What are the General Terms and Conditions ?

The Terms and Conditions are the legal terms governing the purchase and the utilization of Talent Garden Products.

These general contractual conditions or “General Conditions”) govern legal relations between the company Talent Garden S.p.A. having its registered office in Milan (MI) Piazza Città Di Lombardia 1, Economic and Administrative Index MI-2099746 – Vat number IT03340710981, represented by its pro tempore legal representative (hereinafter “Talent Garden”) and the Client, with regard to the conditions of use of the products and services offered by Talent Garden (“Products”) purchased through the order placed by the Client (“Order”) except for such cases as may be explicitly indicated with regard to the application of other conditions than these.

The Client is also invited to view the Terms of Service set forth on the website at the following link: https://knowledge.talentgarden.com/en/kb/terms-of-service

Definitions

The following terms shall have the meanings indicated hereinbelow, it being understood that the defined terms in the plural are also defined in the singular and vice versa:

General Conditions indicates these general contractual terms and conditions governing relations between Talent Garden and the Client with regard to the purchase and use of the Products

Talent Garden indicates Talent Garden S.p.A. having its registered office in Milano (MI) Piazza Città Di Lombardia 1, Economic and Administrative Index MI-2099746 – Vat number IT03340710981, p.e.c. [certified email] talentgarden@pec.it in the person of the pro tempore legal representative;

Client indicates any party, be they a natural person or a legal entity, placing an Order for the purchase and use of Talent Garden’s Products;

Platform indicates Talent Garden’s web platform, all the subdomains, and all the digital assets in its possession, managed or maintained, directly or indirectly by Talent Garden and by its affiliate companies;

APP indicates the mobile application developed by Talent Garden, making it possible to use certain Platform features;

Products indicates the Products, inclusive of the related services, developed and offered by Talent Garden such as by way of nonlimiting example, periodic subscriptions for accessing the Talent Garden community, entry to Talent Garden spaces and use of the related services; access to offices and meeting rooms; access to exclusive spaces for the organisation of events; access to training schools managed directly by Talent Garden or third party partners;

Order indicates a purchase order made by the Client for the use of certain Talent Garden Products and provision of the related services;

Confidential Information indicates information, data, knowledge, know-how, studies, research methods, procedures, formulas, ideas, projects, drawings, trademarks, technical reports, software, source codes and all other matters on or in any manner relating directly and/or indirectly to the Platform, to the APP, to the Products and to the activity carried on by Talent Garden, which are classified as confidential by same or otherwise, in any case, whose unauthorised dissemination may be harmful to Talent Garden’s interests;

Duration Period indicates the period of duration of use of the Products, as indicated in the Order placed by the Client;

Notice Period indicates the period, as indicated in the Order by which the Client may give notice of its intention not to renew the Products, in the eventuality of automatic Order renewal.

Recitals and Annexes

Talent Garden is the Digital Skill Academy leader in Europe and founding partner of a global EdTech group, which provides individuals and organisations with knowledge, spaces and resources required for undergoing a transformation and prospering within the innovation ecosystem. They offer diverse learning experiences with online, off-line and hybrid courses, corporate programs and events and a network of campuses hosting a lively community of digital and technological professionals.
The Client has been able to appreciate the Products and the related services offered by Talent Garden and wishes to place a purchase Order for the use of same.
These General Conditions, the related annexes and the Orders confirmed or compiled in time and accepted by the Client, setting out the particular contractual conditions, identify the overall contractual framework between Talent Garden and the Client in respect of the conditions for purchase and use of Talent Garden’s Products and related services.

