What are the General Terms and Conditions about Digital Skills Academy?

1. PURPOSE
1.1. Talent Garden S.p.A and its subsidiaries, on the basis of applicability,
("TAG") are obliged, towards the Participant, to provide, directly or through the
support of third parties, only the services described in this contract (the
"Contract"), consisting of the provision and administration of lessons, the
supply of related educational material, educational assistance, and, in the
case of full-time master's programs, participating - for participants who meet
the requirements to receive the diploma (as defined in article 8 of this
agreement) - in selection days organized with companies from its own
network operating throughout the national territory, as indicated on the
explanatory web page of the purchased educational service.
1.2. Training takes place at the venue or on the platform or website indicated
on the web page explaining the training service purchased.
1.3. In the case of full-time Master's courses, the student is required to pay a
deposit of €900 at the time of enrolment. In any case, for both full-time
Master's courses and any other type of course provided, the total enrolment
fee ("Enrolment Fee") must be paid in full prior to the commencement of the
Master's course or course. Any instalment payments or other forms of
deferred payment shall be agreed upon in writing between the Parties.

2. REGISTRATION
Notwithstanding point 8.1, the enrolment of the participant in the training
course shall be deemed to have been completed upon the full completion of
the online registration form, with the specific approval of this Agreement and
the related restrictive clauses and with the payment of the Enrolment Fee
indicated in Section 1.3.

3. PAYMENT METHODS AND TERMS
3.1. As indicated on the web page explaining the purchased training pathway,
payment of the fee must be made without fail within the deadlines specified
therein, in line with the provisions of point 1.3 (unless specific exceptions are made)
3.1-bis. The Participant shall be required to pay the Enrollment Fee no later than fifteen (15) days from the date of registration, unless otherwise agreed in writing with TAG, or unless the course start date falls
before the expiration of such fifteen (15) day period, in which case payment must be completed prior to
the commencement of the training program.
3.1-ter. In the event that payment is not received within the prescribed deadline and in the absence of
withdrawal, TAG reserves the right to deny access to the training program; however, the Participant shall
remain obligated to make the payment to which they contractually committed upon registration.

 

3.2. In the event that deferred payment is granted, failure to pay even just one
of the instalments of the Enrolment Fee (payment shall be considered as
unpaid if more than 7 days have elapsed since the deadline indicated on the
web page explaining the purchased training course without payment of the
Enrolment Fee having been made) shall make it impossible to participate in
the Training Course and any enrolment fee instalments already paid shall be
forfeited. In addition, TAG reserves the right to take action to recover any
unpaid amounts - in addition to any damages – which in no way may be used
for future training courses.
3.3. The Participant acknowledges that, in accordance with the provisions of
Article 11 below, the purchased training courses may be invoiced by entities
that are part of the TAG group.

4. SCHOLARSHIPS
4.1. TAG may implement procedures for the award of scholarships covering
all or part of the Registration Fee.
4.2. In the case of scholarships covering all or part of the Enrolment Fee, the
Enrolment Fee is due in any case unless otherwise agreed between the
Parties. The participant undertakes to attend at least 80% of the scheduled
lessons; should this not be the case, the scholarship will be considered
revoked and the participant will be obliged to pay the full Enrolment Fee on
request by TAG and within thirty calendar days of the end of the training
Course.
4.3. The awarding of scholarships is at the sole discretion of TAG
4.4. In this particular case, the participant, who applies within 3 days before
the event through which the scholarship covering the full Registration Fee will
be awarded, will be able to attend that event. The results of the selection will
be announced no later than 14 days after the relevant test has taken place.
4.5. A participant who does not receive a Scholarship shall pay the full
Enrolment Fee as set out in this Contract; a participant who receives aScholarship shall pay nothing
beyond the Enrolment Fee.

5. OWNERSHIP
The training material delivered, including in digital format, during the course
of the training course is the property of TAG. Therefore, it may not be copied,
distributed or used in any other way by the participant, with the exception of
personal use only for training purposes related to the training course.

