Introduction

These general terms and conditions for Glickon Services (the “General Terms and Conditions”) regulate the supply of products or services by Glickon S.p.A. (“Glickon”) to each customer (“Customer”), which has placed an order for the supply of Glickon Services (“Order”). As specified in the Order, the General Terms and Conditions shall constitute an integral part of each Order and be incorporated into such. The Customer and Glickon are each a “Party” and together the “Parties”. Where not otherwise defined, capitalised terms, including those used on the Order, shall have the meaning set out below. These General Terms and Conditions are stipulated by and between Glickon and the Customer, as defined and indicated below, and they must be fully accepted in order to allow for use of the Glickon Platform and the Services supplied by Glickon, as better defined below.

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1. Definitions

1.1 The expressions listed below have the meanings given alongside each. It is, moreover, specified that each term defined shall apply to both its singular and plural form. Any other expression defined elsewhere in the General Terms and Conditions has the meaning assigned it there.

1.2 “Account” means one or more holders of personalised credentials by which to access the Dashboard;

1.3 “Challenge” means the challenge, based on Glickon Tests, inserted onto the Platform directly by Glickon, in which all Users can take part, alone or in competition, aimed at assessing knowledge of a given subject matter;

1.4 “Business Challenge” means a section of the Platform, organised by the Customer, which may include Contents and Tests, so as to engage Users in fulfilling a Business Purpose;

1.5 “Customer” means the company or legal entity accepting these General Terms and Conditions at the time of placing the Order;

1.6 “Company Page” means the Customer profile page onto which the Contents can be inserted, aimed at fulfilling the Business Purpose on the Platform;

1.7 “Conditions for Use of the Platform” means the terms and conditions governing use of the Platform by the User, as described at the following URL https://www.glickon.com/en/platform/terms-and-conditions;

1.8 “Contents” means, merely by way of example, text, images, graphics, video, audio uploaded onto the Platform and used by the Customer to engage Users and/or assess their competences during the fulfilment of a Business Purpose. These Contents can be created by the Customer (“Customer Contents”) or by Glickon (“Glickon Contents”);

1.9 “Price” means the amount paid by the Customer to access the Platform or use the Services supplied by Glickon in accordance with the General Terms and Conditions and the Order;

1.10 “Dashboard” means the management platform that allows the Customer to modify the Company Page, autonomously create/insert Contents and display the Results;

1.11 “Glickon” means Glickon S.p.A., Italian company with registered office in Milan, at via Nino Bixio 7, 20129 Milan, VAT no./tax code/registration no. with Milan Companies House 08573820969;

1.12 “API Integration” means a set of programming standards and instructions for accessing and integrating the Glickon Platform and Dashboard into the Customer’s management system/database;

1.13 “LIVE Game” means a quiz game in which the LIVE User is invited to take part using the Platform at the following URL: live.glickon.com;

1.14 “White Label Mode” allows the Customer to benefit from Glickon Services through a reserved version of the Platform, which is therefore intended for use only by Private Users;

1.15 “Nickname” is a fictitious name chosen by a LIVE User that allows him/her to take part in the LIVE Game without needing to provide any personal data;

1.16 “Order” is any order form for the supply of Glickon Services signed by the Parties. Each Order contains the commercial agreement between Glickon and the Customer and established, by way of example: the type of Services, duration and Price of the related supply, as well as all and any related special conditions. Each Order shall incorporate the General Terms and Conditions and is subject to the provisions set out therein;

1.17 “Platform” means the “Glickon” platform accessible from the URL https://www.glickon.com, on which a community of Users/LIVE Users is engaged by Glickon or the Customer on specific Contents and where they are assessed through entertaining activities. Users can carry out Tests for fun only or to take part in Business Challenges launched by the Customer. The Platform is available in a desktop version, which can be accessed via the most common web browsers (Google Chrome v24 or better, Safari v9 or better, Firefox v23 or better, Internet Explorer v11 or better);

1.18 “Privacy Policy” means the Glickon Privacy Policy available at the following URL: https://www.glickon.com/en/platform/privacy;