Entering into the Agreement, Acceptance and Amendments – Nature of the Agreement

By accepting these General Conditions, the Client represents that it is vested with all rights and powers required for fully and effectively entering into and performing the agreement.
The Client acknowledges that by accepting these General Conditions it is entering into a binding legal agreement with Talent Garden.
The Client represents that it has already read, understood and accepted the “Terms of Service (TOS)” identified at the link https://knowledge.talentgarden.com/it/kb/termini-di-servizio.
The Client represents that it is wholly aware that acceptance of the above by means of electronic tools constitutes a valid, binding act of consent. This also applies to any expressions of consent or acknowledgement of receipt of any communications or notifications provided by Talent Garden and relating to any amendments, revisions or cancellations in respect of policies, procedures and/or these General Conditions.
The Client acknowledges that the sector in which Talent Garden operates as well as the services offered by same are characterised by a high degree of technical and regulatory complexity and by constant technological developments and market requirements, and consequently the need may arise for Talent Garden to adapt its organisation and/or the technical and functional structure of the services offered to its own client base (also in the interests of the latter). The Client therefore accepts that these General Contractual Conditions may be amended by Talent Garden at any time and for any reason.
Talent Garden shall inform the Client of any of the aforementioned amendments, which must be accepted within the time limit of 30 days after the date on which notice of same is communicated, unless the Client decides to withdraw before expiry of this time limit without any consequences.
Should this agreement differ from the standard conditions, it shall be filed and made available to the Client and may also be saved locally in PDF format.
Talent Garden reserves the right to send receipt of Client acceptance by email, containing a summary of the Order, these General Conditions, information relating to the Products’ essential characteristics and the related services.
The Client acknowledges that this agreement is an atypical transaction entered into primarily for the purpose of providing services, and so any references to workstations and co-working spaces – as part of the definition of “Products” – must not be understood as referring to tangible goods, but it is the parties’ intention that they should refer to working spaces inclusive of goods and services which are not physically determined and delimited. The Client accordingly recognises that the agreement does not give rise to it acquiring any rights of any type whatsoever over the real estate assets which are in Talent Garden’s possession, such as, by way of nonlimiting example, rights in rem, gratuitous loan for use, rental, and/or lease. By reason of its nature, neither does the agreement grant the Client any exclusive rights in respect of the Products purchased.

Registration and Use of the Platform

In order to purchase the Products and the related services it is necessary to complete the registration procedure on the Platform. In order to complete registration on the Platform, Clients provide certain data such as username, email address and any other data indicated in the registration form.
Once the registration process has been completed, the Client shall receive an email to the effect that registration is complete and the Client may access its own account and, at its own discretion, may complete, amend and/or eliminate it.
Once registered on the Platform, the Client may purchase and modify the Products and the related services in its own private area and may request termination of same within the time limit for giving notice of its intention not to renew by means of specific features.
The Client is required to adopt suitable, adequate measures to avoid improper use or theft of its own account, and to maintain an appropriate level of security and control over all the devices, articles, ID, passwords and personal identification numbers/codes used to access their own account.
Talent Garden is unable to guarantee the identity of Clients using the Platform and so the Client must inform Talent Garden should it have reason to believe that its own account associated with the Platform has been stolen or subject to unlawful use by others. In all cases, Talent Garden incurs no liability for any fraudulent use of the Client’s account by third parties.
Talent Garden advises the Client to report any theft, misappropriation or alleged misuse of their account to the police. Where necessary, Talent Garden undertakes to cooperate with the Client and the relevant authorities. In the event of fraud being committed, Talent Garden reserves the right to take all such measures as may be advisable in the circumstances should it be adversely affected by misuse of the Platform.
By means of particular Platform features, where present, the Client may create and assign secondary users in order to allow individuals who are the Client’s employees and/or independent contractors to use the Products. The Client acknowledges and accepts that the aforementioned features to activate secondary users may not necessarily be available for all the Products. In the event that they are activated, the Client undertakes to ensure that all and any users use the Products and the related services in compliance with these General Conditions. The Client also acknowledges that any additions to and/or modifications of the users may give rise to changes to the consideration due, to the extent indicated in the specific section of the Platform.
The Client acknowledges that Talent Garden may, without any forewarning, conduct checks on the correct activation of the Client’s account and the Products purchased by same. These checks may also be carried out with the assistance of digital programs such as for example tools for validating email addresses or telephone numbers. For purposes of such validation, the Client expressly authorises Talent Garden to use the information gathered within the framework of the verification activities referred to in this paragraph.
Should the account and/or the Products not be correctly activated and/or used by the Client, Talent Garden may, without any forewarning, prevent use of the account and/or interrupt use of the Products.

