idloom provides its subscribers and their customers with an Internet-based intranet/extranet platform.
In order to offer its subscribers a high quality of services, the company operates from a platform specifically created for this purpose.
The subscribers wish to benefit from the “idloom-wall” platform for their personal use and that of their companies or organisations.
idloom s.a. places its “idloom-wall” platform at the disposal of its subscribers, thus allowing them to create their intranet/extranet based on the platform, as well as to use all of its features and attributes (subject to priceplan).
1. Purpose of the contract
The subscriber receives, in the form of a SaaS (Software as a Service) or via a software installation on its own servers, full access to the platform for the management of their intranet/extranet.
idloom-wall offers subscribers, in the form of a software user licence (SaaS or installed on client’s premisses/servers), access to the platform, in accordance with these terms and any amendments, where appropriate.
Use of this platform is reserved strictly to the subscriber, its subsidiaries, sister and partner companies/associations. The subscriber undertakes not to sell the technology made available to it in a form that may compete directly with the idloom-wall commercial model. The subscriber will refrain, among other things, from providing access to the platform, in return for payment, to third parties outside any other service directly associated with its main business.
2. Financial & invoice payment details
- The services are invoiced on an advance monthly basis, in accordance with the price plan. Prices are calculated based on making the platform and servers available to the client. Subscribers have an option for which a financial advantage may be negotiated, namely the option of using the idloom-wall platform on the basis of a firm commitment to a volume and usage period by paying in advance for the entirety of the service ordered at the time of signing the contract. In a general sense and irrespective of the option chosen, the subscriber undertakes to pay all licence costs and additional service charges envisaged in the contract.
- Service prices may be subject to VAT at the rate applicable on the day of provision of the invoiced service. The prices quoted are understood to be exclusive of VAT, which must therefore be added. The subscriber waives the right to receive paper invoices. Invoices must be settled within 30 days of their issue date (invoice date).
- Expiry of the 30-day period automatically results in notification of non-payment and constitutes the start date for the calculation of penalty interest at the legal rate (which is currently 8,5%) + 3%. In addition to late-payment interest, failure to pay by the due date shall incur fixed-rate compensation of 15% of the principal sum unpaid. In the event of non-payment, idloom reserves the right to suspend or terminate this contact to the detriment of the subscriber, with all costs payable by the defaulting subscriber. In the event of a recovery procedure proving necessary, in addition to the aforementioned interest and compensation, all costs of administration, notification, consultancy and procedure shall also be payable by the defaulting subscriber.
- All complaints should be addressed by registered letter with acknowledgement of receipt within no more than eight days of receipt of the service or the date of any disputed invoice.
- idloom is entitled to alter the price of its services at any time. In order to allow subscribers who might reject such an increase to terminate the contract, 60 days advance notice shall be given. To do this, the subscriber should request the cancellation of this contract before the end of the 60-day period by way of registered letter with acknowledgement of receipt. The new price shall be regarded as definitively accepted upon expiry of the 60-day notice period.
3. Renewal, cancellation & suspension of the contract
- The contract is automatically renewed on the expiry date (The expiry date (anniversary date) is calculated from the start date stated and the “licence duration”), for an equivalent duration and under the same conditions (identical tariffs, concurrent events and terms) in the absence of a cancellation request sent by registered letter in accordance with point 3.3 at the latest 3 months before the anniversary date of the contract’s entry into effect.
- idloom is entitled to suspend all services provided, without prior notice or compensation and in a discretionary manner, in the event of the non-performance by the subscriber of their obligations or the inappropriate use of the services provided. In application of a principle of precaution, idloom may suspend or simply terminate, without right of appeal for the subscriber, access to the idloom-wall platform in the event of its services being used for illicit purposes by the subscribers or following the receipt of notification from a third party demanding the elimination of certain content, even if it should transpire that this decision was ill-founded.
- This contract may be cancelled at any time by sending a registered letter with acknowledgement of receipt generating prior notice of three months commencing on the 1st day of the month following receipt of said registered letter or by joint agreement on the cancellation date. In the event of early termination (any case where the period of prior notice does not end as normal on the contract anniversary date), only the actual usage is taken into account at the pricing plan of the rate card on our website.
- Upon expiry of the contract or at the express request of the subscriber, idloom undertakes to destroy all information entrusted to it by the subscriber.
4. Use of the “idloom-wall” platform
Within the framework of a duty of care, idloom shall do everything in its power to permit uninterrupted access to its platform. idloom offers a high-quality service and shall endeavour to ensure the optimum continuity of the services offered.
idloom reserves the freedom to suspend access to its platform for extremely limited periods of time in order to carry out maintenance and to improve its performance with a view to enabling optimised use of its services by subscribers.
With this efficiency in mind, idloom shall provide the subscriber with technical assistance by e-mail and by telephone, in accordance with the modalities and opening hours specified on the idloom-wall platform.