1.19 “Reference Person” means the natural person appointed by the Customer through the Order to receive the access credentials to the Customer’s Accounts and to whom all official communications shall be addressed;

1.20 “Reports” are the output of the analyses, management and archiving of data aimed at providing a description and prediction on the basis of the information collected during the User’s activities on the Platform;

1.21 “Results” means the following information of each User, to the extent supplied by said User: score obtained in the Challenge/Business Challenge, electronic documents, audio/video files and personal information such as: name, surname, date of birth, place of residence, qualification, e-mail address, telephone number and CV;

1.22 “LIVE Game Results” means the information on the game and personal data of each LIVE User, including name, surname, e-mail address and telephone number;

1.23 “Business Purpose” means the activities for which the Platform can be used by the Customer, including, merely by way of example, employer branding, talent acquisition, onboarding, training & development, internal communication and events;

1.24 “Services” means the services included in the Customer’s Order, of those described in the Description of the Glickon Services, an updated list of which is made available by Glickon at the URL https://www.glickon.com/en/documents/terms-of-services;

1.25 “Target Audience” means a Service offered and managed by Glickon, at the request of the Customer, consisting of the promotion of the Corporate Page and Business Challenges of the Customer on social networks and/or other promotional channels chosen by the Customer;

1.26 “Test” means a series of questions and answers that cover various themed areas, aimed at verifying the level of knowledge of a subject. Each Test may be associated with a Challenge/Business Challenge and may be created autonomously by the Customer (a “Customer Test”) or by Glickon (a “Glickon Test”);

1.27 “User” means any natural person using the Platform and its functions, whose data is supplied in accordance with the provisions of the Conditions for Use of the Platform and the Glickon Personal Data Processing Disclosure;

1.28 “LIVE User” means any natural person using the Platform to take part in a LIVE Game, without having access to the other Platform functions;

1.29 “Private User” means a User taking part in a Business Challenge in White Label Mode and who does not have access to the other Platform functions.

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2. Object

2.1 With the General Terms and Conditions, Glickon grants the Customer, in exchange for payment of a Price, the suitability of which is mutually acknowledged by the Parties, a licence guaranteeing a non-exclusive, non-transferable right to use the Platform and Services, only in the manner expressly permitted by the Platform and regulated by the same General Terms and Conditions.

2.2 The Customer must respect any technical limits as may be present on the Platform, without in any way altering the Platform. It is specifically understood that Glickon reserves all rights not specifically licensed in compliance with the General Terms and Conditions.

2.3 The licence granted in accordance with these General Terms and Conditions is valid worldwide.

2.4 It is agreed that the selection of candidates upon completion of a Business Challenge is the exclusive competence of the Client, which will apply any selection criteria it deems appropriate, with all contribution by Glickon in these selection processes, excluded.

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3. Intellectual property rights

3.1 The Customer acknowledges that all rights and titles of intellectual property over the Platform and Services supplied by Glickon Services in accordance with these General Terms and Conditions, in particular, but not only, over the Glickon Contents, the Glickon Tests, the Results and the Reports are, and shall remain, the property of Glickon Services and/or its licensors. No rights nor interests over such are transferred to the Customer.

3.2 In signing the General Terms and Conditions, the Customer acquires the perpetual, non-transferable right to use the Results and Reports of its Business Challenges, depending on the Service chosen each time in each Order. The Customer acquires no implicit licence to copy or reconstruct any part of the intellectual property of Glickon. Glickon specifically reserves the right to suspend the supply of the Service and access to its products each time there is even only a suspicion that, on behalf of the Customer or third parties with the consent of the Customer, the Services are being activated and/or used for any purpose relating to the monitoring, copying or testing of the Glickon Services or comparative analysis, not commissioned by Glickon itself, including, merely by way of example, reverse engineering or other similar actions in connection with any product or Service supplied by Glickon in accordance with these General Terms and Conditions, including the Platform, Glickon Contents and Glickon Tests.