Membership and Purchase of the Products

The Client may unblock access to the Products by becoming a member of the Talent Garden community, through purchasing a “Membership” type product.
In order to become a member of the Talent Garden community and to formalise purchase of additional Products, the Client is required to follow the procedures and instructions set out in the dedicated screens, compiling the forms prepared by Talent Garden and entering certain data such as name, surname, email address, telephone number, Tax Code and/or VAT number and credit card details. If the Client wishes to purchase online, it must duly confirm and click on the “proceed to payment” button or otherwise on an equivalent button.
For all information on payment authorisation, the Client should refer to the page on the Platform dedicated to the specific matter. Once payment has been received, Talent Garden shall proceed to issue the relevant tax document in accordance with the rules in force in the country where the payment is made.
Purchase of the Products and the related services shall not be complete and shall be ineffective if the procedure described in this article is not correctly complied with.
With regard to any error, misprint or problem filling in the online formats and, generally, completing the purchase procedures prepared by Talent Garden, the Client is asked to immediately contact Talent Garden support through the specific section on the Platform and in the APP.
During the Duration Period, should the Client wish to amend the plan for the Products and related services purchased, changes may be made to the consideration due.

Procedures, Timeframe and Payment Security and Refunds

Payment of the Products by the Client shall be made: i) in accordance with the timeframe indicated on the Platform; ii) in the manner allowed by Talent Garden as specified in these General Contractual Conditions, or as otherwise indicated in the Platform and/or in the Order.
Any refund to the Client shall be automatically credited to the payment method used or otherwise in one of the ways proposed by Talent Garden.
All communications relating to payments are made by means of encrypted connections guaranteeing the processing of all information with a high level of security and in compliance with laws in force governing the protection of personal data.

Use of the Platform and the APP, the Client’s Duties and Responsibilities

The Client may use the Platform and the APP solely as expressly allowed by the TOS and the Client shall comply with any technical limitation set out in same, allowing the Client to use them only in certain ways. By way of nonlimiting example, the Client may not:
1. circumvent technical limitations and technologic measures present on the Platform and/or on the APP;
2. conduct any procedures involving reverse engineering, translation, disassembly, decompilation, decrypting or deconstructing the Platform and/or the APP (including interfaces and any other piece of data incorporated in or used together with programs which may or may not be technically considered software codes), nor any method or process designed to obtain or convert the Platform and/or the APP from one form to another machine-readable and comprehensible form;
3. reproduce, modify, adapt, customise the Platform and/or the APP or create new derivative works;
4. use the Platform and/or the APP in breach of law;
The Client shall incur sole, exclusive liability for all data, documents and/or content stored, sent, published, transferred and/or shared within the framework of usage of the Platform and/or the APP. Unless strictly necessary for complying with legal provisions and/or requests advanced by courts of law, under no circumstances whatsoever is Talent Garden required to verify the aforementioned data, documents and/or content and, accordingly, under no circumstances whatsoever may it be held liable for any damage and/or direct or indirect loss of any kind, arising as a consequence of use of same by the Client, which undertakes to indemnify Talent Garden and hold it harmless from and against any and all related loss or damage, expenditure, liabilities, costs and/or adverse effects arising therefrom.
Under no circumstances may the Client use the Platform and/or the APP for purposes of disseminating unlawful data, documents and/or content which, by way of nonlimiting example:
1. conflicts or infringes industrial and/or industrial property rights held by Talent Garden and/or its successors and assignees;
2. contains discriminatory, defamatory, slanderous or threatening content;
3. contains content which is pornographic or obscene or which contains child pornography or which runs counter to public morality;
4. contains viruses, worms, trojan horses or other digital elements designed to contaminate or destroy;
5. constitutes spamming, phishing and/or suchlike;
6. in all cases conflicts with regulatory provisions and/or applicable regulations.

Use and Enjoyment of the Products.

