Legal

Terms and Conditions of Service

Last updated: 10 April 2026  ·  Fasoli Metalli S.r.l.s. — VAT IT16808321000

Fasoli Metalli S.r.l.s.

Via della Pineta, 2/A — 00010 San Polo dei Cavalieri (RM), Italia

P. IVA: IT16808321000  ·  Cod. Fisc.: 16808321000  ·  REA: RM-1677078

Email: fasolimetalli.srls@legalmail.it

These Terms and Conditions (the "Agreement") govern access to and use of the SaaS software "Sepera AI" (the "Service"), provided by Fasoli Metalli S.r.l.s. (the "Company"), with registered office in Italy. By subscribing to a plan or using the Service, the User (Professional or Business) fully accepts these terms.

1. Nature of the Service and Artificial Intelligence

Sepera AI provides a software service in Software as a Service (SaaS) mode. The core functionality of the product consists of delivering predictive analytics and organisational wellbeing monitoring through proprietary Artificial Intelligence (AI) algorithms, with the aim of optimising business efficiency, reducing staff turnover, mitigating internal conflicts and preventing burnout, resulting in an increase in ROI.

As this is a digital service executed immediately based on algorithmic computing power, the following rules govern the commercial relationship.

2. Right of Withdrawal

Pursuant to Art. 52, lett. o of Legislative Decree 206/2005, the 14-day right of withdrawal is excluded for the supply of digital content on a non-tangible medium where execution has begun with the consumer's express consent.

Acceptance: By subscribing to a paid plan, the user expressly requests the immediate execution of the service and AI analyses.

Loss of Right: The user acknowledges and accepts that upon first login or access to paid plan features, they will forfeit their right of withdrawal, as the service is deemed consumed at the moment the software instance is activated.

3. Refund Policy

Sepera AI applies a strict no-refund policy.

B2B (VAT number): Professional customers are not entitled by law to any right of withdrawal or pro-rata refund.

B2C (Personal tax code): Refunds are excluded by virtue of the waiver accepted at checkout for the immediate activation of digital content.

No Physical Return: As this is an intangible product, no physical "return" procedure is applicable.

4. Cancellation

The user may cancel the automatic renewal of their subscription at any time, without penalty, through their Dashboard under Settings > Subscription Management.

Effect: Cancellation stops future charges but does not entitle the user to a refund of amounts already paid.

Remaining Access: The user will retain full access to AI features and reports until the natural expiry of the already-paid period, after which the account will revert to the Free plan with the applicable limitations.

5. Upgrade and Downgrade

Upgrade: Upgrading to a higher plan is immediate. The system calculates the pro-rata amount already paid and charges only the difference for the remaining days of the billing cycle.

Downgrade: Downgrading to a lower plan (or Free) takes effect from the next billing cycle. No refunds are issued for switching to a lower-cost plan during an already-started month. Sepera AI is not responsible for any loss of data or AI features resulting from a downgrade chosen by the user.

6. Technical Malfunctions

Exceptional refunds will be considered exclusively in the event of:

Verified accidental double charges for the same billing period.

Total and prolonged inability to access the service due to causes attributable exclusively to Sepera AI systems for a period exceeding 7 consecutive working days.

7. Governing Law and Jurisdiction

This agreement is governed by Italian law. Any dispute relating to the validity, interpretation or execution of this agreement shall fall under the exclusive jurisdiction of the Court of Tivoli (RM), Italy.

8. EU AI Act Compliance and Data Processing

In accordance with Regulation (EU) 2024/1689 (AI Act) and the GDPR, Sepera AI declares the following:

Classification and Purpose: Sepera AI's AI systems are designed to support organisational wellbeing. The Company implements risk mitigation measures to avoid discriminatory bias. The AI does not make automated decisions that produce legal effects (Art. 22 GDPR) without human intervention ("Human-in-the-loop").

Emotion Analysis and Privacy: Under the AI Act, it is prohibited to use AI systems to infer the emotions of a natural person in the workplace, unless for safety or medical purposes. Sepera AI operates exclusively on aggregated and anonymised data to identify risk patterns (burnout/conflict) at team level, without intrusive psychological profiling of individual workers, except with explicit consent for the purposes of "Sepera Personal Coach" (user support).