3.3 In the event of Customer Contents or contents used in the LIVE Game, the Customer declares and warrants that it has all intellectual property rights over such Contents, in complete compliance with Italian and European legislation. The Customer will therefore be directly, exclusively and personally liable for any breach of third-party rights and will relieve Glickon and indemnify it from all liability for any direct or indirect damages deriving from the use of the Customer Contents.

3.4 In signing the General Terms and Conditions, Glickon acquires the non-exclusive, non-transferable right to use the Customer’s trademarks and/or logos, the Customer Contents and Customer Tests, exclusively in order to provide its Services.

3.5 In signing the General Terms and Conditions, the Customer authorises Glickon to include the Customer as reference (logo, Customer name, case history and screenshots) in its works portfolio (brochures, technical documentation, website), in relation to the project carried out in the fulfilment of one or more Orders, after sharing the contents with the Customer.

3.6 Glickon’s use of the trademarks, names, symbols and logos of the Customer under the scope of the publication and distribution of the Business Challenge through the Target Audience Service, is intended as approved by the Customer in signing the General Terms and Conditions.

3.7 In any case, authorisation to use the trademarks, names, symbols and logos is not definitive and can therefore always be revoked, with the Customer having the right to immediately remove any reproduction of such, on digital storage device/the web, as well as any reference as may be made to the Customer in the promotional, advertising and portfolio material, at no extra expense or burden to the Customer or Glickon.

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4. Personal data protection and ownership

4.1 In the event of the White Label Mode, in derogation to Article 3.1, Glickon will not be the owner of any intellectual property rights or title over the Results and Reports on the activities of Private Users; these shall therefore remain with the Customer.

4.2 In the event of the White Label Mode, the Customer is the sole Controller of the personal data of the Private User processed through the use of the Platform, while Glickon is Data Processor: the Controller appoints the Processor by separate deed, which constitutes an integral and substantive part of these General Terms and Conditions.

4.3 In the event of a LIVE Game service, in derogation to Article 3.1, Glickon will not be the owner of any intellectual property rights or title over the LIVE Game Results of the LIVE Users; these shall therefore remain with the Customer.

4.4 In the event of the White Label Mode, the Customer undertakes to provide Glickon with a disclosure on the processing of personal data to be published on the Platform, which must be displayed and, if necessary, accepted by the Private User before accessing said Platform. For lack of the text of the personal data processing disclosure, Glickon reserves the right to block access to the Platform by the Users.

4.5 In the event of White Label Business Challenge Mode, the Customer is the sole Controller of the personal data of the User processed through the use of the Platform, while Glickon is Data Processor: the Controller appoints the Processor by separate deed, which constitutes an integral and substantive part of these General Terms and Conditions.

4.6 In signing the General Terms and Conditions, the Customer declares and warrants that it complies with the application of all provisions of personal data protection laws, aiming to guarantee the data subject lawful, correct, transparent processing, with specific reference to the collection and processing of personal data carried out by means of the use of the Platform: the Customer will therefore be directly, exclusively and personally liable for any breach of third party rights and will relieve Glickon and indemnify it from all and any liability in respect of all direct and indirect damages deriving from the processing of personal data in connection with use of the Platform.

4.7 The Customer hereby authorises Glickon to proceed with the anonymisation and/or aggregation of the data of Private Users and to use such in this way, anonymous and/or aggregated, for purposes of analysing the function and improving the service (e.g. statistics, data on use) and to develop and supply other products and services to its customers and/or the market: in the event of proposals to the customer, its data may also only be in aggregate form; in all other cases, it must be made anonymous.

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5. Account

5.1 Depending on the agreed Service and Price, Glickon will issue the Customer with a variable number of Accounts. The credentials of each Account thus issued will be e-mailed to the Reference Person, who will then be responsible for any distribution within the Customer’s structure.

5.2 The Customer acknowledges that in order to be able to use the Platform, the Account will need to be validated; this will take place through using a username and password to be issued to the Reference Person after placing the Order.