The Client is required to use the Talent Garden Products solely in the permitted manner, in accordance with legislation and respecting the other members of the Talent Garden community, also complying with the instructions, guidelines and directives provided by Talent Garden, such as by way of nonlimiting example, those set forth in the Campus section at the link: https://knowledge.talentgarden.com/it/kb or at Talent Garden’s offices.
The Client incurs sole, exclusive liability for itself and its own employees, independent contractors and/or guests, in respect of any conduct, declarations and/or improper conduct made whilst using the Products, and, more generally, the Talent Garden services and spaces.
The Client is required to exercise a duty of care whilst looking after all its objects whilst using the Products and, more generally, the Talent Garden services and spaces.

Limitations and Exclusions in respect of Warranties and Liability

Talent Garden warrants, to the sole benefit of the Client, that Talent Garden’s Products, services and spaces shall be made available in a competent, professional manner in accordance with the practices and quality standards which are generally accepted in the sector. Talent Garden’s sole obligation and the Client’s sole remedy, with regard to the warranty set forth in this article, shall be to improve the Products, services and the spaces in order to ensure that they conform with this warranty.
The Client warrants and accepts that the Platform and/or the APP may be subject to restrictions, delays and other problems relating to the use of Internet and, more generally, to electronic communication systems and/or problems beyond Talent Garden’s control and relating to the Internet network or to the operator. In such cases Talent Garden incurs no liability for delays, non-delivery or other loss or damage arising as a consequence of the aforementioned issues.
The Client acknowledges and accepts that Talent Garden’s Products, services and spaces are provided on an “as is basis” and that Talent Garden issues no express or implied statements and warranties as to the fact that the Products may be suited to meeting the Client’s requirements or purposes.
The Client acknowledges that Talent Garden may have certain maintenance works or enhancements carried out within its own spaces which may temporarily limit or prevent access to certain areas. In such eventuality, the Client acknowledges that such limitation or temporary inability to access certain areas of Talent Garden’s spaces may not be deemed non-fulfilment of the obligations set forth herein and, accordingly, Talent Garden shall incur no related liability for same.
The Client acknowledges that save for cases of wrongful intent or gross negligence, under no circumstances does Talent Garden incur any liability for loss or damage caused to the Client or to third parties as a consequence of improper use or non-use of Talent Garden’s Products, services and spaces.
Save for the eventuality of wrongful intent or gross negligence, neither does Talent Garden incur any liability for any loss or damage due to loss of profits, loss of income or consequential damage, loss or compromising of data, downtime, loss of business opportunities or benefits of any other type, penalty payments, delays or other instances of liability incurred by the Client towards third parties caused, either entirely or partially through the use or failure to use Talent Garden’s Products, services and spaces.
In all cases, save for cases of wrongful intent or gross negligence, Talent Garden’s liability may not exceed the amount paid by the Client under the terms of the agreement in the year in which the event giving rise to Talent Garden’s liability occurs.

Indemnification

In the event of breach of the terms and conditions as per these General Conditions, or otherwise improper use of Talent Garden’s Products, services and spaces, the Client shall be required to indemnify Talent Garden, its employees and independent contractors and successors and assignees and partners and hold them harmless from and against any complaint, cost, legal action, legal dispute or claim and any loss, ruling, penalty, interest and expense (including by way of nonlimiting example, legal fees) arising from complaints, legal actions, investigations, enquiries or other proceedings brought by any party.