6. TERMINATION AND WITHDRAWAL

6.1. Only if the participant is a consumer within the meaning of the consumer

 

code, he/she may exercise the right of withdrawal within 14 days from the
date of registration and approval of this Agreement by following the
instructions given in the appropriate section of the website; the proper
exercise of the right of withdrawal entitles the participant to a refund of any
sums already paid if the course has not yet started. If the participant has used
at least one day of the training programme within the 14-day period within
which to exercise the right of withdrawal and exercises the right of withdrawal
after that day, the participant shall not be entitled to a refund of the amount
already paid.
6.2. Withdrawal beyond the time limits set out in Article 6.1 shall not enable
any rights to reimbursement. In this case, the participant will be required to
pay the full Registration Fee. The participant, however, will be given the option
of attending the next cycle of the training course, if any, or another TAG
training course to which he/she is admitted, within one calendar year from the
date of commencement of the training course, without prejudice to the
payment of any price adjustment.
6.3. The Participant acknowledges and expressly recognizes, finally, that for
certain categories of training products offered by TAG, the right of withdrawal
may be excluded if the conditions of Article 59 of the Italian Consumer Code
(Legislative Decree 6 September 2005, no. 206) apply. These categories
include training courses consisting of digital content provided via intangible
media, such as pre-recorded digital training content. The Customer expressly
acknowledges and agrees that by purchasing training products in this
category and starting the service during the 14-day withdrawal period, they
will lose their right of withdrawal pursuant to Article 59, paragraph 1, letters a)and o) of the Italian
Consumer Code.
6.4 In any event, TAG reserves the right, at any time and at its sole discretion,
to terminate this Contract in its entirety by reimbursing in full any sums
already paid by the student, without this entitling the student to make any
kind of claim against TAG.
6.5. By way of derogation from Article 6.2, participants who purchase the training program at a discounted
price or as part of promotional campaigns (including, by way of example, Black Friday and Back to
School) shall not be entitled to request a change of edition or a postponement of program attendance.
6.6. Tag shall assess any exceptions to Article 6.5 at its sole discretion and exclusively in the presence of
documented serious grounds (e.g., health reasons, bereavement, maternity/paternity).

7. PROGRAMME CHANGES
7.1. TAG reserves the right to postpone or cancel the scheduled training
course by sending notice 14 days before the start date to the email address
indicated by the participant, under his/her own responsibility, in the online
registration form. TAG's only obligation in this case will be to reimburse any

 

amounts already received. Other charges and/or obligations are expressly
excluded.
7.2. TAG also reserves the unquestionable right to change the programme
and/or venue of the training course and/or to replace the teachers. In this
case, nothing shall be due from TAG for any reason whatsoever.

8. EDUCATIONAL REGULATIONS, ATTENDANCE, DIPLOMA
8.1. The participant is obliged to fully adhere to the Educational Regulations
available on the dedicated platform prior to the start of the course. Failure to
do so will result in the inability to participate in the training course and will not
entitle you to reimbursement.
8.2. Attendance is mandatory. Absences exceeding the limit set out in the Academic Regulations shall
result in the Participant being ineligible to sit the final examinations, receive the relevant diploma, and,
where applicable, access interview opportunities.
8.3. At the end of the training, TAG will issue a diploma – a private
qualification not recognised by the Ministry of Education, University and
Research – as well as any further certifications. For this purpose, successful
completion of all examinations and regular and full payment of the
Registration Fee are required.

9. PROJECTS
9.1. Any projects entrusted by training partner companies and carried out in
working groups are the property of TAG and the partner company. Personal
projects designed and carried out by the participant are to be considered the
property of TAG and the participant himself/herself, and the participant isentitled to include them in his/her
personal portfolio.
9.2. The participant authorises TAG to use his/her pieces of work, theses and
any other work and/or project carried out or designed during the training
course freely and free of charge, for promotional and advertising purposes
and in compliance with the laws in force.
9.3. With the delivery, publication and/or distribution of the project, the
participant guarantees that the pieces of work, theses, works and projects
carried out are the result of personal work and, being aware of the penal
sanctions in the event of false declarations, that they are the exclusive
product of their own creativity and are not the result of forgery and/or
plagiarism; they are not contrary to the law, public order and morality; do not
violate any right, whether registered or not, of intellectual and/or industrial
property of third parties, such as, by way of example but not limited to,
copyrights, trademarks, patents, ornamental designs and utility models; do
not violate any right of third parties deriving from the law, from contracts, from
customs and habits; have been carried out by obtaining all the necessary and
specific authorisations and/or disclaimers from all the parties involved in