The subscriber alone is responsible for the security of the access codes and password supplied for the use of the idloom-wall platform upon signing this agreement. In addition, the subscriber will also be responsible for any third party to which it may have granted access to the platform.
Consequently, access to idloom-wall may be suspended by the idloom administrator, on a discretionary basis and without giving any right to compensation on the part of the subscriber, as soon as the idloom administrator considers that the user licence conditions have been violated or by virtue of the principle of precaution.
5. Intellectual property
All content generally present on the website www.idloom.com is protected (including the brands idloom-events, idloom-wall, idloom-projects, idloom-consulting). The logos, texts, graphics, etc. are the intellectual property of idloom. Without the express agreement of idloom, no subscriber shall be permitted to take advantage of their subscription to use one or more of the elements present on the site, irrespective of the purpose.
6. Confidentiality clause
Regarding personal data, idloom commits itself towards the subscriber to binding clauses meeting the requirements of the General Data Protection Regulation, that can be found here.
The (personal as well as non-personal) entrusted by the subscriber to idloom-wall is confidential.
idloom shall take care to guarantee the non-use of the data provided in any context other than that strictly envisaged in the present contract or in accordance with the subscriber’s instructions.
In order to ensure the sustainability of the business, idloom shall take particular care to do everything possible to avoid all use, distribution or publication of the subscriber’s data without their consent.
No information shall be communicated to third parties without the agreement of the subscriber.
Certain information provided shall be copied for back-up purposes only and archived for a period of one year. Access to the idloom-wall archives is monitored, protected and subject to approval in return for an additional charge levied for all consultation of this data.
Access to the subscriber’s data shall therefore be strictly limited.
idloom personnel are also bound by this confidentiality clause as a result of the employment contracts or subcontracting agreements entered into with idloom.
In any case, the data is destroyed at the end of the collaboration between the parties.
7. Responsibilities of the joint-contracting parties
- idloom has a duty of care in respect of the performance of the services ordered by the subscriber. The responsibility of idloom cannot be invoked in the event of the marketing or other objectives pursued by the subscriber not being attained.
- The parties to this contract are and shall remain independent contracting parties. The subscriber carries out their activity with no hierarchical relationship and freely manages their activities.The subscriber supplies, approves and personally takes sole responsibility for the content published.
- The responsibility of idloom cannot therefore be invoked as a result of action or claims made by its co-contracting party or by third parties. In a non-exhaustive manner, idloom is consequently not responsible for the publication of information, images, sounds, text or video clips which infringe the legislation and regulations in force in the area of emission or are harmful to third parties, or for the infringement of intellectual property rights relating to published works, etc. The subscriber undertakes to safeguard idloom against any possible conviction connected with the use by the subscriber of the platform and the services provided.
- The subscriber also declares that they are fully aware of the limits of the Internet tool and that, consequently, idloom cannot be held responsible for difficulties with access to the server due to saturation of the networks or any deviation of the subscriber from passwords, access codes and data.
- idloom shall not owe any compensation in the event of the services being suspended or cancelled as a result of non-payment of sums by the due date and more generally following the non-performance by the subscriber of one of its obligations.
- idloom accepts responsibility for damage caused to third parties by idloom’s own action only. idloom is solely responsible for the costs connected with its activity, including the costs of equipment, offices, personnel, travel, secretarial services, assistance, etc. idloom is solely responsible for its social and fiscal obligations, including VAT, resulting from the execution of this contract.
- Unless otherwise requested by the subscriber by registered letter or stipulation to the contrary in this contract, the subscriber grants idloom the right to cite their activities, most notably by mentioning their name.
- In cases of force majeure, the obligations of the parties shall be suspended and neither party shall be held responsible vis-à-vis the other for the non-execution or late execution of an obligation arising from the occurrence of a case of force majeure. If the unexpected circumstances persist without interruption for over one month, the parties will agree on the possible early termination of this contract without compensation, after the sending of a registered letter with acknowledgement of receipt, stating in detail the case of force majeure, its duration and the desire to cancel the agreement on the basis of this article 7.8.
- VENDOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED the Subscription Fee amounts paid by Customer during the twelve (12) months immediately preceding the occurrence of the event giving rise to Vendor’s liability.
8. Jurisdiction clause & applicable law
All disputes relating to the interpretation, execution or termination of this agreement shall come under the jurisdiction of the Brussels commercial tribunals and be heard in French. Belgian law alone shall be applicable.
As regards this agreement and all of its successors, each of the parties elects domicile at the address indicated where all communication, service or notification of judicial or non-judicial documents may validly be made.
The possible invalidity of one or more clauses of the agreement or the impossibility of performing one of these measures shall not result in the invalidity or impairment of the other clauses.
The parties shall endeavour to replace the null or non-executable clause with a valid and achievable clause having an equivalent economic and financial effect.
The agreement shall be modifiable by amendment validly signed by both parties.
Last modified: April 19, 2018
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