5.3 The Customer undertakes not to publish and/or distribute to any third parties the usernames and passwords supplied by Glickon to access the Platform.

5.4 Responsibility for the activities carried out on the Dashboard (merely by way of example the uploading and/or amendment of the Contents), by the Customer’s Accounts, shall lie exclusively with the Customer.

5.5 The Customer must inform Glickon if it becomes aware of any access to or use of the Platform by any unauthorised third party, as soon as it discovers the breach.

5.6 The Customer hereby authorises Glickon (and its employees) to access the Accounts assigned to the Customer in order to create, amend or view the Contents and/or Text or what may be considered necessary in order to supply technical IT support to the Customer in use of the Platform.

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6. Target Audience

6.1 If the Customer should decide to avail itself of the Candidate Experience Service, Glickon may share the related Contents, uploaded to the Platform using any communication channel, including, by way of example, its community, social channels and job board partners.

6.2 If the Customer should have acquired the Target Audience Service, Glickon will e-mail the Customer the social networks and any other chosen promotional channels on which the promotional campaign is to be run.

6.3 The duration of the Target Audience Service will be decided by Glickon on the basis of the Customer’s specific demands.

6.4 Glickon will not in any case be liable for any inefficiencies and/or interruptions to the Target Audience activity for reasons for which it is not responsible.

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7. Prices: payment terms and conditions

7.1 The Prices due to Glickon for the concession of the licence to use the Platform and the supply of the Services are negotiated by the Parties and defined in each Order.

7.2 Unless otherwise negotiated by the Parties, the Prices will be invoiced upon placing the Order.

7.3 Unless otherwise negotiated by the Parties, the terms for making payment of the Prices are established as 30 days from the date of issue of the invoice.

7.4 The Prices will be paid by bank transfer to the bank account, details of which are given on the Order.

7.5 In the event of a delay of any payment due by virtue of any Order and these General Terms and Conditions, the Customer shall pay Glickon late payment interest in the amount of the legal rate pursuant to Art. 1284 of the Italian Civil Code.

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8. Duration

8.1 The duration of the licence to use the Platform and for the supply of the Services is as stated in each Order.

8.2 Said duration, in terms of the application of the General Terms and Conditions shall run from when both Parties sign each Order. Unless the Order has naturally expired or been terminated early in compliance with Article 14 of these General Terms and Conditions, the latter shall remain in effect until the expiry or termination of the last Order stipulated by and between the Parties.

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9. Guarantees

9.1 Within the maximum limits permitted by applicable law, Glickon shall not provide any guarantee in relation to the fitness of the Platform for a specific aim (including a guarantee of correct production function in accordance with Art. 1512 of the Italian Civil Code) nor indeed of the compatibility of the Platform with other programs and/or systems used by the Customer.

9.2 Within the limits permitted by applicable law, Glickon does not guarantee that the Platform will function uninterruptedly nor without error.

9.3 This Article shall survive any cessation of these General Terms and Conditions.

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10. Limit of liability

10.1 Glickon’s liability is strictly limited to the obligations pursuant to the General Terms and Conditions and Orders and, in any case, to the direct, foreseeable damages caused to the Customer, with the sole exception of neglect or wilful negligence on the part of Glickon.

10.2 Within the maximum limit permitted by applicable law, Glickon’s liability is excluded in regard to the Customer and third parties for any damage (including loss of data, business, profit, goodwill or other financial losses) deriving or relating to the Services supplied by Glickon and any cost as may be incurred by the Customer to procure replacement services. Glickon also refuses all liability in regard to the Customer for services supplied by third parties and any damages deriving from the improper or negligent use or function of the Platform.

10.3 The Customer undertakes to defend, relieve from liability and indemnify Glickon and its directors, employees and agents from any claim (merely by way of example damages, criminal, interest and legal costs) deriving directly or indirectly from the threatened or ascertained breach of third party rights in connection with any service supplied by the Customer in connection with the supply of the Services.