 

various ways in their execution. Therefore, by publishing the work, the
participant assumes all responsibility for the content, lawfulness, nature,
quality and truthfulness of the works published in the media and mass
distribution, and at the same time exonerates TAG and its assignees from any
responsibility and burden of verification and/or supervision in this regard. The
participant shall exempt and hold TAG and its assignees harmless from any
and all claims for compensation and/or damages demanded and claimed by
third parties as a result of the publication.

10. TRAINING COURSE VIA PLATFORM OR WEBSITE
10.1 If the training course takes place online on the platform or on the website
indicated on the web page explaining the training service purchased, the
participant must be provided, at his or her own cost and expense, with access
to the World Wide Web (Internet), either directly or by means of tools that
enable access to the content located on the Web, as well as the necessary
equipment for connecting to the Internet.
10.2 TAG may, at any time, terminate access to the platform or website if
justified reasons of security and/or guarantee of confidentiality arise, in which
case it will notify the participant as soon as possible. The participant
acknowledges and accepts that TAG may terminate access to the platform or
website without notice and/or terminate the Contract immediately if it
receives a notice and/or request from any competent administrative,
arbitration or judicial authority.
10.3 In the event of malfunctioning of the infrastructure, platform or website
made available to the participant, TAG will take all means reasonably
necessary to remedy the situation as quickly as possible, except in cases
where the malfunctioning is due to facts not directly attributable to it.
10.4 Authentication credentials to the platform or website may not, in any
way, be transferred or used by third parties without TAG's express permission
and prior authorisation. The participant shall be solely liable for any
consequences related to the loss of his/her authentication key.
10.5 The participant undertakes to use the platform or website in compliance
with the rules in force, and therefore to strictly avoid a) engage in unlawful
activities via the platform or website; b) perform actions that discredit TAG's
image; c) perform actions that may cause material or immaterial damage to
other parties of any nature whatsoever d) attempting to probe, examine,
penetrate or test the vulnerability of the platform or the related authentication
procedures or the website, whether using passive or invasive techniques,
without TAG's express written consent; e) using the platform or the website to
violate, contravene or cause to be contravened the laws in force in Italy or in
any other State.
10.6 TAG endeavours to ensure the best functionality of the platform or the
website, but accepts no liability towards the participant, and in any case

 

towards third parties, for delays, malfunctioning, suspension and/or
interruption in the provision of the platform or the website caused by causes
not attributable to it, such as but not limited to: a) unforeseeable
circumstances, catastrophic events or force majeure; b) made by the third
party, including TAG's suppliers; c) malfunctioning or non-compliance of the
connection devices with which the participant is equipped or in any case of those used by the participant;
d) tampering with or intervention on the
platform or website or on the equipment carried out by the participant or by
third parties not authorised by TAG; e) breakdowns and malfunctions of
hardware and software, whether owned by TAG and/or its suppliers.
10.7 The participant agrees that TAG, at its sole discretion and without being
held liable for any breach or violation of the Contract, reserves the right to
suspend or terminate access to the Platform or the Website, even without
prior notice, in the event that: a) the participant defaults or violates any of the
provisions of the Contract; b) there are reasonable grounds to believe that the
platform or website is being used by unauthorised third parties; c) there are
cases of force majeure or circumstances that, in TAG's sole discretion,
require emergency action or the resolution of security problems, danger to
the entire network and/or to persons or property; in this case, the platform or
website will be reinstated when TAG, in its sole discretion, has assessed that
the causes that led to its suspension/interruption have been effectively
removed or eliminated; d) the participant becomes involved, in any capacity
whatsoever, in any judicial or extrajudicial dispute of a civil, criminal or
administrative nature where such dispute relates to the use of the platform or
the website which is the subject of this Agreement; e) if there are justified
reasons for security and/or guarantee of confidentiality f) if the participant
uses the platform or the website for unlawful purposes, including the
violation of intellectual and industrial property laws, copyrights or other
property rights of third parties, or in an illegal manner or for the creation or
distribution of illegal content or in violation of the laws in force in Italy or in
any other country. In all such cases, the participant acknowledges and
accepts that he/she shall have no claim to compensation, indemnity,
reimbursement or any other title.

