, or agreement to which it is a party.

Garanțiile oferite de Altovar: Altovar warrants that: (a) the Services will perform materially in accordance with the applicable Documentation during the Subscription Period; (b) it will implement and maintain commercially reasonable security measures as described in Section 11; (c) it will not knowingly introduce malware, spyware, backdoors, or other malicious code into the Services; (d) it has all rights, licences, and consents necessary to provide the Services and grant the licences described in this Agreement; (e) it will process Customer Data only in accordance with this Agreement and applicable law.

Garanțiile clientului: Customer represents and warrants that: (a) it has all rights, consents, and licences necessary to submit Customer Data to the Services; (b) Customer Data does not infringe any third-party Intellectual Property Rights; (c) it will comply with all applicable laws in connection with its use of the Services; (d) it will not use the Services to process data of minors under 16 without appropriate legally valid authorisation.

Precizări juridice: EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. Nothing in this disclaimer limits your statutory rights as a consumer or any warranty that cannot be excluded by law.

Excluderea daunelor indirecte: To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, arising out of or in connection with this Agreement or the use of (or inability to use) the Services, even if the party has been advised of the possibility of such damages.

Limitarea răspunderii: To the maximum extent permitted by applicable law, Altovar's total aggregate liability to Customer arising out of or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by Customer to Altovar in the 12 calendar months immediately preceding the event giving rise to the claim. For free accounts and trial periods, Altovar's total liability is limited to €100.

Excepții — limita nu se aplică pentru:
— Death or personal injury caused by Altovar's negligence;
— Fraud or fraudulent misrepresentation by Altovar;
— Altovar's gross negligence or wilful misconduct;
— Altovar's indemnification obligations under Section 17;
— Any liability that cannot be limited or excluded under applicable mandatory law;
— Altovar's breach of its confidentiality obligations under Section 7 with respect to Customer Data.

Baza acordului: The parties acknowledge that the limitations of liability set out in this Section reflect a reasonable and fair allocation of risk in light of the pricing of the Services, and shall apply regardless of any failure of essential purpose of any limited remedy.

Drepturile consumatorilor (obligatorii): If you are a consumer under applicable EU or Italian law, mandatory consumer protection rights — including your rights under D.lgs. 206/2005 and EU Directive 2019/771 — are fully preserved and cannot be excluded or limited by this Agreement.

Altovar despăgubește Clientul: Altovar will defend Customer against any third-party claim alleging that the Services, as provided by Altovar and used in accordance with this Agreement, infringe any EU or Italian Intellectual Property Right, and will indemnify Customer for all damages, costs, and reasonable legal fees finally awarded or agreed in settlement by Altovar. This obligation does not apply to claims arising from: (a) modification of the Services by Customer; (b) combination with third-party products not approved by Altovar; (c) use other than in accordance with the Documentation; or (d) Customer Data.

Clientul despăgubește pe Altovar: Customer will defend and indemnify Altovar, its directors, officers, employees, and agents against any third-party claims, damages, costs, and reasonable legal fees arising from: (a) Customer's breach of this Agreement; (b) Customer's violation of applicable law; (c) Customer Data infringing any third-party right; (d) Customer's use of the Services in violation of the Acceptable Use Policy; or (e) Customer's gross negligence or wilful misconduct.

Procedură: The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim (failure to notify does not relieve indemnifying party of its obligations except to the extent of actual prejudice); (b) grant the indemnifying party sole control over the defence and settlement (provided that any settlement does not impose any obligation on the indemnified party without its prior written consent); and (c) reasonably cooperate at the indemnifying party's expense.

Căi de remediere pentru încălcarea drepturilor de proprietate intelectuală: If any part of the Services becomes, or in Altovar's opinion is likely to become, subject to an IP infringement claim, Altovar may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the infringing portion; or (c) terminate the affected Services and provide a pro-rata refund of prepaid fees.

Definiție: A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or delays performance of its obligations, including: acts of God; flood, drought, earthquake, storm, or other natural disaster; epidemic or pandemic declared by a competent authority; war, invasion, terrorist attack, riot, or civil unrest; action by a government or public authority including sanctions, embargoes, or changes in applicable law; strikes or industrial action (other than by that party's own employees); interruption or failure of the global internet or telecommunications networks not caused by that party; or actions or omissions of third-party suppliers outside that party's reasonable control.