10.4 In economic terms, Glickon shall be liable up to the amounts effectively paid by the Customer in fulfilment of the Order, where Glickon should be held liable, in accordance with the limits set out under point 10.2 above. This same limit shall apply in the event of the liability of employees or collaborators of Glickon. This Article shall survive any cessation of these General Terms and Conditions.

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11. Service availability

11.1 Glickon establishes an uptime of 99.8% per year, and in any case no greater than that envisaged by the service levels of its suppliers for the server storage, hosting and carrier services necessary to the provision of the Services by Glickon. Glickon shall not in any way guarantee that the Services will be supplied uninterruptedly and with no discontinuation.

11.2 If the Customer should note a malfunction in the Services, it shall inform Glickon of such promptly, e-mailing support@glickon.com; this service is operative during office hours (Mon/Fri 09:00-18:00).

11.3 Glickon guarantees that the problem will be processed within 120 minutes of its being reported by the Customer in compliance with the provisions of the point above.

11.4 The report made by the Customer will be assessed by Glickon staff, who will respond appropriately to the Customer by telephone or e-mail.

11.5 If Glickon staff agree that the responsibility for the Service malfunction lies with Glickon, the downtime (time during which the service is not supplied) will be calculated as follows: (i) downtime of less than 15 minutes is excluded from the total calculation; (ii) downtime caused by failures or problems external to the network of the hosting service supplier or causes of force majeure or Act of God (merely by way of example: failures of the internet connection used by the Customer to connect to the server or failures in the carriers supplying connectivity) shall be excluded from the total calculation; (iii) routine maintenance works are generally scheduled from 00:00 to 06:00 on Saturdays and Sundays. Additional routine maintenance works entailing machine downtime in excess of 120 minutes are notified to the Customer at least 24 hours in advance of said downtime. However, without prejudice to the rule established in this Article, in the sole event that Glickon should not make said notification of service downtime, the period for which the Services are not supplied will be included in the calculation of total downtime.

11.6 Glickon guarantees the availability of the Services on the internet within the above limits; it shall not guarantee that the Customer is always able to connect to Glickon. Glickon will not be held in any way liable in regard to the Customer for failure to use the Services when such is impossible for any reason for which Glickon is not directly responsible (merely by way of example reasons relating to the Customer’s hardware and software configuration, reasons linked to the connectivity offered by the Customer’s suppliers).

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12. Data integrity

12.1 From a physical point of view, Glickon’s servers are in housing at the company Heroku Inc., whilst the static files reside on Amazon’s servers. The Customer acknowledges that through Heroku Inc., Glickon adopts the standards necessary to protect the Customer’s data, including, but not only, guardian systems, fire-fighting measures, continuity of current and firewalls to protect against attempted hacking.

12.2 Glickon reserves the right to transfer its servers to other companies that are not Heroku Inc., after duly notifying the Customer to this end.

12.3 In technological terms, the Customer data acknowledges that Glickon adopts the measures necessary to protect the Customer’s data present in the system. This acknowledgement is based on the documentation as may have been supplied by Glickon to the Customer and any informative meetings between Glickon technicians and the technicians of the Customer.

12.4 The security measures adopted in processing the Customer’s data do not make Glickon liable for such. Glickon shall not be held in any way liable for any loss of data present in the Glickon system or any direct or indirect damages deriving from the loss of the Customer’s database, without prejudice to cases of misconduct or gross negligence on the part of Glickon.

12.5 The above specifications listed for the data security copies may be changed without notice as long as such changes constitute a raising of the security standards.

12.6 Moreover, Glickon shall never be held liable for data integrity or confidentiality and specifically if the Glickon systems should be subject to functioning anomalies or hacking attempts.

12.7 In any case, the Customer may only claim an amount equal to the Price paid, proportionally to the data lost, without prejudice to cases of misconduct or gross negligence on the part of Glickon.

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13. Support and additional services

13.1 Unless otherwise agreed by the Parties, the supply of technical services by Glickon is not envisaged, apart from the guarantee or normal use and function of the Platform concerned by the General Terms and Conditions.