11. TRAINING COURSE PROVIDED BY ENTITIES OTHER THAN TAG
11.1. The Participant acknowledges that certain training courses offered by
TAG may be provided by companies that are part of the TAG group or by third-
party partners.
11.2. The Participant expressly acknowledges and agrees, therefore, that the
training courses in question, although offered by TAG, may be provided by
entities other than TAG and take place at the premises of these entities,
without the Participant having any claim for compensation, indemnity, refund,or any other title.
11.3. Even in the event that the training course offered by TAG is provided by
different entities, the clauses of this Agreement, as well as the obligations
assumed and guarantees provided by the Participant, remain valid and

 

effective.
11.4. Information relating to the training courses, including the entities
involved in the provision of the related services, is made available within the
respective brochures present on the platform, or on the explanatory web
pages of the purchased training service. For further information regarding the
training courses, the Participant can contact TAG directly through the
channels made available on the platform.

12. PERSONAL DATA PROCESSING
12.1 The Data Controllers of the participant's personal data are the Talent
Garden Group Companies
12.2 TAG will process the participant's data as specified in the privacy policy,
provided pursuant to Articles 13-14 of Regulation (EU) 2016/679 ("GDPR"),
which can be freely accessed at
https://knowledge.talentgarden.com/en/kb/privacy-policy and when
purchasing the training course.
12.3 If third parties are involved in the management, delivery and/or
organisation of the training course, any possible different roles in the
processing of personal data can be consulted when purchasing the training
Course.

13. PROHIBITION OF ASSIGNMENT OF THE CONTRACT
13.1 The Contract is not assignable, in whole or in part, except by prior written
agreement between TAG and the participant.
13.2 The participant is personally liable for any damage caused in the spaces
that will host the training course.
13.3 TAG is not liable for the loss of personal items on its premises or on the
premises that will host the lessons.

14. APPLICABLE LAW, ARBITRATION AND ELECTION OF DOMICILE
14.1 This Agreement shall be governed by the laws of Italy.
14.2 The parties to this agreement shall deal fairly with each other. The parties
must give each other written notice of any respective breach and, where
appropriate, allow a reasonable time for the resolution of the breach. The
parties shall resolve complaints, grievances and disputes in good faith and
with good will, through fair and reasonable direct communications and
negotiations. Should these attempts prove unsuccessful, the parties shall
submit disputes (with the sole exclusion of the recovery of certain, liquid and
collectable debts arising from breach of contract, with reference to which the
parties may, as an alternative to conciliation, file ordinary injunction

 

proceedings with the competent judicial authority) arising from this contract
to the conciliation attempt provided for by the Conciliation Service of the
Chamber of Arbitration of Milan. In the event that the attempt fails, disputes
arising out of or in connection with this Agreement (with the sole exception of
the recovery of certain, liquid and collectable debts arising out of breach of
contract, in respect of which the Parties may, as an alternative to arbitration,
file ordinary injunction proceedings with the competent judicial authority)
shall be settled by arbitration in accordance with the Rules of the Chamber of
Arbitration of Milan, by a sole arbitrator, appointed in accordance with such
Rules. With reference to breaches of pecuniary obligations appealable by
injunction the competent court shall be that of Milan.
14.3. Communications and notifications relating to disputes concerning non-
performance of this Contract shall be made exclusively at the following
addresses:
for the participant, the address indicated in the online registration form;
for Talent Garden Italia S.r.L.: Piazza Città di Lombardia no. 1, 20124, Milan
(MI)