Efect: A party affected by a Force Majeure Event ("Affected Party") is relieved of its obligations to the extent and for as long as performance is prevented or delayed, provided the Affected Party: (a) notifies the other party in writing as soon as reasonably practicable, describing the event, its expected duration, and the obligations affected; (b) uses commercially reasonable efforts to mitigate the effects and to resume performance as soon as possible; and (c) keeps the other party regularly informed of progress.

Obligații de plată: Force majeure does not excuse Customer's obligation to pay fees for Services actually provided before the Force Majeure Event arose.

Forță majoră prelungită: If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected portion of this Agreement by written notice, with a pro-rata refund of any prepaid fees for Services not yet delivered.

Durată: This Agreement commences when you first access the Services (or, if earlier, when you accept these Terms) and continues until all Subscription Periods have expired or the Agreement is terminated as provided herein.

Reziliere de către Client pentru motive de conveniență: Customer may cancel its subscription at any time by: (a) deactivating the account through account settings; or (b) sending written notice to [email protected]. Cancellation takes effect at the end of the current Subscription Period. No partial refunds are issued for the remaining period, except as provided for the consumer right of withdrawal in Section 8 or Force Majeure Events in Section 18.

Reziliere de către Altovar din motive de conveniență: Altovar may terminate this Agreement with 60 days' prior written notice. In such case, Altovar will provide a pro-rata refund of prepaid fees for the unexpired Subscription Period.

Reziliere pentru neconformitate: Either party may terminate with immediate effect if the other party: (a) materially breaches this Agreement and fails to remedy the breach within 30 days of receiving written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, is declared bankrupt, or ceases to trade.

Consecințele încetării:
(a) All licences granted under this Agreement immediately terminate;
(b) Customer may export or retrieve Customer Data for 30 days after the termination date. Altovar will maintain Customer Data in read-only, exportable form during this period;
(c) Altovar will securely delete Customer Data within 60 days after the export period ends, except where retention is required by applicable law;
(d) Each party must promptly return or destroy the other party's Confidential Information;
(e) All accrued payment obligations survive termination.

Portabilitatea datelor: Upon request and for a period of 60 days after termination, Altovar will provide Customer Data in a structured, commonly used, machine-readable format (JSON, CSV, or as applicable) to facilitate migration to another provider. Export of large or complex data sets may be subject to reasonable professional services fees.

Controale la export: The Services and related technical data may be subject to export control laws and regulations, including EU Dual-Use Regulation (EU) 2021/821 and applicable national law. You agree to comply with all applicable export and import control laws and regulations in connection with your use of the Services. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to applicable export embargo, and that you are not listed on any restricted persons list.

Conformitate cu sancțiunile: Neither party may use the Services in violation of any applicable sanctions laws or regulations, including those administered by the EU, the UN Security Council, and the Office of Foreign Assets Control (OFAC). Customer is responsible for screening its Authorised Users and Customer Data against applicable sanctions lists.

Reglementări specifice sectorului: If Customer operates in a regulated sector (healthcare, financial services, critical infrastructure), Customer is solely responsible for ensuring its use of the Services complies with applicable sector-specific regulations (including DORA, MiFID II, NIS2 Directive requirements for operators of essential services). Altovar will provide reasonable cooperation and documentation to assist Customer in fulfilling its regulatory obligations upon written request.

Anti-mită și corupție: Each party shall comply with all applicable anti-bribery and anti-corruption laws, including D.lgs. 231/2001, and shall not engage in any corrupt practice in connection with this Agreement.

Atribuirea de către Client: Customer may not assign, transfer, delegate, or sublicence any of its rights or obligations under this Agreement without Altovar's prior written consent, which shall not be unreasonably withheld. Any purported assignment in violation of this Section is void.

Cesiune de către Altovar: Altovar may assign this Agreement: (a) to an Altovar affiliate; (b) in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of Altovar's assets or business — provided that: (i) the assignee assumes all of Altovar's obligations; (ii) Customer is notified in writing at least 30 days in advance; and (iii) if the assignment involves a change of data residency for Customer Data, Customer has the right to terminate the affected Services with a full pro-rata refund.

Subcontractare: Altovar may subcontract performance of parts of the Services to qualified third parties (including Sub-processors under Section 12) provided Altovar remains primarily responsible for the performance of the Services.