13.2 At the request of the Customer, Glickon will provide, on a one-off basis, an introductory service (for a total of 2 hours) of on-line training on how to use the Platform, Dashboard, the change to the Company Page, the creation of the Business Challenge and the Contents. The Price for any additional hours of training over and above the first two as may be requested by the Customer will be negotiated by the Parties.

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14. Termination

14.1 Termination due to breach.

Each Party may terminate an Order if the other Party commits serious breach of any provision of the General Terms and Conditions and fails to remedy said breach within 30 days of notice by the other Party describing said breach in a reasonably detailed manner.

14.2 Express termination clause.

Glickon may terminate an Order at any time by sending written notice to the Customer if the latter should breach any of the obligations envisaged by Articles 2, 3 and 4 above.

14.3 Effects of termination.

Following termination of an Order, these General Terms and Conditions shall also be understood as terminated. Without prejudice to where otherwise specifically envisaged, all the rights and obligations pursuant to the Order and General Terms and Conditions thus terminated will immediately cease all effect. This is in any case without prejudice to the right of Glickon to withhold the Price paid and demand compensation for any greater damages. Termination shall not prevent either Party from pursuing other remedies available.

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15. Non-competition

15.1 Without prejudice to where expressly permitted by the General Terms and Conditions, the Customer undertakes specifically not to directly or indirectly go about, as developer, supplier, contractor or other, the same or similar activities as those carried out by Glickon under the scope of the supply of the Services. By way of example, the Customer may not: (i) use the Platform to supply or make operative marketing services, outsourcing, consultancy or any other commercial services; (ii) use the Platform to develop a product in competition with the Platform; (iii) allow third parties to access or use the Platform, except where envisaged in the General Terms and Conditions and/or Order; nor (iv) make any unauthorised use of usernames and passwords.

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16. Miscellaneous

16.1 Applicable law and competent court

Any dispute relating to the interpretation and/or execution of the General Terms and Conditions and Orders referring to such will be subject to the exclusive application of Italian law, excluding any conflict of law; the Court of Milan shall have exclusive jurisdiction.

16.2 Supplements and amendments

The General Terms and Conditions, the Description of Services and the Orders referring to such constitute the entire agreement between the Parties and replace any previous or simultaneous condition, agreement or declaration, whether verbal or written, in relation to the same subject matter. The General Terms and Conditions and the Description of Services may be amended by Glickon at any time, without notice or acceptance by the Customer. Any changes made to the General Terms and Conditions will be effective between the Parties from when such are notified (even electronically) by Glickon; this is without prejudice to the right of withdrawal by the Customer within 15 days of said notification. For Orders subject to automatic renewal, such changes shall only take effect from the first automatic renewal after the change made, in time to allow the Customer to provide notice of termination within the contractual terms, should it so wish. On its part, the Customer undertakes to verify the existence of any changes to the General Terms and Conditions in time to give notice within the contractual terms, should it so wish.

16.3 Transfer

The General Terms and Conditions and the Orders referring to such and any right and obligation connected to such cannot be sold by the Customer without the prior written consent of Glickon.

16.4 Preservation of the Terms and Conditions

If any provision of the General Terms and Conditions should be declared unlawful, null or ineffective, said provision shall be amended so as to make it effective, or alternatively eliminated, and this shall not affect the validity and effectiveness of the remaining provisions.

16.5 Force Majeure

No Party shall be considered as defaulting in accordance with the Terms and Conditions in the event of delay or non-fulfilment of an obligation when said default is caused by an event beyond the reasonable control of said Party (an “Event of Force Majeure”). This as long as the defaulting Party provides the other Party with notice of the Event of Force Majeure in as timely a manner as possible and makes every reasonable effort to reduce the delay or avoid the default.

16.6 Communication

Any administrative type communication relating to the General Terms and Conditions and Orders referring to such will be made by means of personal delivery, express courier or letter sent recorded delivery with advice of receipt, or using electronic tools (fax or scanned and sent by certified e-mail) to the Parties’ addresses, as specified on the Order.

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Milan, 31 March 2019

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