Duration, Notice not to Renew, Termination and Withdrawal by the Consumer

The Client is granted permission to use Talent Garden’s Products throughout the definitive Order Duration Period.
In the eventuality that the Order contemplates automatic renewal, these General Conditions are also automatically renewed for the same period and subject to the same conditions. In the event of automatic renewal, one party shall be entitled to inform the other party of its intention not to renew at least 90 (ninety) days prior to the renewal time limit, or otherwise within another Notice Period indicated by Talent Garden. In the event of notice not to renew given by the Client, in agreement with the Client, Talent Garden reserves the right to also confirm termination of the agreement prior to the aforementioned time limit.
Upon expiry of the agreement relating to the Order, or in the event of termination of same for any reason whatsoever, Talent Garden reserves the right to calculate the final payment due by the Client for using the Products and to bill the latter for any balance due and payable.
Talent Garden may terminate the agreement with the Client, with immediate effect, by sending a written notice to this effect to the Client, in the event of non-performance by the Client of even just one of its obligations set forth in the following clauses: (non-permitted use of the Products); (usage of data, document and/or content for unlawful purposes). In all cases this is nevertheless without prejudice to Talent Garden’s right to seek compensation for any and all loss or damage suffered.
Talent Garden reserves the right at any time to interrupt provision of its services to the Client in the event that the Client uses the Products in breach of these General Conditions.
Upon expiry of the agreement or in the event of termination for any reason whatsoever, Talent Garden shall cease to provide all the services described in the Order. The Client shall be entitled to take a copy of its own certified data, documents and/or content through the relevant Platform features. Alternatively, the return of such data, documents and/or content may be requested by the Client at the address privacy@talentgarden.com. Save in the case of other agreements between the parties, should the Client have failed to download or request return of the data, documents and/or content, Talent Garden shall incur no liability whatsoever for any damage and/or loss, whether direct or indirect, and of any type whatsoever.
The Client acknowledges that all the information relating to the consumer’s Right of Withdrawal and exercising of such right, are available at this section of the Platform: https://knowledge.talentgarden.com/it/kb/diritto-di-recesso. The Client therefore declares that it is familiar with and has been fully informed by Talent Garden of the conditions and procedures for exercising the consumer’s Right of Withdrawal.

Consideration and Payments

Upon purchasing and using the Talent Garden Products, the Client is required to pay the consideration identified in the Order in the manner set forth therein.
Except as provided for in the Order, all consideration payable by the Client is net of VAT, if payable, as well as any additional tax applicable.
Payments shall be remitted by the Client within 5 (five) days of the date on which the payment request is issued by Talent Garden. Where applicable, Talent Garden reserves the right to charge late payment interest, as provided for by legislation and subject to local restrictions, on the balance falling due.
Every payment remitted to Talent Garden must be made through SEPA (Sepa Direct Debit Core) with an order compiled for direct debit to the account or Credit Card indicated by the Client. Other methods of payment must be authorised by Talent Garden and administrative costs of up to 50.00 (fifty) Euro may be charged for every invoice issued.
In the event that the Order is placed online, the payment may be made through a secure payment system provided by third parties (for example Stripe). For all information on payment authorisation and the related conditions, the Client should consult the website and/or APP page dedicated to the specific matter.
The Client warrants and accepts that the payment system provided by third parties may be subject to suspension, restrictions, delays and other problems pertaining to the use of Internet and, more generally, to electronic communication systems and/or issues beyond Talent Garden’s control and relating to the Internet network or to the operator. In such cases Talent Garden incurs no liability for any delays, non-delivery or other loss or damage arising as a consequence of the aforementioned issues. In such cases, Talent Garden may also provide the Client with alternative payment solutions. It is agreed that the Client shall be required to pay the consideration indicated in the Order in full.
In the event of non-payment or delayed payment of any sums due and payable under the terms of the agreement, the acceleration clause shall automatically come into effect and Talent Garden shall be entitled to demand that the Client pay late payment interest at the rate provided for under applicable legislation on the sums due to Talent Garden. In such case Talent Garden shall also be entitled to immediately suspend performance under the agreement (and, accordingly, also to suspend the provision of services) and/or to terminate the agreement early by means of a simple written notice (to be understood as exercising an express termination clause). It is agreed that in all cases theClient shall be required to pay all sums due to Talent Garden for the services and Products already used, specifically for the Membership Products.
The Client waives its right to raise any complaints or objections without having first fulfilled its payment obligations pursuant to this article.