Efect obligatoriu: This Agreement is binding on and inures to the benefit of each party and its respective lawful successors and permitted assigns.

Legea aplicabilă: This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of the Republic of Italy and applicable European Union law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Negociere de bună-credință: Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute by escalation to senior management of each party. A party must send written notice of the dispute and the parties must negotiate in good faith for at least 30 days before either party may initiate formal proceedings (unless interim relief is urgently required).

Jurisdicție (B2B): Subject to the good faith negotiation requirement, all disputes arising from or in connection with this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Milan (Tribunale di Milano), Italy.

Rezolvarea litigiilor consumatorilor: If you are a consumer within the EU, you retain the right to bring proceedings in the courts of your country of residence. You may also use the European Commission's Online Dispute Resolution (ODR) platform at ec.europa.eu/consumers/odr. Our ODR contact address is [email protected].

Drepturile consumatorilor (obligatorii): Nothing in this Section limits your rights as a consumer under Italian mandatory law, including the right of withdrawal (diritto di recesso) under D.lgs. 206/2005, Art. 49–67.

Reparare prin ordonanță: Notwithstanding the above, either party may seek immediate injunctive or equitable relief from any court of competent jurisdiction to prevent the breach or threatened breach of its Intellectual Property Rights or Confidential Information obligations, without the requirement of posting a bond.

Modificări substanțiale: Altovar may update these Terms of Service at any time. For material changes — meaning changes that significantly affect your rights or obligations — we will provide at least 30 days' prior notice via email to your registered account address and by posting a prominent notice within the Services or on our website. Changes required by applicable law may take effect immediately.

Modificări nesubstanțiale: For non-material changes (such as editorial corrections, clarifications, or restructuring of sections without affecting substance), we may update these Terms without prior notice, and the updated version will be posted with a revised "Last updated" date.

Istoric al versiunilor: We maintain an accessible archive of previous versions of these Terms. If you wish to review a previous version, contact [email protected].

Acceptarea modificărilor: Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of those Terms. If you do not accept the updated Terms, you may terminate your account before the effective date; we will provide a pro-rata refund of any prepaid fees for the unexpired Subscription Period as your sole remedy.

Acordul integral: This Agreement, together with the Privacy Policy, Cookie Policy, any Order Form, and any DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings, representations, and agreements, whether oral or written.

Ordinea priorității: In the event of any conflict: (1) any executed Order Form; (2) any executed Data Processing Agreement; (3) these Terms of Service; (4) the Privacy Policy; (5) the Cookie Policy.

Divizibilitate: If any provision of this Agreement is held illegal, invalid, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions continue in full force and effect.

Renunțare: Failure or delay by either party to exercise any right or remedy does not constitute a waiver of that right or remedy. A waiver is only effective if in writing and signed by the waiving party.

Relația dintre părți: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on its behalf.

Notificări: All notices under this Agreement must be in writing. Notices to Altovar must be sent to [email protected] or by registered post to Altovar S.r.l. (P.IVA IT03086750993), Italy. Notices to Customer will be sent to the email address registered on Customer's account. Notices are deemed received: (a) immediately when delivered by email (unless a delivery failure notification is received); or (b) 2 business days after sending by registered post.

Limba: This Agreement is drafted in English. Where Altovar provides a translated version for convenience, the English version prevails in case of any inconsistency, unless otherwise required by mandatory applicable law.

Fără beneficiari terți: This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing herein confers any rights or remedies on any third party.

For questions about these Terms of Service, contractual matters, legal notices, or to exercise any rights described in this Agreement, please contact us through the appropriate channel below:

Solicitări generale: [email protected]
Aspecte juridice și contractuale: [email protected]
Dispute de facturare și facturi: [email protected]
Solicitări privind confidențialitatea și DPO: [email protected]
Vulnerabilități de securitate: [email protected]
Asistență tehnică: [email protected]

Operator: Altovar S.r.l. (P.IVA IT03086750993), Italy (European Union)
Autoritatea de supraveghere: Garante per la protezione dei dati personali — garanteprivacy.it
Platformă ODR (consumatori UE): ec.europa.eu/consumers/odr

We aim to acknowledge all legal and contractual enquiries within 3 business days and to provide a substantive response within 14 business days. For urgent matters, please mark your subject line "URGENT — LEGAL".