Last updated: 01 January 2023
For US customers and users: SaaS agreement US
- The Service is only offered to natural or legal persons accessing and using the Service for business purposes and not to consumers. If you are a consumer, you may not access and use the Service. If the Customer is a legal person, it remains exclusively responsible for the compliance of its affiliates that it has authorized to use the Service.
2. Right to use
- not distribute, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or the underlying software in the Service or use the same for the benefit of any third party;
- refrain from providing access to or making available the Service, in whole or in part (including object and source code), in any form to any third party without prior written consent from idloom; it being specified that you will be responsible for the access codes and passwords supplied for the use of the Service;
- not copy any materials included in the Service except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
- not disassemble, decompile, reverse-engineer or create derivative works based on the Service;
- not use the Service in a way that could damage, disable, overburden, impair or compromise idloom’s systems or security or interfere with idloom’s customers.
3. Payment terms
- The subscription fees as mentioned on our website https://www.idloom.com (“Subscription Fees”) are invoiced on a monthly basis in advance, unless otherwise agreed on in the financial proposal. Invoices are exclusive of any applicable taxes, which shall be added at the rate applicable on the day of provision of the invoice. You waive the right to receive paper invoices. All invoices are payable within 7 days of their issue date (invoice date), unless another payment term is agreed on in the financial proposal.
- You may negotiate a financial advantage when opting to use the Service 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, which will then be included in the financial proposal.
- Expiry of the payment term automatically results in notification of non-payment and constitutes the start date for the calculation of late payment interest at the legal applicable late payment interest rate. In addition to a late payment interest, failure to pay by the due date shall incur a fixed-rate compensation of 15% of the principal sum unpaid.
4. Confidential Information
- Each party shall keep the other party’s Confidential Information secret and confidential.
- A party may also disclose Confidential Information to the extent such is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
5. Your content
- You are and remain responsible for the content that you submit. You warrant that you have or have obtained all necessary rights or permissions to submit your content to the Service.
- We do not claim any ownership rights in the content that you have submitted and we do not assume any responsibility or liability for said content.
- You agree that idloom may access and use the content that you submit to the Service for the purpose of offering the Service.
6. Intellectual property rights
- You shall not infringe idloom’s intellectual property rights or those of any third party in relation to the use of the Service.
- You agree that the trade name, logo and/or trade mark of your organization, if applicable, may be displayed within the Service.
7. Data protection
8. No warranties
- You expressly acknowledge that the use of the Service is at your sole risk and the entire risk as to the satisfactory quality, accuracy, completeness, currency, correctness, reliability, integrity, performance, quality, fitness for purpose or originality of any content or service provided through the Service is with you. To the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and idloom accepts no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Service. No oral or written information or advice given by idloom shall create a warranty.
- In particular, idloom cannot guarantee the continuous, uninterrupted or error-free operability of the Service. There may be times when certain features, parts, content of the Service become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you.
- You must at all times keep and maintain up-to-date databases separate from the Website as back-ups of all data contained thereon and you must not use the Website as a primary source of this data.
- When using the Service, you acknowledge and agree to taking sole responsibility for the management and organisation of your events and/or your intranet / extranet and/or your certifications / training & examination / emailing, for the content submitted or published and for the results obtained from the use of the Service. idloom shall have no liability for any damage caused by any Customer content you have provided in connection with the Service, nor for the cancellation and refund for events.
- idloom shall not be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation damages for loss of profits, loss of data, loss of business, business interruption, loss of business opportunity or any other commercial damages or losses arising out of or related to your use of or inability to use the Service.
10. Suspension and termination
- idloom may, from time to time, temporarily suspend the operation of the Service (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality. Where reasonably practicable, idloom will provide you with prior notice hereof.
- Notwithstanding the foregoing, both parties may terminate the subscription for convenience without court intervention and without any compensation being due upon prior written notice (which can be an e-mail with proof of receipt) of one (1) month, unless the financial proposal contains a minimum contract duration (or pre-payment of a longer subscription period) before which the subscription cannot be terminated. The Customer shall send such written notice to email@example.com and firstname.lastname@example.org.
- Upon the expiration of the original contractual term, unless an effective end date is specified, the same subscription plan and term shall be automatically renewed for a term equal to the original contractual commitment (as defined in a signed proposal, or in the case of a monthly subscription plan, one month). During any renewal term of subscription/licenses, the terms, conditions and provisions set forth in this Agreement shall remain in effect.
- You acknowledge that, upon termination for any reason, any advance payments done by you for the Service will not be refunded by idloom (and any advance payments agreed upon between the parties but not yet paid by you will become immediately payable).
11. Custom Developments
- Upon your request, idloom may provide custom development and personalisation services as part of the Service, i.e., any development or set up of the platform outside of idloom’s standard product offering and requiring additional customisation work from idloom ("Custom Developments”). If you desire such Custom Developments, you must pay idloom’s applicable standard fees, unless otherwise agreed in writing.
- You must perform acceptance tests with respect to any Custom Developments requested prior to the “go live” of these Custom Developments. The “go live” can only take place after you have tested and accepted the Custom Developments developed by idloom.
Custom Developments will not be considered accepted until you have properly tested the feature and the entire registration process impacted by these Custom Developments, and confirmed your acceptance of the Custom Developments in writing to idloom.
- 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.
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