Transparency: In chats where analysis occurs in "passive" mode, the user is informed of the presence of the organisational climate monitoring algorithm. "Sepera Personal Coach" is clearly identified as an AI system.

Hierarchical Visibility Logic: Data access is structured in compartmentalised layers to ensure vertical privacy.

9. Communication Tools (Jitsi and Chat)

Video Calls: Sepera AI integrates Jitsi technology. The Company does not monitor or record the audio/video content of calls, ensuring maximum confidentiality of real-time communications.

AI Monitoring: Behavioural monitoring (e.g. isolation, workloads) is carried out via metadata and textual analysis in dedicated chats, in compliance with the legal limits on employee monitoring (Workers' Statute, Art. 4).

10. Payments and Stripe

All financial transactions are processed through the Stripe payment gateway. Sepera AI does not store credit or debit card data. The User accepts Stripe's terms of service at the time of transaction.

11. Limitation of Liability

Sepera AI provides suggestions based on probabilistic models. The Company is not responsible for business decisions (dismissals, promotions, sanctions) taken by Managers on the basis of AI reports. The Service is a decision-support tool and does not replace human judgement.

Consent Declaration: The user, by clicking "I Accept" or completing payment on Stripe, declares to have read, understood and accepted these Terms, with particular reference to the clauses limiting withdrawal rights and the operating logic of the Artificial Intelligence.

12. Export Controls and International Sanctions

The User declares and warrants that they are not located in, resident in, or a citizen of any country subject to an embargo imposed by the Government of the United States, the European Union, or the United Nations.

Restrictions: The User warrants that the Sepera AI Service will not be used, exported, or re-exported, directly or indirectly, to countries or entities subject to international economic sanctions.

Liability: Should the User breach this clause, Sepera AI shall have the right to immediately terminate the Agreement without notice or refund, without prejudice to reporting the matter to the competent authorities.

13. Specific Clause for US Users: Arbitration and Class Action Waiver

For all users resident in or with a registered office in the United States of America, the following additional provisions apply.

Mandatory Arbitration: Except for disputes relating to intellectual property, any dispute arising from the use of Sepera AI that cannot be resolved amicably shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its commercial rules. The seat of arbitration shall be agreed upon by the parties or, failing agreement, shall be referred to the exclusive jurisdiction of the Court of Tivoli (RM), Italy.

Class Action Waiver: Any dispute resolution proceedings shall be conducted exclusively on an individual basis and not as a class, consolidated, or representative action. The User expressly waives the right to participate in "Class Action" proceedings or jury trials to the extent permitted by applicable law.

14. Fees, Billing and Tax Obligations

Prices Excluding VAT: All prices stated on the Sepera AI website and dashboard are exclusive of VAT and any other applicable tax, levy, or customs duty.

Tax Calculation: VAT (or the equivalent sales tax) will be calculated and added to the total at checkout via the Stripe system, based on the tax residence or registered office declared by the User.

Reverse Charge: For professional customers (B2B) resident in the European Union (excluding Italy) and holding a VAT number registered with VIES, the Reverse Charge mechanism shall apply. In such cases, the User is solely responsible for accounting for and remitting the applicable tax in their country of residence.

Non-EU Customers: For users resident outside the European Union, the price will not include Italian VAT; however, the User may be required to pay local sales taxes or duties in accordance with the regulations of their own country.

Invoice Issuance: An electronic invoice (for Italian customers) or a commercial invoice (for foreign customers) will be issued automatically by Sepera AI upon payment confirmation and sent to the email address provided.

Note: For the purposes of this Agreement, 'User' refers collectively to both the subscribing Customer (B2B or B2C) and every individual authorised by the Customer to access the Sepera AI platform. The Customer warrants that each End User is aware of these Terms and the Privacy Policy, and assumes full responsibility for any use of the account in violation of applicable regulations or this Agreement.

For any questions regarding these Terms, contact us at info@sepera.ai.