ILARIA HR Platform (Web & Mobile Application)

1. GENERAL PROVISIONS

These Terms and Conditions (“Terms”) constitute a legally binding agreement between ILARIA (“Company”, “ILARIA”, “we”) and the entity and/or individual accessing or using the Platform (“Client”, “User”, collectively “You”).

By accessing, registering for, or using the Platform, You acknowledge that You have read, understood, and agree to be bound by these Terms.

2. DEFINITIONS

For the purposes of these Terms:

• “Platform” means ILARIA’s web-based software and mobile applications (iOS and Android), including all modules, functionalities, APIs, and related services.

• “Services” means all functionalities provided through the Platform, including but not limited to HR administration, payroll processing, performance management, task management, and employee self-service tools.

• “Client” means any legal entity subscribing to the Services.

• “User” means any individual authorized by the Client to access the Platform.

• “Personal Data” has the meaning assigned under applicable data protection laws.

• “Data” means any data, content, or information submitted to or processed through the Platform.

3. SCOPE OF SERVICES

3.1. ILARIA grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Platform strictly in accordance with these Terms and any applicable agreement.

3.2. ILARIA reserves the right, at its sole discretion, to:

• Modify, update, or discontinue any part of the Services;

• Introduce new features or functionalities;

• Apply technical or security updates without prior notice where necessary.

4. ACCOUNT REGISTRATION AND ACCESS

4.1. Access to the Platform is restricted to Users authorized by the Client.

4.2. The Client shall ensure that:

• All Users are properly authorized;

• Access credentials are kept confidential;

• Unauthorized access is promptly reported.

4.3. The Client shall be fully responsible for all activities conducted under its accounts, whether authorized or unauthorized.

5. DATA PROCESSING AND ROLES

5.1. ILARIA acts as a Data Processor, while the Client acts as a Data Controller with respect to Personal Data processed via the Platform.

5.2. Data processing shall be governed by a separate Data Processing Agreement (DPA), which forms an integral part of the contractual relationship.

5.3. The Client warrants that it has obtained all necessary legal grounds for processing Personal Data.

6. DATA SECURITY

6.1. ILARIA shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk, including, where applicable:

• Access control mechanisms;

• Encryption of data in transit;

• Logging and monitoring of system activities;

• Secure hosting infrastructure.

6.2. Notwithstanding the foregoing, the Client acknowledges that no system can be guaranteed to be completely secure.

7. CLIENT AND USER OBLIGATIONS

7.1. The Client and Users shall:

• Use the Platform solely for lawful purposes;

• Comply with all applicable laws and regulations;

• Not attempt to gain unauthorized access to the Platform or related systems;

• Not interfere with or disrupt system integrity or performance.

7.2. Any misuse of the Platform may result in immediate suspension or termination of access.

8. DATA RETENTION AND DELETION

8.1. ILARIA shall retain Data for the duration of the contractual relationship.

8.2. Upon termination:

• The Client may request export of Data within a specified period;

• ILARIA shall delete or anonymize Data within a reasonable timeframe, including backup systems, unless retention is required by law.

9. SERVICE AVAILABILITY

9.1. ILARIA shall use commercially reasonable efforts to ensure availability of the Platform.

9.2. The Client acknowledges that:

• The Platform may be subject to downtime due to maintenance, updates, or unforeseen circumstances;

• ILARIA does not guarantee uninterrupted or error-free operation.

10. INTELLECTUAL PROPERTY

10.1. All intellectual property rights in and to the Platform remain exclusively with ILARIA.

10.2. The Client is granted a limited license to use the Platform and shall not:

• Copy, reproduce, or modify the Platform;

• Reverse engineer or decompile;

• Commercially exploit the Platform beyond permitted use.

11. CONFIDENTIALITY

11.1. Each Party agrees to maintain the confidentiality of any non-public, proprietary, or sensitive information disclosed in connection with the Services.

11.2. Confidential information shall not be disclosed to third parties without prior written consent, except where required by law.

12. THIRD-PARTY SERVICES

12.1. The Platform may rely on third-party service providers, including cloud infrastructure and integrations.

12.2. ILARIA shall not be liable for failures attributable to such third-party providers beyond its reasonable control.

13. TERMINATION

13.1. ILARIA may suspend or terminate access to the Platform in the event of:

• Breach of these Terms;

• Security threats or risks;

• Non-payment or contractual violations.

13.2. The Client may terminate the Services in accordance with applicable contractual terms.

14. LIMITATION OF LIABILITY

14.1. To the maximum extent permitted by applicable law, ILARIA shall not be liable for:

• Indirect, incidental, or consequential damages;

• Loss of profits, revenue, or data;

• Business interruption.

14.2. ILARIA’s total liability shall not exceed the total fees paid by the Client during the twelve (12) months preceding the claim.

15. INDEMNIFICATION

The Client agrees to indemnify and hold harmless ILARIA from and against any claims, damages, liabilities, and expenses arising from:

• Misuse of the Platform;

• Violation of applicable laws;

• Breach of these Terms.

16. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of Georgia.

Any disputes shall be subject to the exclusive jurisdiction of the courts of Georgia.

17. AMENDMENTS

ILARIA reserves the right to amend these Terms at any time.

Such amendments shall become effective upon publication on the Platform or notification to the Client.

Continued use of the Platform constitutes acceptance of the updated Terms.

18. CONTACT INFORMATION

For legal inquiries or notices:

·       Company: ILARIA Consulting LLC

·       Email: info@ilaria.ge

·       Address: Georgia, Tbilisi, Vake district, A. Paliashvili st., N23, Apartment N21