Terms & conditions

This version is in effect since February 01, 2018

1. Applicability

The Intuo platform available on https://www.intuo.io/ (hereinafter the "Website") is owned and managed by Intuo, a private limited liability company ( naamloze vennootschap or NV ) incorporated under Belgian law, with registered offices at 9000 Gent (Belgium), Ottergemsesteenweg 808 (Meetdistrict), registered at the Crossroads Bank for Enterprises RPR Ghent, under company number 0541.977.305 (hereinafter "Intuo").

These terms of use (the "Terms of Use") constitute a legally binding agreement between Intuo and you (hereafter "you" or "User") and shall govern your use of the Platform (as defined below) and any accompanying documentation (the "Documentation"). This Agreement contains other important provisions that you should read prior to any use of the Platform.

By using any part of the Platform, you acknowledge and agree that your use of the Platform is exclusively governed by this Agreement. If you do not agree to any provision of this Agreement, you may not use in any manner the Platform.

Intuo may, in its sole discretion, change, supplement or amend these Terms of Use from time to time (a "Modified Version"), for any reason, and without any prior notice to or liability towards you. You may not change, supplement, or amend these Terms of Use in any manner. Any such Modified Version made will be effective immediately upon us making such changes available on the Website or otherwise providing notice thereof. You agree that your continued use of the Platform after such changes constitutes your acceptance of such changes.

You represent and warrant that you have the legal authority to agree to and accept these Terms of Use.

You also agree that Intuo may provide all communications and notices to you electronically by posting them on the Website or by sending an e-mail to the e-mail address you provided to Intuo when registering on the Website.

We advise you to return to this page periodically to ensure familiarity with the most current version of this Agreement.

2. Description of the platform

The Platform consists of a talent management solution that facilitates coaching to manage and improve employee engagement, knowledge and performance. Your Employer has entered into an agreement with Intuo on your use of the Platform that, among other things, contains provisions with regard to the payment conditions and term of your use (the "Customer Agreement").

3. Ownership - Restrictions

This Website and all content (information, text, illustrations, videos, logos, icons, software, design, applications, sheets, models, data and all other content made available by Intuo on or through the Website (collectively the "Platform") and the Documentation are the exclusive property of Intuo and/or its licensors. All rights in and to the Platform or Documentation not expressly granted to you in this Agreement are reserved by Intuo and its licensors.

During the Term (as defined below) and subject to the provisions of this Agreement, Intuo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform in accordance with the Customer Agreement and the Documentation. You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Platform by any means whatsoever; (b) distribute, sell, sublicense, rent, lease or use the Platform for time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement; (c) remove any product identification, proprietary, copyright or other notices contained in or on the Platform; and (d) modify any part of the Platform, create a derivative work of any part of the Platform, or incorporate the Platform into or with other software, except to the extent expressly authorized in writing by Intuo.

4. Disclaimer, liability, and indemnification

4.1 Disclaimer

Your use of the Platform is at your own risk. The Website is provided on an "as is" and "as available" basis, and without any representations, warranties or conditions of any kind, whether expressly or implicitly, and including without limitation representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, durability, availability, timeliness, accuracy or completeness, all of which are hereby disclaimed by Intuo to the fullest extent permitted by law.

4.2 Liability

To the fullest extent permitted by law, Intuo shall not be be under any circumstances (unless in case of gross negligence, fraud or willful misconduct) liable to you or any other person for any loss of use, loss of production, loss of income or profits (anticipated or otherwise), loss of markets, economic loss, special, incidental, indirect or consequential loss or damage or exemplary or punitive damages, whether in contract, tort, negligence, strict liability, or under any other theory of law or equity, arising from, connected with, or relating to the use of the Platform by you, even when Intuo has been notified of the possibility of such loss or damages.

Except as provided in article 4.3, in no event, whether based on contract, indemnity, warranty, tort, strict liability or otherwise, shall Intuo’s or your liability to respectively you/Intuo or any third party for any loss or damages arising out of or resulting from this Agreement, or from its performance or breach, or from the Platform or any part thereof, or from any service furnished hereunder, exceed the fees paid for your use of the Platform under the Customer Agreement.

4.3 Indemnification by intuo

Intuo will (1) defend, or at its option settle, as specified herein against any founded and well-substantiated claim brought by a third party against you (a “ Suit ”) to the extent such Suit claims that your use of the Platform as permitted in this Agreement constitutes an infringement or misappropriation by you of a third party’s Intellectual Property Rights; and (2) pay (i) any final judgment or award directly resulting from such Suit or (ii) those damages agree to by Intuo in a monetary settlement of such Suit. Such indemnity obligation shall be conditional upon the following: (i) Intuo is given prompt written notice of any such claim; (ii) Intuo is granted sole control of the defense and settlement of such a claim; (iii) upon Intuo’s request, you fully cooperate with Intuo in the defense and settlement of such a claim, at Intuo’s expense; and (iv) you don’t make any admission as to Intuo’s liability in respect of such a claim, nor do you agree to any settlement in respect of such a claim without Intuo’s prior written consent. Provided these conditions are met, Intuo shall indemnify you for all damages and costs incurred by you as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by you pursuant to a settlement agreement.

If the Platform, in whole or in part, becomes, or in Intuo’s opinion is likely to become, the subject of a third party claim of infringement (as per this article 4.3), Intuo shall have the right, at Intuo’s sole option and expense, to: (a) procure the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; or (c) modify the Platform so that it becomes non-infringing.