Confidentiality

The Client acknowledges that all the Confidential Information coming to its attention while performing the agreement is confidential and reserved and, accordingly, undertakes not to use such information or to disclose it to third parties, in any manner whatsoever and using any means, for purposes other than those as per the agreement. The above confidentiality obligation does not pertain to information which is already in the public domain.
The Client undertakes to protect the confidentiality of the Confidential Information with the same duty of care as it adopts to protect the confidentiality of its own confidential information and in all cases with the professional diligence required to protect such Confidential Information.
In addition to the purposes provided for in this article, the Confidential Information may not be copied or reproduced without Talent Garden’s prior written consent.
The provisions set forth in this article shall continue to be valid and effective throughout the currency of the agreement and subsequent termination of same howsoever occurring.

Industrial and Intellectual Property

Talent Garden has title to and shall continue to have title to all the industrial and/or intellectual property rights pertaining to the Confidential Information, the Products and the related services, the Platform and the APP, in addition to any idea, invention, program (including software, documentation and written programs, studies et cetera) and all else which is or has been prepared, completed, developed, created, discovered, conceived or written entirely or partially by Talent Garden within the scope of the contractual relations with the Client.
Under no circumstance whatsoever may the Client acquire any industrial and/or intellectual property right or other ownership right from Talent Garden under terms of these General Conditions, including – by way of nonlimiting example, rights to patents, models, know-how, designs, trademarks, copyright or rights to any commercial information or trade secret pertaining to the Confidential Information, the Products, the Platform and the APP.
The Client may not therefore acquire any right to the Confidential Information, Products and the related services, the Platform and the APP in addition to those granted by Talent Garden under the terms of these General Conditions or otherwise by means of a specific, separate written document entered into with Talent Garden.
Upon termination, for whatever reason, of the agreement, the Client shall be required to return all the material and documentation pertaining to the Confidential Information provided by Talent Garden, whenever requested.
Subsequent to termination, for whatever reason, of the agreement, the Client is absolutely prohibited from publishing, producing or preparing derivative works, distributing copies, disclosing Confidential Information to third parties, using or availing itself of any Confidential Information.
The Client acknowledges and accepts that none of the provisions of these General Conditions may adversely affect any right or recourse to forms of protection and remedies which Talent Garden may claim, pursuant to any applicable law protecting its intellectual and industrial property rights or any other of Talent Garden’s property rights.

Force Majeure

Talent Garden incurs no liability to the Client for any actions outside its reasonable control which may compromise use of the Products, services and spaces, or otherwise use of the Platform and the APP, including, by way of nonlimiting example, causes of force majeure, acts or failure to act on the part of public authorities, civil disorder, actions by civil or military authorities, wars, embargoes, employment disputes, fires, earthquakes, epidemics, flooding, and unusually rigid weather conditions, or shortage or lack of electric power, without any limitations, including primary energy and breakdown of the backup systems.

Relations with Talent Garden

Unless otherwise agreed, the Client and Talent Garden always act as independent contractors. The Client acknowledges that it shall not be entitled or authorised to act on behalf of, to create obligations or to bind Talent Garden in any manner whatsoever.

Successors and Assignees

All references to Talent Garden contained in these General Conditions are deemed to include, depending on the case, a reference to the respective successors and assignees. The provisions of these General Conditions shall be binding on the Client in favour of any of Talent Garden’s successors and/or assignees.
The Client herewith grants its consent to assignment of the agreement by Talent Garden.
The Client is not entitled to transfer or assign its rights and/or obligations arising hereunder without first obtaining Talent Garden’s prior written consent.

Privacy Policy and Processing of Personal Data

With regard to the processing of the Client’s personal data which is collected and processed by Talent Garden, in addition to the personal data of third parties which is entered or processed by the Client through the Platform, pursuant to the European General Data Protection Regulation n° 679 of 27 April 2016 (“GDPR”), the parties acknowledge and accept that they comply with the provisions of the “Privacy Policy” which can be viewed at the following link: https://talentgarden.org/it/privacy-policy
Referring specifically to the “Membership” type Products, the Client appoints Talent Garden as data processor, pursuant to article 28 GDPR, referring solely to the following operations and purposes of data processing, categories of personal data and data subjects:
1. Categories of data subjects: employees, independent contractors and, generally, the Client’s guests at Talent Garden’s spaces, for purposes strictly related to the professional and/or entrepreneurial activities carried on by the Client which purchases the “Membership” product, and to the extent that the aforementioned parties have downloaded the APP and use it for the aforementioned functions;
2. Categories of personal data: personal data collected through the APP and/or entered on the aforementioned APP by the data subjects as per point 2.a above for purposes which are strictly related to and necessary for their working relationship with the Client;
3. Purposes of data processing: managing working relations and, generally, professional and/or entrepreneurial activities between the Client and the data subjects as per point 2.a above;
4. Data processing operations: collection and retention and provision of access to the Client of personal data (as per point 2.b above) belonging to the data subjects (as per point 2.a above) processed by Talent Garden on behalf of the Client for the purposes referred to in point 2.c above;
In its capacity as data processor and within the scope of this appointment as processor, Talent Garden:
1. undertakes only to conduct such data processing operations as may be necessary for the purposes of the Client as per point 2.c above and only as per documented instructions provided by the Client;
2. undertakes to identify and appoint in writing parties authorised to conduct data processing operations, pursuant to article 29 GDPR, providing them with all due instructions on processing, including the undertaking to respect confidentiality in cases permitted by law;
3. undertakes to implement appropriate security measures pursuant to article 32 GDPR;
4. undertakes to assist the Client to give effect to any requests by data subjects to exercise their rights pursuant to articles 15 – 22 GDPR;
5. undertakes to assist the Client to guarantee fulfilment of the obligations referred to in articles 32 to 36, in all cases taking into consideration the nature of the processing operations and the information available to the data processor;
6. at the Client’s behest, undertakes to erase or return to the Client the personal data belonging to the data subjects as per point 2.a, unless otherwise prescribed by law, upon completion of the aforementioned processing operations.
Talent Garden undertakes to notify the Client of any breach of personal data, in accordance with the definition referred to in article 4 (1) n° 12 GDPR, within 48 hours of the event occurring or of discovery of same.
At the Client’s request, after a reasonable period of forewarning, Talent Garden undertakes to make available to the Client all such information as may be necessary to demonstrate regulatory compliance with regard to the protection of personal data, referring specifically to this appointment. Given the volume of requests, Talent Garden reserves the right to ask the Client for payment of a fee.
The Client grants Talent Garden a general authorisation to use subprocessors. Whenever requested Talent Garden undertakes to provide the Client with the updated list of subprocessors.
In the event of transfer of personal data to other countries, pursuant to paragraph V of the GDPR, by means of the aforementioned subprocessors, Talent Garden undertakes to identify the most suitable security arrangements pursuant to article 44 et seq of the GDPR.
It is agreed by the Client and Talent Garden that the latter acts as independent data controller for its own exclusive purposes (e.g. security of shared spaces), which are different and separate from those of the Client, also relating to the same APP features used by the aforementioned data subjects, in addition to different functions, provided within the APP, which are totally optional and use of which is left to the discretion of the APP user, amongst which there are also the aforesaid data subjects.

Applicable Law and Court exercising exclusive Jurisdiction

These General Conditions are governed by Italian law.
Milan law court shall exercise exclusive jurisdiction in respect of any dispute pertaining to or arising out of these General Conditions.

Final Provisions

Should any of the clauses of these General Conditions be or become invalid or ineffective, such invalidity or ineffectiveness shall not adversely affect the validity or effectiveness of the remaining clauses, which shall therefore remain effective between the parties. The parties agree to replace any invalid or ineffective clauses with clauses which are valid and effective and which reflect the parties’ desires as closely as possible.
Failure on the part of Talent Garden to exercise any right granted to it under these General Conditions does not constitute a waiver of such right, and neither must it be interpreted as such by the Client and/or by any other party.
The Client undertakes to comply with all applicable European Union, state and local laws, including regulations relating to the processing and dissemination of all data, in addition to all applicable rules and regulations, terms and conditions of all the websites, third-party platforms or applications.