Notwithstanding the foregoing, Intuo shall have no obligation under this section or otherwise with respect to any Intellectual Property Rights infringement claim that would not have arisen but for (w) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (x) any use of the Platform in combination with other products, equipment, software or data not supplied by Intuo or (y) any authorized modification of the Platform by any third party.

The foregoing states the entire liability and obligation of Company and the sole and exclusive remedy of the Subscriber with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Platform or any part thereof.

4.4 Indemnification by you

Subject to article 4.2, you agree to indemnify, defend and hold harmless Intuo and each of its providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons (hereinafter collectively the "Indemnified Parties") from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the Indemnified Parties in connection with any claim or demand arising out of, related to, or connected with your use of the Platform or your breach of this Agreement.

5. Your obligations

You agree to use the Platform in a responsible manner that is in full compliance with these Terms of Use and any applicable local laws and regulations. Intuo shall not be required to provide for and you shall bear the sole responsibility with respect to any telecommunications of computer network hardware required to use the Platform.

6. Term

This Agreement is effective as of the moment that you are granted access to the Platform and shall expire at such time as all license subscriptions have expired in accordance with the Customer Agreement (the "Term").

7. Privacy Statement

Intuo recognizes and understands the importance of your privacy and wants to respect your desire to store and access Personal Data in a private and secure environment. Please note that Intuo has to be considered as the "Data Processor" and your Employer as the "Data Controller" for the processing of any Personal Data via the Platform or any part thereof. Please note that Intuo shall only process any Personal Data relating to you on the documented instructions from your Employer, as Data Controller, and takes appropriate technical and organizational measures against any unauthorized or unlawful processing of your Personal Data or its accidental loss, destruction or any unauthorized access thereto. In the event you request Intuo of a copy, correction, deletion of the Personal Data or you want to restrict or object to the processing activities, Intuo shall inform the Employer of such request within two (2) calendar days. Intuo shall, as Data Processor, provide the Employer, as Data Controller, with full details of such request, objection or restriction of the User, together with a copy of the Personal Data held by Intuo. Furthermore, Intuo shall promptly direct you as user to the Employer, who will deal with the request in accordance with the applicable Data Protection Legislation.

The Personal Data that shall be processed by Intuo as Data Processor may include (without limitation) private notes of any kind concerning you as a User of the Platform which one added to the Platform without your knowledge by other users of the Platform and/or your Employer (the "Private Notes"). We shall not use your Personal Data for any other purpose than instructed by the Data Controller and allowing you to make use of the features and the technical operation of the Platform.

8. Suspension and Termination

8.1 If Intuo becomes aware or suspects, in its sole discretion, any violation by you of this Agreement or any other instructions, guidelines or policies (including but not limited to the Privacy Policy) issued by Intuo, then Intuo may suspend, limit your access to the Platform or terminate your access right without any liability to you. The duration of any suspension by Intuo will be until you have cured the breach which caused such suspension or limitation.

8.2 Upon the termination of this Agreement for any reason whatsoever in accordance with the provisions of this Agreement, at the moment of effective termination: (i) you will no longer be authorized to access or use the Platform or otherwise use any of the features or results offered by or through the Platform; (ii) Intuo shall sanitize and destroy all relevant Personal Data related to you (including but not limited to the Private Notes, if any) , within thirty (30) calendar days upon termination of these Terms of Use in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by Intuo beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations and (iii) all User rights and obligations on the Platform granted under this Agreement shall terminate. Upon written request submitted by the Employer to Intuo no later than fourteen (14) calendar days prior to the termination of the Agreement, Intuo shall provide the Employer, immediately prior to the sanitization and destruction thereof, with a readable and usable copy of the Personal Data and/or the systems containing Personal Data.

9. Miscellaneous

9.1 Governing Law - Jurisdiction

This Agreement shall be governed by and construed in accordance with Belgian law, without giving effect to any other choice of law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable. The courts and tribunals of Ghent, section Ghent shall have sole jurisdiction should any dispute arise relating to this Agreement

9.2 Assignment

Intuo may freely assign or transfer any or all of the rights and obligations described under this Agreement without your consent and without notice to you. You may not assign this Agreement or any of your rights and duties hereunder without the prior written consent of Intuo. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees.

9.3 Severability

If any provision of this Agreement is declared or determined by a competent court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.

9.4 Entire Agreement

This Agreement constitutes the complete and exclusive agreement between the parties thereto relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties thereto relating to this subject matter.

9.5 Waiver

The waiver or failure by Intuo to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Intuo set forth in this Agreement are cumulative and are in addition to any rights or remedies Intuo may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

9.6 Force Majeure

Intuo shall not be responsible for delays or failures in performance of its obligations under this Agreement resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters, unauthorized access to Intuo’s information technology systems by third parties or any other reason where failure to perform is beyond the reasonable control of, Intuo.

9.7 Interpretation

The descriptive headings in this Agreement are for convenience only and shall not control or affect the meaning, interpretation or construction of any provision of this Agreement.

9.8 Survival

Articles 3, 4, 7, and 8.1 shall survive any termination or expiration of this Agreement.

10. Definitions

"Data Controller" means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

"Data Processor" means the physical or legal person which processes Personal Data on behalf of the Data Controller;

"Employer" shall mean your employer who has provided you with your access to the Platform and has entered into the Customer Agreement with Intuo, or any other contracting party who entered into the Customer Agreement and provided you with access to the Platform;

"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world; and

"Personal Data" shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.